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Directors Report of Goodyear India Ltd.

Mar 31, 2022

2. FINANCIAL HIGHLIGHTS

During the Financial Year 2021-22, the total income was Rs. 245,889 Lakhs as compared to Rs. 1,81,429 Lakhs in the previous Financial Year 2020-21.

The revenue from operations was Rs. 243,568 Lakhs as compared to Rs. 1,79,171 Lakhs in the previous Financial Year 2020-21, with a YoY growth of 36%.

Profit Before Tax (PBT) during the year was Rs. 13,845 Lakhs as compared to Rs. 18,317 Lakhs in the previous Financial Year, a decrease of 24%.

The total comprehensive income stood at Rs. 10,131 Lakhs as compared to Rs. 13,835 Lakhs in the previous Financial Year, a decrease of 27%.

Your Directors are pleased to present the 61^st Annual Report of the Company along with the Company''s Audited Financial Statements for the Financial Year ended March 31, 2022.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2022 is given below. The figures of the current Financial Year and previous Financial Year have been prepared in accordance with the Indian Accounting Standards (''Ind AS'').

(Rs. in Lakhs)
Particulars	Year ended	Year ended
	March 31, 2022	March 31, 2021
Revenue from operations	243,568	179,171
Other Income	2,321	2,258
Total Income	245,889	181,429
Less: Expenditure:
Cost of material consumed	105,164	63,716
Depreciation	5,267	5,275
Other expenses	121,613	94,121
Total Expenditure	232,044	163,112
Profit Before Tax	13,845	18,317
Less: Income Tax Expense:
Current Tax	3,704	4,803
Deferred Tax	(148)	(112)
Profit before other comprehensive income	10,289	13,626
Other comprehensive income for the year, net of tax	(158)	209
Total comprehensive income for the year	10,131	13,835

Capital expenditure incurred during the year amounted to Rs. 7,369 Lakhs as compared to Rs. 4,898 Lakhs in the previous Financial Year 2020-21. The interest and other finance cost was Rs. 412 Lakhs as compared to Rs. 342 Lakhs in the previous Financial Year.

3. OPERATIONS

The Company manufactures and sells automotive tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant. The Company also markets and sells "Goodyearâ passenger car tyres (Radial) which are manufactured by Goodyear South Asia Tyres Private Limited (''GSATPL''), Aurangabad, in the replacement market. Other products which the Company markets and sells include tubes and flaps.

The state wise lockdown measures undertaken in view of the Covid-19 pandemic have marginally impacted Farm tyre industry volumes in the year 2021-22. Revenue witnessed decline since Aug 2021 due to the high base of same period in previous year (aided by pent up demand from the enforced lockdown in March-May 2020), However, healthy rabi cash flows, good monsoon and good water reservoir levels contributed to sequential sales and sustained industry volumes in 2021-22 which is marginally lower than volumes in Financial Year 20-21.

Though the spread of pandemic to rural areas and uneven monsoon performance continues to be areas of concern, the industry volumes have remained healthy.

High base, moderation in demand, 2nd and 3rd waves of Covid, and unseasonal rainfall impacted rabi crop in later part of the year, and lead to overall marginal fall in industry volumes in the fiscal Financial Year 2021-22.

The inflationary pressures and resultant price increases have led to consumers tightening their purse-strings and relooking at discretionary purchases, while also downtrading.

However, Farm industry sentiments remained positive on account of better crop, higher government interventions through income support schemes and higher crop procurement which supported the Farm industry to sustain volume at almost Financial Year 2020-21 levels.

Key parameters that influenced business in Financial Year 2021-22:-

a. Uneven spread of monsoon

b. Healthy Rabi crop production which was a key factor in improving liquidity /cash flow in rural areas

c. Favorable water reservoir levels: 7% higher vs last year, 26% higher vs last 10 years average

d. Government support programs for farmers like MSP, Direct Benefit Transfers (DBT), Direct crop procurement

OE Farm Business continued to focus on maintaining category leadership through excellence in operational and key account management to deliver enhanced Customer Service.

In the Farm Replacement channel, the focus continued to be on increasing distribution footprint and on channel extraction along with delivering high quality products and enhancing consumer experience, making Goodyear easy to buy, own and recommend.

These initiatives, both in OE and Replacement channels supported by best-in-class team has been the key to Company being able to sustain its overall leadership position in the Farm business.

The Consumer replacement business has outperformed industry growth in Financial Year 2021-22 despite the continuing challenges of Covid, lockdown and working restrictions.

This was a result of key initiatives mentioned below:

(i) Channel expansion in both urban and rural areas leveraging synergies with our farm business.

(ii) Sustaining high levels of engagement with channel partners and enabling better service to consumers by effectively leveraging technology.

(iii) Investments in building the Goodyear brand visibility; both on the ground and digitally.

4. DIVIDEND

The Board has recommended a final dividend of Rs. 20/- per equity share of Rs. 10/- each and a special dividend of Rs.80/- per equity share of Rs. 10 each amounting to Rs 23067 lakhs for the Financial Year 2021-22 as against final dividend of Rs. 18/- per equity share, special dividend of Rs. 80/- per equity share, and interim dividend of Rs. 80/- per equity share in the previous Financial Year 2020-21

The Dividend recommendation is in accordance with the Dividend Distribution Policy of the Company available at the Investors Relations section on the Company''s website at www.goodvear.co.in/investor-relations

The final dividend of Rs. 20/- per equity share and special dividend of Rs. 80/- per equity share shall be paid to the eligible members within the stipulated time-period, if approved at the ensuing Annual General Meeting (AGM) of the Company.

5. TRANSFER TO RESERVE

During the Financial Year 2021-22, the Company has not transferred any amount towards any Reserve.

6. AWARDS AND RECOGNITIONS

The Company has been certified as a Great Place to WorkÂ®, a prestigious recognition awarded in December 2021. This is a testimony to the Company''s vibrant culture centered around the values of Trust, Transparency and Meritocracy. Further, the Company has also been bestowed with another prestigious recognition The Economic Times Best Organizations for Women 2022, an honor that reflects our sustainable transformation journey and showcases the diverse wealth of new ideas, perspectives and experiences leading to innovation and growth.

7. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Actâ), the Directors make the following statements that:

(i) in the preparation of the annual accounts for the Financial Year 2021-22, the applicable accounting standards have been followed and that there are no material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the Financial Year 2021-22 have been prepared on a going concern basis;

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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. FUTURE OUTLOOK

Farm tyre industry was at an all-time high in Financial Year 2020-21 despite Covid-19 and managed to maintain the same in Financial Year 2021-22 despite of a high base of Financial Year 2020-21.

After the growth in last two years, we are seeing a moderate demand for Financial Year 2022-23 and the industry is expected to be at -1% to 1 % (Source: ICRA Apr''22 estm.).

Key macro factors influencing the demand are positive:

â¢ The government will ensure wheat and paddy farmers get assured income by making direct payments of Rs.2.37 lakh crore for minimum support price (MSP)

â¢ In 2022, Government hiked 150% of budget allocation towards Agriculture infrastructure fund (INR 200 Cr. to 500 Cr.)

â¢ Budget for RKVY (Rastriya Krishi Vikas Yojana) increased by ~400% (INR 2000 Cr to INR 10000 Cr.)

â¢ The southwest monsoon in 2022 is likely to be normal (Source: Skymet, a private weather agency)

â¢ Water storage levels of 123 major reservoirs is 26% higher than average of last 10 years and 7% higher than last year (Source: Central Water Commission)

The mid to long-term outlook of the farm tyre industry continues to be positive with an expected growth of 3%-5% (source: ICRA Apr''22 estm.) due to the following factors:

â¢ Agriculture contribution to GDP at ~20%

â¢ Strong focus of the Government to enhance rural income through enhanced Minimum Support Price

â¢ Lower tractor penetration & labor shortage driving growths towards mechanization

â¢ Investment towards the improvement of rural infrastructure

â¢ Agriculture and rural startups will receive funds from NABARD

Passenger tyre segment saw a swift recovery in demand after the second wave of Covid in May 2021. There has been a slowing down in demand starting early 2022 coinciding with the onset of the third wave of Covid. Recovery in demand post the third wave has not been as swift as seen after the previous waves. High levels of inflation also seem to be impacting demand this year.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment/Re-appointment and/or Cessation/Resignation of Directors and KMP:

S.	Name	Position	Appointment /	Cessation /
No	of		Re-	Resignation
	Director		appointment
	/ KMP
1.	Mr.	Whole Time	-	May 31,
	Mitesh	Director and		2021
	Mittal	Chief Financial Officer
2.	Mr.	Whole Time	July 13, 2021	-
	Manish	Director and
	Mundra	Chief Financial Officer
3.	Ms.	Company	-	August 23,
	Sonali	Secretary		2021
	Khanna	Compliance Officer and Key Managerial Personnel
4.	Mr.	Company	February 01,	-
	Anup	Secretary,	2022
	Karnwal	Compliance Officer and Key Managerial Personnel

Mr. Mitesh Mittal (DIN: 05231968), Whole Time Director and Chief Financial Officer of the Company, resigned from the office of Whole time Director and Chief Financial Officer of the Company w.e.f. close of business hours on May 31, 2021.

Mr. Manish Mundra (DIN: 08724646) was appointed on the Board as an Additional Director of the Company w.e.f. July 13, 2021 and as Whole Time Director and Chief Financial Officer of the Company w.e.f. July 13, 2021 for a period of 5 years. Appointment of Mr. Manish Mundra was approved by the Members of the Company at the AGM held on August 12, 2021..

Ms. Sonali Khanna, Company Secretary, Compliance Officer and Key Managerial Personnel of the Company resigned from the office of Company Secretary, Compliance Officer and Key Managerial Personnel w.e.f. the close of business hours on August 23, 2021. Mr. Anup Karnwal was appointed as Company Secretary, Compliance Officer and Key Managerial Personnel of the Company by the Board w.e.f. February 01, 2022.

None of the Director is disqualified from being appointed as or holding office of Director as stipulated in Section 164 of the Companies Act 2013 (the Act).

Pursuant to Section 149 (6) and 149 (7) of the Act and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) 2015â), the Company has received a declaration of independence from all the Independent Directors that they have complied with the criteria of independence and are not disqualified from continuing as Independent Directors as of March 31, 2022 and have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Ms. Nicole Amanda Nuttall (DIN: 08164858) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment. The Board on recommendation of NRC has recommended her re-appointment to shareholders.

A brief resume of the Director proposed to be re-appointed, her expertise in specific functional areas, names of companies in which she holds directorships, Committee membership/s / Chairmanship/s, shareholding etc. as stipulated under Secretarial Standard-2 issued by Institute of Companies Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

During the Financial Year 2021-22, the Board in consultation with the Nomination & Remuneration Committee (''NRC''), has revised the Annual Evaluation Framework for Board, Committee(s) and Individual Director(s) and the Directors have carried out the annual performance evaluation. The evaluation has been carried out through a questionnaire, formulated by NRC, covering various evaluation criteria, like Board composition, meeting of Board and participation of Board members, functions of the Board, committee(s) composition, functions of the committee(s), common understanding of roles & responsibilities; the Board adequately reviews and guides corporate strategies such as restructuring, major plans and policies, budgets, performance and expenditure, etc. Feedback was sought from each Director in the said questionnaire based on the framework and, thereafter, a summary of such performance evaluation, compiled by the Company Secretary, was reviewed and noted by the Board.

During the Financial Year 2021-22, The Board on recommendation of the Nomination & Remuneration Committee approved the revision in the Nomination and Remuneration Policy of the Company. The Policy consists of the criteria for appointment of Board members, Key Managerial Personnel and Senior Management of the Company, performance evaluation and succession planning process. Some of the indicators for

appointment of Directors, Key Managerial Personnel and Senior Management includes criteria for determining qualifications (educational, expertise etc.) and remuneration, positive attributes (personal qualities & characteristics, reputation etc.) with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at www.aoodvear. co.in/investor-relations.

10. A. BOARD MEETINGS

During the Financial Year 2021-22, 5 (five) Board Meetings were held, and details of Board and Committee meetinas attended by each Director are disclosed in the Corporate Governance Report annexed as part of Annual Report.

B. AUDIT COMMITTEE

The Board has duly constituted the Audit Committee and the details of the Committee meetinas and members who have attended the meetinas are disclosed in the Corporate Governance Report annexed as part of Annual Report. Further, all the recommendations from the Audit Committee were accepted by the Board.

11. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2021-2022.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not aranted any loans, auarantees or made investments within the meaning of Section 186 of the Act during the Financial Year 2020-21.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the Financial Year 2021-22 were in the ordinary course of business and on arm''s length basis. All transactions with related parties were periodically placed before the Audit Committee and Audit Committee has also provided omnibus approval for related party transactions on an annual basis which are of repetitive nature. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as ''Annexure-A'' to this Report.

The Policy on dealing with Related Party Transactions is available at the Investors Relations section on the Company''s website at www.goodvear.co.in/investor-relations.

14. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended on March 31, 2022 is available at the Investors Relations section on the Company''s website at www.goodyear.co.in/investor-relations.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have a Subsidiary, Joint Venture or

Associate Company.

16. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Act and rules made thereunder Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018) were appointed as Statutory Auditors to hold office from the conclusion of the 56th Annual General Meeting (AGM) held on August 09, 2017, until the conclusion of the 61st AGM to be held in the year 2022. There are no qualifications, reservations or adverse remarks and disclaimers made by Deloitte Haskins & Sells LLP, the Statutory Auditors, in their Audit Report for the Financial Year 2021-22. Further, there was no fraud reported by the Auditors of the Company for the Financial Year 2021-22. Therefore, no detail is required to be disclosed under Section 134(3) (ca) read with Section 143(13) of the Companies Act, 2013.

In accordance with the provisions of the Act and rules made thereunder and on recommendation of the Audit Committee of the Company, the Board of Directors have recommended to the members of the Company for its approval the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018), as the Statutory Auditors of the Company from the conclusion of 61^st AGM to be held in the year 2022 until the conclusion of the 66^th AGM to be held in the year 2027. The agenda item forms part of the 61^st AGM notice of the Company.

In view of the above, the Company has received written Consent and a ''Eligibility Letter'' from Deloitte Haskins & Sells LLP dated May 17, 2022 to the effect, inter-alia, that their re-appointment, if made, shall be in accordance with the limits specified under the provisions of Companies Act, 2013, that they meet the criteria of independence and that they are not disqualified for such appointment under provisions of applicable laws and rules framed thereunder.

(ii) Cost Auditors and their Report

Pursuant to the Section 148 of the Act read with applicable rules made thereunder and on recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co. (FRN: 000180), Cost Accountants, were re-appointed by the Board as Cost Auditors for conducting the audit of the cost records maintained by the Company for the Financial Year 2022-23, subject to ratification of remuneration by the Members in the ensuing AGM. The Company had received a letter from them to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Act and that they are not disqualified for such reappointment within the meaning of Section 141 of the Act.

Further, there was no fraud reported by the Cost Auditors of the Company for the Financial Year 2021-22. Therefore, no detail is required to be disclosed under Section 134(3Xca) read with Section 143(13) of the Companies Act, 2013.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

(iii) Secretarial Auditors and their Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report and Compliance Report is annexed herewith as Annexure-B to this Report duly certified by Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), as Secretarial Auditors of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except delay in filing of certain forms with the Registrar of Companies which was filed by the Company with additional fee due to some technical difficulties faced by the Company.

Further, there was no fraud reported by the Secretarial Auditors of the Company for the Financial Year 202122. Therefore, no detail is required to be disclosed under Section 134(3)(ca) read with Section 143(13) of the Companies Act, 2013.

17. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on applicable guidance on Internal Financial Control, is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report annexed as Annexure C, forming a part of this Report.

18. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal with concerns/complaints of directors and employees, if any. The details of the Policy are also provided in the Corporate Governance Report annexed as part of Annual Report and the Policy is available at the Investors Relations section on the Company''s website at www.goodvear. co.in/investor-relations.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as Annexure-C to this Report.

20. HUMAN RESOURCES

Industrial Relations

Industrial harmony was maintained during the year through peaceful and productive employee relations. To augment the skills of employees, multiple training sessions were imparted to employees on matters related to ethics and compliance, discipline, safety of the employees and environmental awareness. Wide-ranging employee engagement initiatives

e.g., celebrations of milestone & festivals were organized to increase and sustain the engagement levels of employees, which led to Goodyear India Ltd. being certified as a "Great Place to Workâ in the last quarter of 2021 by an independent reputed external agency. The total number of salaried and hourly paid employee as on March 31, 2022 stood at 938.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has continuously strived to be a socially, ethically and environmentally responsible corporate entity. During Financial Year 2021-22, the Company has invested in CSR projects on education, environment and healthcare infrastructural support for Covid-19 pandemic. Implementation of these projects were carried out either by the Company or through various partners with their expertise in the thematic areas with focus on the CSR initiatives being carried out in the communities of Ballabgarh and Faridabad where the Company''s manufacturing facility is located.

The annual report on CSR activities as required under the Act and rules made thereunder including the CSR activities undertaken by the Company during the year are set out in Annexure-D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the CSR Policy capturing area of focus of Company for CSR activities, organisation mechanism, implementation of projects etc., is also available at the Investors Relations section on the Company''s website at www.goodyear.co.in/investor-relations.

22. BUSINESS RESPONSIBILITY REPORT (BRR)

Business Responsibility Report for the Financial Year 202122 which includes principles to assess compliance with environmental, social and governance norms for the year under review is annexed as ''Annexure-E'' to this Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as ''Annexure-F'' to this Report.

24. RISK MANAGEMENT POLICY

The Board has constituted a Risk Management Committee in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Risk Management Committee has formulated the Risk Management Policy for the Company.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013. As per the said Policy, an Internal Committee (IC) is duly constituted by the Company. During the Financial Year 2021-22, no complaint was received by the Company and no complaints were outstanding at the end of the Financial Year 2021-22.

26. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rules 5 (1) is attached as Annexure-G of this Report. Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided to members upon request in writing made before the Annual General Meeting where in Financial Statements for the Financial Year 2021-22 are proposed to be adopted.

In terms of Section 136 of the Act read with MCA Circulars and SEBI Circulars, the copy of the Annual Report is being sent to the Members and others entitled thereto and is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) consecutive years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, the Company has transferred the following Dividend and Equity Shares during the Financial Year 2021-22 to IEPF Authority:

Base Financial Year	Unpaid/Unclaimed Dividend (In INR)	Underlying Equity Shares
December 31, 2013	4,054,320	11619

28. OTHER INFORMATION

(i) Sweat Equity Shares, Employee Stock Option/Right Issue/Preferential Issue

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2021-22.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the Financial Year 2021-22 by the regulators, courts or tribunals affecting the going concern status and Company''s operations in the future.

(iii) Material Changes & Commitments

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the Financial Year and upto the date of this Report.

(iv) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(v) Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the by the Institute of Company Secretaries of India.

(vi) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding under the Insolvency and Bankruptcy Code, 2016 ("IBC Codeâ) during the Financial Year and does not have any pending proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2021-22 with Banks or Financial Institution.

29. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us. The Board of Directors are also grateful to the holding for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Company''s commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks all stakeholder for their commitment and invaluable contributions toward helping our business succeed and on course to deliver sustainable and profitable growth.

Please do look after the health and safety of yourself and your families.

On behalf of the Board of Directors Sandeep Mahajan

May 26, 2022 (Chairman & Managing Director)

Place: Delhi DIN: 08627456

Mar 31, 2018

BOARDS REPORT

Dear Members,

The Directors are pleased to present the 57^th Annual Report of the Company along with the Companyâs audited financial statements for the Financial Year (FY) ended March 31, 2018.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the FY ended March 31, 2018 is given below. The figures of the current FY and previous FY have been prepared in accordance with the Indian Accounting Standards (âInd ASâ).

(Rs. in Lakhs)

2. FINANCIAL HIGHLIGHTS

During the FY 2017-18, the total income was Rs.174,262 lakhs as compared to Rs.166,001 lakhs in the previous FY 2016-17.

During the FY 2017-18, the revenue from operations was Rs. 170,597 lakhs as compared to Rs.162,710 lakhs in the previous FY 2016-17, registering an increase of 4.85%.

Profit before tax (PBT) during the FY 2017-18 was Rs. 19,928 lakhs as compared to Rs.19,561 lakhs in the previous FY 201617 showing an increase of 1.88%.

The total comprehensive income of the Company for the FY 2017-18 stood at Rs. 12,981 lakhs as compared to Rs.12,628 lakhs in the previous FY 2016-17, showing an increase of 2.80%.

During the FY 2017-18, the capital expenditure incurred amounted to Rs. 5,269 lakhs as compared to Rs. 4,174 lakhs in the previous FY 2016-17. The interest and other finance cost during the FY 2017-18 was Rs. 289 lakhs as compared to Rs.336 lakhs in the previous FY 2016-17.

3. DIVIDEND

Your Directors have recommended for your approval a final dividend of Rs.13 per equity share for the FY 2017-18 as against final dividend of Rs. 12.50/- per equity shares, in the previous FY 2016-17.

The final dividend, if approved at the ensuing Annual General Meeting (âAGMâ) of the Company, shall be paid to the eligible members within the stipulated time-period.

The final dividend, if approved at the ensuing AGM, will absorb a sum of Rs. 2,999 lakhs and tax on dividend will be Rs. 616 lakhs.

4. TRANSFER TO GENERAL RESERVE

During the FY 2017-18, the Company has not transferred any amount towards General Reserve.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a. The members of the Company are informed that the dividends that remain unpaid / unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, during the FY under review, the Company has transferred Unpaid/ Unclaimed dividend amounting to Rs. 2,981,377 lying with the Company for a period of seven years pertaining to the FY ended on December 31, 2009.

b. The members of the Company are also informed that as per the new provisions introduced in the year 2016, underlying equity shares on which dividend remain Unpaid/Unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, during the FY under review, the Company has transferred the following Unclaimed shares to IEPF Authority:

(i) 262,247 equity shares, pertaining to the FY ended on December 31, 2008, in respect of which dividend have not been claimed by the members for seven consecutive years.

(ii) 13,747 equity shares, pertaining to the FY ended on December 31, 2009, in respect of which dividend have not been claimed by the members for seven consecutive years.

6. OPERATIONS

Despite facing disruption from demonetisation and GST, the tyre industry was able to deliver a moderate growth in the FY 2017-18. Strong traction with Original Equipment

Manufacturers (OEMs) helped nullify the slow-down in the replacement business. Government budgetary support in

2017, increase in Minimum Support Price (MSP) and favourable financing options helped the OE business to continue on the growth momentum while supporting the replacement business to recover post GST upheaval.

In 2017, the business continued to focus on Innovation Excellence and launched 3 new products in rear farm tyre segment while extending the range in the front farm tyre 3 RIB. The business introduced the rear farm tyres in different applications catering to the needs of our consumers. The Company introduced Goodrock in the industrial application, after intensive testing and Vajra Super for harvesting operations. The Company also introduced Sampurna for the value segment of the Farm & Haulage application. In front farm tyre segment, we extended our FT 195 3 RIB range by adding sizes to serve the demand of our consumers

The Company manufactures automotive bias tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant and also trades in âGoodyearâ branded tyres including radial passenger tyres (consumer) manufactured by Goodyear South Asia Tyres Private Limited (âGSATPL), Aurangabad. The other products which the Company markets and sells include tubes and flaps.

Sales performance during the FY 2017-18 is as follows:

(Rs. in Lakhs)

Tyres	1,60,888
Flaps	122
Tubes	9,164

FY 2017-18 was quite challenging for our consumer replacement business as the overall industry growth was impacted by regulatory and policy changes. However, the economic forecast is improving, which is expected to drive overall industry growth. Also, the passenger car sales have been strong over the last couple of years which augurs well for our consumer replacement business in the future.

7. AWARDS AND RECOGNITIONS

During the FY 2017-18, the Company is proud to announce that it has received the following prestigious awards:

(i) âGolden Peacock Awardâ for âExcellence in Corporate Governanceâ in the rubber sector for the year 2017. This is the second consecutive year that the Company has earned the award. The award is an evidence of the Companyâs commitment and zeal in running the organization with the best corporate governance practices.

(ii) âFICCI Road Safety Award 2017â for the category âRoad Safety in Communityâ for the Safer Roads Safer You, a CSR initiative.

(iii) âBusiness Partner of the Yearâ from Mahindra Group Company - Swaraj.

8. FINANCIAL STATEMENTS (Full & Abridged)

In compliance with the Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR), 2015], the Company shall circulate:

(i) Soft copies of the full Annual Report containing Balance Sheet, Statement of Profit & Loss and the Boardsâ Report to all those shareholder(s) who have registered their email address(es) for the purpose.

(ii) A hard copy of the Abridged Annual Report containing the salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 (âthe Actâ) to the shareholder(s) who have not registered their email address(es); and

(iii) Hard copies of the full Annual Report to the shareholders, who request for the same.

The Board of Directors has decided to circulate the abridged Annual Report containing salient features of the Balance Sheet and Statement of Profit and Loss to the shareholders for the FY 2017-18.

A full version of the Annual Report including the complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto prepared as per the requirements set out in Schedule III to the Companies Act, 2013 and Indian Accounting Standards (Ind AS) is available on the Companyâs website at www.goodyear.co.in (Investor Relations section) and will also be shared with shareholder(s) upon request.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, the directors make the following statements that:

(i) in the preparation of the annual accounts for the FY 2017-18, the applicable accounting standards have been followed and that there are no material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the FY 2017-18 have been prepared on a going concern basis;

(v) the directors have laid down adequate internal financial controls which were followed by the Company effectively. The internal control system including internal financial controls of the Company is monitored by an independent Internal Audit Team, which encompasses examination/ periodic reviews to ascertain the adequacy of internal controls and compliance to the Companyâs policies. Weaknesses noted along with agreed upon action plans are shared with the Audit Committee, which ensures the orderly and efficient conduct of the business and effectiveness of the system of internal control. Internal Auditors, Audit Committee members and the Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of management;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. FUTURE OUTLOOK

The tractor industry continued to show strong growth in 2017 on the back of another year of normal monsoon. This was supported by a strong focus of the Government on agriculture as reflected in the current budget together with an increasing trend towards mechanization (Source: Crisil & ICRA). Hence, the mid to long-term outlook remains robust for the tractor industry.

The Financial Year 2018-19 outlook seems positive with the expectation of Rabi crop harvest to be at record levels as per the second advance estimate by Ministry of Agriculture together with a favourable monsoon outlook given by SKYMET & Indian Metrological Department (IMD) (Source: Ministry of Agriculture; SKYMET; IMD). The tractor industry is expected to achieve growth of 8 -10% (Source: CRISIL).

The farm tyre replacement industry which was impacted by liquidity crunch post demonetization has shown signs of recovery and is expected to deliver robust growth in the future (as per ICRA/CRISIL).

The passenger tyre industry is likely to register modest growth in the year 2018-19. Strengthening product portfolio, driving distribution expansion and brand building will be the key priorities in 2018-19.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company recognizes the importance of having a diverse Board in view of the current volatile business environment. The Company thus aims for an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management.

The following chart represents the change in Directors/KMPs during the FY 2017-18 in chronological order:

Name of the Director/KMP	Date of Appointment	Date of Cessation
Mr. James Constantine Venizelos -Director¹	-	August 9, 2017
Mr. Oliver Carsten Gloe - Alternate Director²	August 10, 2017	September 18, 2017

Mr. Oliver Carsten Gloe - Additional Director	September 19, 2017	-
Mr. Christopher Raymond Delaney - Director	-	September,18 2017
Mr. Leopoldo Estefano Maggiolo Gonzalez - Whole Time Director	-	October 31, 2017
Mr. Leopoldo Estefano Maggiolo Gonzalez - CFO (KMP)	-	October 31, 2017
Mr. Mitesh Mittal - Additional & Whole Time Director³	November 13,2017	-
Mr. Mitesh Mittal - CFO (KMP)³	November 13,2017	-
Mr. Ravi Vira Gupta⁴ - Independent Director	-	March 11, 2018
Mr. Rajiv Lochan Jain⁵ - Independent Director	March 12, 2018	-

Note:

1. Mr. James Constantine Venizelos (DIN: 07184802) had vacated the office of Alternate Director to Mr. Christopher Raymond Delaney (DIN: 07348894) since, Mr. Delaney returned to India on August 9, 2017.

2. Mr. Oliver Carsten Gloe (DIN: 07250426) vacated the office of Alternate Director to Mr. Christopher Raymond Delaney (DIN: 07348894) since Mr. Delaney resigned from the post of director of the Company. On recommendation of the Nomination and Remuneration Committee (NRC), the Board appointed Mr. Oliver Carsten Gloe as an Additional Director w.e.f. September

19, 2017. He has resigned from the directorship of the Company w.e.f. close of business hours of May 25, 2018.

3. On recommendation of NRC and Audit Committee, Mr. Mitesh Mittal (DIN: 05231968) has been appointed as Chief Financial Officer (CFO) and Whole Time Director, subject to approval of the members at the ensuing AGM w.e.f. November 13, 2017, for a period of 5 years.

4. Mr. Ravi Vira Gupta (DIN: 00017410) served as an Independent Director on the Board of the Company from March 12, 2015 to March 11, 2018, for a period of 3 years.

5. On recommendation of NRC, the Board has appointed Mr. Rajiv Lochan Jain (DIN: 00161022) as an Independent Director on the Board of the Company w.e.f. March 12, 2018, for a period of 5 years, subject to the approval of the members at ensuing AGM.

Mr. Rajeev Anand, Vice Chairman and Managing Director of the Company, has been re-designated as Chairman and Managing Director effective September 19, 2017.

Mr. Rajeev Anand, Chairman and Managing Director, is retiring by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment.

Ms. Nicole Amanda Nuttall has been appointed as an Additional Director on the Board, in the Board meeting held on May 25, 2018, effective from the date of allotment of Director Identification Number (DIN).

None of the Directors are disqualified from being appointed as, or holding office of Directors as stipulated in Section 164 of the Companies Act, 2013.

During the FY 2017-18, 5 (five) Board Meetings were held on May 26, 2017, August 09, 2017, September 18, 2017, November 13, 2017 and February 14, 2018 respectively. Details regarding the appointment and re-appointment of directors, attendance of the directors in the Board Meetings held during the FY 2017-18 are disclosed in the Corporate Governance Report forming a part of this Boardâs Report.

12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

As per Section 149(7) of the Companies Act, 2013, the Company has received a declaration of independence from all the Independent Directors as of March 31, 2018.

In the opinion of the Board, Independent Directors fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (LODR), 2015 and are independent of the management.

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on November 13, 2017 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all Independent Directors of the Company.

14. INSIDER TRADING REGULATION

The Company has adopted a âCode of Practices and Procedures for a Fair Disclosure of Unpublished Price Sensitive Information and Conduct for Regulation, Monitoring and Prevention of Insider Trading, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (âthe PIT Regulations, 2015â). The said Code is applicable to all Directors, KMPs, other Designated Persons and other persons as identified in the Code, who may have access to unpublished price sensitive information of the Company.

The Board of Directors at its meeting dated February 14, 2018, has updated and revised the existing Code, and it is available on the Companyâs website at www.goodyear.co.in (Investor Relations section).

15. DEPOSITS

The Company has neither accepted nor renewed any deposits during the FY 2017-18 in terms of Chapter V of the Companies Act, 2013. As of March 31, 2018, an amount of âNIL matured deposits remained unclaimed with the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loan, guarantees or made investments within the meaning of Section 186 of the Companies Act, 2013 during the FY 2017-18.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party transactions entered into by the Company were in the ordinary course of business and on armsâ length basis. The particulars of contracts or arrangements with related parties referred in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as âAnnexure Aâ to this Report.

18. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with rules made thereunder, extract of Annual Return of the Company in the prescribed Form -MGT 9 is annexed as âAnnexure Bâ to this Report.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

20. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on the applicable guidance on Internal Financial Control, is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report, forming a part of this Report.

21. RISK MANAGEMENT POLICY

The Company has embedded across all its functions a risk assessment and minimization procedure that is designed to ensure timely identification, reporting and mitigation of risk, if any, impacting the objectives and core values of the Company. Additionally, the Company has initiated ERM (Enterprise Risk Management) to minimize the adverse impact of risk by not only dwelling into risk management but also ensuring applicability of the global policies, understanding the current operating environment and developing the risk mitigation plans in relation to impact of the dynamic business scenario.

The Risk Management framework of the Company comprises of two essential elements: Risk Management Process and Structure to govern and monitor.

These risks and corresponding mitigation plans are monitored periodically, rated and presented to the Board of Directors and Audit Committee, for their review and inputs.

22. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018), having its office at 7^th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City Phase - II, Gurugram -122 002, Haryana, India were appointed as Statutory Auditors to hold office from the conclusion of the 56^th Annual General Meeting (AGM) held on August 09, 2017, until the conclusion of the 61st AGMto be held in the year 2022.

The Auditors Report on the financial statement for the period under review, which forms part of the Annual Report of the Company, are self - explanatory in nature.

There are no qualifications, reservations or adverse remarks and disclaimers made by Deloitte Haskins & Sells LLP, the Statutory Auditors, in their Audit Report for the FY 2017-18. Further, there was no fraudulent activity reported by the auditors of the Company for the FY 2017-18.

The Company maintains its books of accounts in electronic mode and the Company is maintaining a back-up of the same on a server located in India.

(ii) Cost Auditors and their Report

M/s Vijender Sharma & Co., Cost Accountants, having its office at 11, 3rd Floor, Hargovind Enclave, Vikas Marg, New Delhi - 110092, India were appointed as Cost Auditors for conducting the Cost Audit for the FY 2017-18. The Cost Audit Report for the FY 2016-17 was filed on September 7, 2017.

Pursuant to the Section 148 of the Companies Act, 2013 read with applicable rules made thereunder and on recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co., Cost Accountants, were re-appointed by the Board of Directors as Cost Auditors for conducting the cost audit of the Company for the FY 2018-19, subject to ratification of remuneration by the Members. The Company had received a letter from them to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.

(iii) Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. VKC & Associates, Company Secretaries (UCN- P2017UP060600), having its office at D-38, LGF (L/S) South Extension, Part-II, New Delhi-110049, India, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the FY 2017-18. The Secretarial Audit Report is annexed as âAnnexure Câ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

23. ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, a formal annual performance evaluation of the Board, its Committees and individual directors, including the Independent Directors was carried out during the FY 2017-18.

The Performance evaluation was carried out by the Nomination and Remuneration Committee based on the âAnnual Evaluation Frameworkâ prepared by the Committee.

Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman, and non-executive directors as stipulated under the SEBI (LODR), 2015.

The details of annual performance evaluation are mentioned in the Corporate Governance Report forming a part of this Report.

24. CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT

The Company upholds its commitments towards the highest standard of Corporate Governance practices. The Company has put in place efficient and effective systems to ensure proper compliance with regulatory provisions. As per the applicable provisions of the SEBI (LODR), 2015, a detailed Corporate Governance Report together with the Auditorsâ Certificate on the compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report forms part of the Annual Report and is annexed as âAnnexure Dâ to this Report.

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

(i) Board Meetings

Particulars of Board Meetings held during the FY 201718, including composition and category of Directors are mentioned under the head âBoard of Directorsâ.

(ii) Audit Committee

Particulars of role, composition and meetings of Audit Committee of the Company during the year are mentioned under the head âAudit Committeeâ.

(iii) Other Board Committees

Particulars of committees of the Board, other than Audit Committee, including Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee are detailed under their respective separate headings.

(iv) Nomination and Remuneration Policy

Particulars of policy on Nomination and Remuneration of Director, Key Managerial Personnel and Senior Management are mentioned under the head- âNomination and Remuneration Committee (NRC)â.The Nomination and Remuneration Policy is also available on www.goodyear.co.in (Investor Relations section).

(v) Vigil Mechanism (including Whistle Blower Mechanism/ Policy)

In terms of the SEBI (LODR), 2015, the Company has formulated its Vigil Mechanism (including Whistle Blower Mechanism/Policy)to deal with concerns/complaints of directors and associates, if any. The Policy is available on the Companyâs website at www.goodyear.co.in(Investor Relations section).

25. HUMAN RESOURCES Industrial Relations

Industrial harmony was maintained during the year through cordial and productive employee relations. A formal tripartite settlement was signed before the Deputy Labour Commissioner, Faridabad, Haryana on September 02, 2017. The Collective Bargaining Agreement (CBA) is effective from May 01, 2017 and valid till April 30, 2020. This new settlement will help the Ballabgarh factory to improve productivity and operational efficiencies, which will offset the cost of the CBA. High priority was given by the management to training and development related to ethics and compliance, discipline, safety of the employees and environmental awareness. The total number of salaried and hourly paid associates as on March 31, 2018 stood at 908.

Particulars of Employees (Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

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 as âAnnexure Eâ to this Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is actively involved in contributing to society by working to create positive outcomes for people, communities and the world around us by way of various CSR projects. The CSR efforts of the Company are driven by the on-going commitment to safety, wellness and environmental protection. The Company constantly strives to be a socially, ethically and environmentally responsible Company. The Companyâs CSR projects for FY 2017-18 were focused on the areas of health & sanitation, road safety & skill building, and education. The Company undertakes a comprehensive partner selection and due diligence process to ensure that the on boarded implementation partners have the required experience & expertise to be able to implement the projects successfully. Further, the Company periodically monitors progress on defined key performance indicators for each of the projects. The Company has successfully implemented Corporate Social Responsibility (âCSRâ) initiatives such as âSafer Roads Safer Youâ - a driver training programme for fleet operators in collaboration with the Institute of Road Traffic Education (IRTE). In collaboration with the International Association for Human Values (IAHV), the Company has also implemented the âHealthy India Programâ- a health and sanitation program, with a long-term goal of creating Open Defecation Free (ODF) in Maharashtra. In addition to the above, the Company also supported an ongoing project called âChildren of Vulnerable Familiesâ by the India Vision Foundation (IVF) under which it supported the education of female children of prison inmates.

The Company has a structured CSR Policy, formulated under the provisions of the Companies Act, 2013. The Company also has in place a CSR Committee duly constituted in accordance with the requirements of Section 135 of the Companies Act, 2013 read with rules made thereunder, as amended, to formulate and monitor the CSR policy of the Company.

The Company is proud to announce that it has been awarded, the âFICCI Road Safety Award 2017â for the category âRoad Safety in Communityâ for Safer Roads Safer You.

The Annual Report on CSR activities for the Financial Year 2017-18 is annexed as âAnnexure Fâ to this Report pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as âAnnexure Gâ to this Report.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Committee (ICC) is in place to redress complaints received regarding sexual harassment. During the FY 2017-18, following is the summary of complaints received and disposed of:

No. of complaints received: NIL

No. of complaints disposed of: NIL

29. OTHER INFORMATION

(i) Sweat Equity Shares, Employee Stock Option

The Company has not issued any Sweat Equity Shares and has not provided any Stock Option Scheme to the employees during the period under review.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the FY 2017-18 by the regulators or courts or tribunals affecting the going concern status and Companyâs operations in future.

(iii) Material Changes & Commitments

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the FY and the date of this Report.

The Board of Directors of the Company, at its meeting held on May 25, 2018, has approved a loan for an amount not exceeding Rs. 260 Crores (âLoanâ) to Goodyear South Asia Tyres Private Limited (âGSATPL), a fellow subsidiary, for GSATPLs business purposes. The Loan is subject to approval of the members of the Company at the ensuing AGM in terms of Section 185 of Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Loan, if approved by the members of the Company, will reflect in the Financial Statements of the Company for the FY 2018-19.

(iv) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(v) Compliance with Secretarial Standards

The Company complies with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings).

30. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation and gratitude to all the stakeholders of the Company for the trust, confidence and support provided to us. The Board of Directors is also grateful to the holding and fellow subsidiary companies for their contribution towards the progress of the Company.

The Board of Directors hereby promises to uphold the Companyâs commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

On behalf of the Board of Directors

Rajeev Anand Rajiv Lochan Jain

(Chairman & (Director)

May 25, 2018 Managing Director) DIN: 00161022

New Delhi DIN: 02519876

Mar 31, 2017

Dear Members,

The Directors are pleased to present the 56^th Annual Report of the Company and the Companyâs Audited Financial Statements for the Financial Year ended March 31, 2017.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2017 (12 months) is given below. The figures of the current Financial Year and previous Financial Year have been prepared in accordance with Indian Accounting Standards (âInd ASâ). The preceding Financial Year of the Company was changed from a January-December cycle to an April-March cycle in compliance with the provisions of the Companies Act, 2013, which prescribes a uniform Financial Year. Accordingly, the Financial Statements of the previous Financial Year were for 15 months i.e. effective from January 01, 2015 to March 31, 2016. Therefore, the figures of the current Financial Year ended March 31, 2017 are not comparable with the figures of the previous Financial Year ended March 31, 2016.

(Rs. in Lakhs)

Particulars	12 months ended March 31, 2017	15 months ended March 31, 2016
Total Income	166,001	189,697
Less: Total Expenditure	146,440	171,270
Profit Before Tax	19,561	18,427
Less: Income Tax Expense: Current Tax Deferred Tax	7,033 (209)	6,826 (375)
Profit before other comprehensive income	12,737	11,976
Other comprehensive income for the year, net of tax	(109)	(10)
Total comprehensive income for the year	12,628	11,966

The Company is proud to share the key highlights of the Companyâs financial performance for the financial year ended March 31, 2017 (12 Months) as compared to the previous financial year ended March 31, 2016 (15 Months). The total income was Rs.166,001 lakhs as against Rs.189,767 lakhs in the previous year.

Profit before tax (PBT) was Rs.19,561 lakhs against Rs.18,427 lakhs in the previous year showing an increase of 6.15% and the total comprehensive income of the Company for the year stood at Rs.12,628 lakhs against Rs.11,966 lakhs in the previous year showing an increase of 5.53%.

2. DIVIDEND

Your Directors have recommended payment of dividend @ Rs. 12.50/- per equity share for the Financial Year 2016-17. The recommended dividend will absorb a sum of Rs. 2,883 lakhs and tax on dividend will be Rs. 587 lakhs.

3. OPERATIONS

The Company manufactures automotive bias tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant and also trades in âGoodyearâ branded tyres [including radial passenger tyres (consumer)] manufactured by Goodyear South Asia Tyres Private Limited (âGSATPL), Aurangabad. The other products which the Company markets and sells include tubes and flaps.

The sales performance during the Financial Year 2016-17 is as follows:

(Rs. in Lakhs)

Tyres	154,618
Flaps	151
Tubes	7,746

The Company has made considerable efforts to refresh product portfolio with the introduction of new product patterns, gradual phase out of outdated patterns and strengthened offerings in the Sports Utility Vehicle (SUV) segment. The business has been focused on working towards expanding distribution footprint and continues to invest in expanding its branded store format. Brand building is an area of focus for our business with significant efforts and investments especially in the Digital space to improve consumer experience and engagement.

4. AWARDS AND APPRECIATIONS

During the year under review, the Company is proud to announce that it has received several accolades and appreciations for its work including:

(i) âGolden Peacock Awardâ for âExcellence in Corporate Governanceâ in rubber sector for the year 2016. The Golden Peacock awards are the pinnacle for an organization in Corporate Excellence and this honor showcases Goodyearâs commitment towards having a sustainable and effective Corporate Governance system;

(ii) âIndia CSR Awards - Recognizing CSR Innovation and Leadership 2017â under Road Safetyâ category;

(iii) âBusiness Partner of the Yearâ from Mahindra & Mahindra Tractor;

(iv) âBest Delivery Awardâ from Escorts Agro Machinery;

(v) âSupplier Excellence Award/ Annual Commodity Awardâ from Mahindra & Mahindra Tractor;

(vi) âBest Supplier Awardâ from Tractors and Farm Equipment Limited;

(vii) âBest Performer Awardâ from Escorts Agro Machinery; and

(viii) âAchieving Excellence in recognition of Partner-level Performanceâ from John Deere.

5. FINANCE AND ACCOUNTS

During the Financial Year 2016-17, the capital expenditure incurred amounted to Rs. 4,174 lakhs. The interest and other finance cost during the Financial Year 2016-17 was Rs. 336 lakhs.

As of March 31, 2017, an amount of NIL matured deposits remained unclaimed.

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

6. FINANCIAL STATEMENTS (Full & Abridged)

In compliance of Regulation 36 of the SEBI (LODR), 2015, the Company shall circulate:

(i) Soft copies of the full Annual Report containing its Balance Sheet, Statement of Profit & Loss and Directorsâ Report to all those shareholder(s) who have registered their email address(es) for the purpose.

(ii) Hard copy of Abridged Annual Report containing the salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 (âthe Actâ) to the shareholder(s) who have not registered their email address(es); and

(iii) Hard copies of full Annual Report to the shareholders, who request for the same.

The Board of Directors has decided to circulate the abridged Annual Report containing salient features of the Balance Sheet and Statement of Profit and Loss to the shareholders for the Financial Year 2016-17. Beginning April 1, 2016, the Company has for the first time adopted Ind AS with a transition date of January 1, 2015, but the format for abridged annual report is not yet notified by Ministry of Corporate Affairs. Therefore, in absence of the format notified in line with the Ind AS, the Company has prepared Abridged Annual Report (containing the salient features of all the documents) in line with the Full Annual Report as prepared under Ind AS.

A full version of the Annual Report including the complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto prepared as per the requirements set out in Schedule III to the Act and Indian Accounting Standards (Ind AS) will be available at the Companyâs website www.goodyear. co.in (Investor Relations section) and will also be made available to the shareholder(s) upon request.

7. DIRECTORSâ RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

Your Directors state that the annual accounts of the Company have been prepared in conformity, in all material respects, with the applicable accounting standards in India supported by reasonable and prudent judgments and statements so as to give a true and fair view of the state of affairs of the Company and of the results of the operations of the Company. Significant accounting policies followed are appearing in Note no.1 to the Notes of the financial statements.

The financial statements of the Company have been audited by Price Waterhouse & Co Bangalore LLP (ICAI Firm Registration No- 007567S/ S-200012). A reference may be made to their report dated May 26, 2017 to the members together with Annexures thereto containing information as per the requirements under the Companies (Auditorâs Report) Order, 2016 and report on Internal Financial Controls over financial reporting, that is attached with these financial statements.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable laws for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The internal control system including internal financial controls of the Company is monitored by an independent Internal Audit Team, which encompasses examination/ periodic reviews to ascertain adequacy of internal controls and compliance to the Companyâs policies. Weaknesses noted along with agreed upon action plans are shared with the Audit Committee, which ensures orderly and efficient conduct of the business and effectiveness of the system of internal control. Internal Auditors, Audit Committee members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of management.

The annual accounts have been prepared on a going concern basis.

The Directors have laid down internal financial controls to be followed by the Company, through periodic checks and testing procedures, they monitor compliance to the internal financial controls to ascertain that they are adequate and operating effectively. The Directors have devised appropriate systems that are designed to ensure compliance with the provisions of all applicable laws and they monitor adequacy and operating effectiveness of the same periodically.

8. FUTURE OUTLOOK

The tractor industry showed strong recovery after two years of back to back de-growth due to failure of monsoon. This was supported by a strong focus of the Government on agriculture as reflected in the current budget together with an increasing trend towards mechanization (Source: Crisil & ICRA). Hence, the mid to long term outlook remains robust.

The Financial Year 2017-18 outlook seems positive with expectation of Rabi crop harvest to be at record levels as per second advance estimate by Ministry of Agriculture together with a favourable monsoon outlook given by the Indian Metrological Department (âIMDâ) (Source: Ministry of Agriculture). The Tractor industry is expected to post a growth of 6 -7% (Source: ICRA)

The passenger tyre industry is likely to register a modest growth in the year 2017-18. Driving distribution expansion, increasing the reach of branded retail stores and building brand salience through investments in brand building especially in the digital space will continue to be the key priorities in 2017-18.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company recognizes the importance of having a diverse Board in view of the current volatile business environment. The Company thus aims at an appropriate mix of executive, non-executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management.

During the Financial Year 2016-17, Mr. James Constantine Venizelos (DIN: 07184802) (âMr. Venizelosâ), Alternate Director to Mr. Christopher Raymond Delaney (DIN: 07348894) (âMr. Delaneyâ) had vacated his office on May 27, 2016 upon the return of Mr. Delaney to India. Later, the Board in its meeting dated May 30, 2016 re-appointed Mr. Venizelos as Alternate Director to Mr. Delaney, effective from June 1, 2016. Consequent to the return of Mr. Delaney to India, Mr. Venizelos again vacated his office on August 30, 2016. However, Mr. Venizelos was again re-appointed as Alternate Director to Mr. Delaney in the Board Meeting dated on August 30, 2016, effective from September 1, 2016.

During the Financial Year 2016-17, Mr. Yashwant Singh Yadav, Director - HR & Corporate Affairs, (DIN: 03288600) has resigned effective close of business hours of February 8, 2017. The Board of Directors has placed on record its warm appreciation of the rich contribution made by Mr. Yashwant Singh Yadav and the leadership provided by him during his tenure as Director - HR & Corporate Affairs.

Further, the Board, post recommendations of the Nomination and Remuneration Committee and the Audit Committee of the Company, in its meeting held on February 8, 2017, appointed Mr. Leopoldo Estefano Maggiolo Gonzalez (DIN: 07318939) (âMr. Leoâ), acting in position of Chief Financial Officer, as Additional and Whole time Director of the Company, liable to retire by rotation, subject to the approval of the Members in the ensuing Annual General Meeting, for a period of three years, effective February 9, 2017. The Company has received the requisite notice in writing from the Member proposing the candidature of Mr. Leo as Director liable to retire by rotation in the forthcoming Annual General Meeting of the Company.

Mr. Christopher Raymond Delaney, Director of the Company, is retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The information relating to Mr. Leoâs appointment and Mr. Delaneyâs re-appointment also appears under the head âOther Informationâsâ, in the Corporate Governance Report.

During the Financial Year 2016-17, 4 (four) Board Meetings were held on May 30, 2016, August 30, 2016, November 15, 2016 and February 8, 2017 respectively. Details regarding attendance of Board Meeting by each of the Directors are given in the Corporate Governance Report forming part of this Directorsâ Report.

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

As per Section 149(7) of the Companies Act, 2013, the Company has received declaration of independence from all the Independent Directors as on March 31, 2017.

11. INSIDER TRADING REGULATION

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (âthe PIT Regulations, 2015â) on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

The Company has put in place the âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Conduct for Regulation, Monitoring and Prevention of Insider Tradingâ and the same is available at the Companyâs website www.goodyear.co.in (in Investor Relations section).

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

NIL

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party transactions entered into by the Company were in the Ordinary course of Business and on Armsâ Length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as âAnnexure Aâ to this Report.

14. ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act, 2013 read with rules made there under, extract of Annual Return of the Company in the prescribed Form - MGT 9 is annexed as âAnnexure Bâ to this Report.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

16. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on the applicable available guidance on Internal Financial Control, is adequate and effective.

17. RISK MANAGEMENT POLICY

The Company has embedded across all its functions a risk assessment and minimization procedure that is designed to ensure timely identification, reporting and mitigation of risk, if any. Apart from aforesaid, the Company has initiated ERM (Enterprise Risk Management) to minimize the adverse impact of risk by not only dwelling into risk management but also ensuring applicability of the global policies, understanding the current operating environment and developing the risk mitigation plans in relation to impact of the dynamic business scenario.

The Board of Directors of the Company periodically reviews the key issues of Companyâs operations and any element of risk therein. In the opinion of the Board there is no identified risk, which may threaten the operations of the Company.

18. STATUTORY AUDITORSâ AND AUDITORSâ REPORT

The retiring Statutory Auditors, Price Waterhouse & Co Bangalore LLP (ICAI Firm Registration No. 007567S/ S-200012), Chartered Accountants, hold office as Statutory Auditors until the conclusion of this 56^th Annual General Meeting.

In terms of Section 139 of the Act and other applicable provisions, if any, read with the Companies (Audit and Auditor) Rules, 2014, an audit firm, which has completed its term of two consecutive terms of five years each, shall not be eligible for re-appointment as Statutory Auditor in the same Company for next five years from the completion of previous term. In view of the above, Price Waterhouse & Co Bangalore LLP, Statutory Auditors of the Company, have completed their two terms of five consecutive years in the current Financial Year.

Accordingly, the Audit Committee and the Board of Directors of the Company recommends the appointment of Deloitte Haskins & Sells LLP (ICAI Firm Registration No.: 117366W/ W-100018), Chartered Accountants, in place of Price Waterhouse & Co Bangalore LLP, Chartered Accountants. The appointment of Deloitte Haskins & Sells LLP, if made, shall be for a term of five consecutive years commencing from the Companyâs financial year 2017-18 to hold office from the conclusion of this 56^th Annual General Meeting of the Company till the conclusion of the 61^st Annual General Meeting to be held in 2022. The remuneration of the Auditors would be fixed by the Board of Directors of the Company in consultation with the Auditors and with due recommendation of the Audit Committee of the Company.

In view of the above, the Company has received written Consent and a âEligibility Letterâ from Deloitte Haskins & Sells LLP dated April 26, 2017 to the effect, inter-alia, that their appointment, if made, shall be in accordance with the limits specified under the provisions of Companies Act, 2013, that they meet the criteria of independence and that they are not disqualified for such appointment under provisions of applicable laws and rules framed there under.

There are no qualifications, reservations or adverse remarks and disclaimers made by Price Waterhouse & Co Bangalore LLP, the Statutory Auditors, in their Audit Report for the Financial Year under review.

The Company maintains its books of accounts and other papers in electronic mode and the Company is in process of maintaining the back-up of the same on a server located in India.

19. COST AUDITOR

M/s Vijender Sharma & Co., Cost Accountants, 11, 3^rd Floor, Hargovind Enclave, Vikas Marg, New Delhi - 110092 were appointed as cost auditor for conducting the cost audit for the Financial Year 2016-17. The Cost Audit Report for the Financial Year 2015-16 was filed on September 27, 2016. Pursuant to section 148 of the Companies Act, 2013 read with applicable rules of the act and the recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co., Cost Accountants, were re-appointed by the Board of Directors as Cost Auditors for conducting the cost audit of the Company for the Financial Year 2017-18, subject to ratification of remuneration by the Members. The Company had received a letter from them to the effect that their re-appointment would be within the limits prescribed under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

20. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board appointed M/s V K Chaudhary & Co, Practicing Company Secretary Firm (Now known as - M/s VKC & Associates, Company Secretaries) (UCN-P2017UP060600), having its office at C-140, Sector 51, Noida, U.P, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report is annexed as âAnnexure Câ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. BOARD EVALUATION

As per the provisions of Companies Act, 2013 and SEBI (LODR), 2015, the Nomination and Remuneration Committee devised the âAnnual Evaluation Frameworkâ for the Board, Committee(s) and individual Director(s) for the Financial Year 2016-17. Accordingly, an annual evaluation was carried out of the performance of the Board, its Committees and Individual Director(s) including Independent Directors during the year. The details of Companyâs remuneration policy and performance evaluation of Board, are mentioned in the Corporate Governance Report (Annexure-D) forming part of this Directorâs Report.

22. CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT

As per the applicable provisions of the SEBI (LODR), 2015, a detailed Corporate Governance Report together with the Auditorsâ Certificate on the compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report forms part of the Annual Report and is annexed as âAnnexure Dâ to this Report.

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

(a) Board Meetings

The particulars of Board Meetings held during the Financial Year 2016-17, including composition and category of Directors are mentioned under the head-âBoard of Directorsâ.

(b) Disclosure regarding Audit Committee

Details regarding the role, composition and meetings of Audit Committee of the Company during the year are mentioned under the head- âAudit Committeeâ.

Particulars of Committees of the Board, other than Audit Committee, including Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee are detailed under their respective separate headings.

Particulars of Committees of the Board inter-alia include details of their composition, changes in such composition, if any, and their meetings during the year.

(d) Nomination and Remuneration Policy

Details regarding Policy on Nomination and Remuneration of Director, Key Managerial Personnel and Senior Management are mentioned under the head- âNomination and Remuneration Committee (NRC)â.

(e) Vigil Mechanism (including Whistle Blower Mechanism/ Policy)

In terms of the SEBI (LODR), 2015, the Company has formulated its Vigil Mechanism (including Whistle Blower Mechanism/Policy), the details of which is mentioned under the head-âDisclosuresâ.

23. HUMAN RESOURCES

Industrial Relations

Industrial peace and harmony was maintained during the year through cordial and productive employee relations. The new Factory Union Committee was elected on November, 8, 2016 and took over the charge. Hiring of 62 Hourly Associates has been done. Capability building training was conducted on different topics like Safety, Shop Floor Management, basic IT skills and attitudinal training for Union transformation. The Companyâs Ballabgarh Plant received two Goodyear Global best practices awards and one regional award for improving energy efficiency. Total number of salaried and hourly associates as on March 31, 2017 stood at 924.

Particulars of Employees (Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (âCSRâ) Committee of the Company is duly constituted in accordance with the requirements of Section 135 of the Companies Act, 2013 read with rules made there under, as amended, to formulate and monitor the CSR policy of the Company.

The Company constantly strives to be a socially, ethically and environmentally responsible Company. The Company has successfully implemented Corporate Social Responsibility (âCSRâ) initiatives such as âSafer Roads Safer Youâ - a driver training programme for fleet operators in collaboration with Institute of Road Traffic Education (IRTE). The initiative is a livelihood enhancement project with its main focus on driver education, road safety and traffic laws.

The Company is proud to announce that it has been awarded âIndia CSR Awards - Recognizing CSR Innovation and Leadership 2017â under âRoad Safetyâ category.

The Annual Report on CSR activities for the Financial Year 2016-17 is annexed as âAnnexure Fâ to this Report pursuant to Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as âAnnexure Gâ to this Report.

26. DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Complaint Committee (ICC) is in place to redress complaints received regarding sexual harassment. During the Financial Year 2016-17, following is the summary of complaints received and disposed of:

No. of complaints received: NIL No. of complaints disposed of: N.A.

27. OTHER INFORMATION

(a) Sweat Equity Shares, Employee Stock Option

The Company has not issued any Sweat Equity Shares and had not provided any Stock Option Scheme to the employees during the period under review.

(b) Details of significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and Companyâs operations in future. None

There have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.

28. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companyâs esteemed shareholders, customers, suppliers, associates, bankers, the Municipality, the State Government and the Central Government etc. for their valuable contribution and continued support. Your Directors also wish to place on record their deep appreciation to The Goodyear Tire & Rubber Company, Akron, Ohio, USA and its subsidiaries for its continued support and contribution in all the spheres of operations.

The Company has been able to operate efficiently because of the continuous improvement and hard work put in by all functions as well as the efficient utilization of the Companyâs resources, which has enabled the Company to continue to grow stronger.

On behalf of the Board of Directors

Rajeev Anand R V Gupta

(Vice Chairman & (Director)

May 26, 2017 Managing Director) DIN: 00017410

New Delhi DIN: 02519876

Dec 31, 2014

Dear Members,

The Directors are delighted to present the report on the business and operations of the Company for the year ended December 31,2014:

1. THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs ("MCA") has notified 282 sections of the Companies Act, 2013 in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014. The Companies Act, 1956 continues to be in force to the extent of the corresponding provisions of the Companies Act, 2013, which are yet to be notified. MCA vide its Circular dated April 4, 2014 has clarified that the financial statements (and documents attached thereto), auditors'' report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956. Accordingly the Company has prepared this Board''s Report in accordance with the provisions of the Companies Act, 1956, however, the Company has made such disclosures under the Companies Act 2013, as considered appropriate.

2. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the year ended December 31, 2014 is as follows: (Rs. In Lakhs) Particulars 2014 2013

Total Sales & Other Income 174,061 173,611

Less: Excise Duty 12,962 13,717

Net Sales & Other Income 161,099 159,894

Less: Total Expenditure Excluding 142,556 142,968 Interest & Depreciation

Profit before Interest, 18,543 16,926

Depreciation & Tax

Less: i) Finance Cost 341 216

ii) Depreciation 2,851 2,518

Profit before Tax 15,351 14,192

Less: Provision for Taxation:

Current Tax 5,164 4,604

Deferred Tax 63 181

Profit after Tax 10,124 9,407

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

3. DIVIDEND

Your Board recommends a dividend @ Rs 10 per equity share for the year 2014. The recommended dividend will absorb a sum of Rs. 2307 lakhs and tax on dividend will be Rs. 472 lakhs. Out of the surplus, an amount of Rs. 1020 lakhs is transferred to General Reserve and balance carried to the Balance Sheet as at December 31, 2014 is Rs. 6325 lakhs.

4. OPERATIONS

The Company manufactures automotive bias tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant and also trades in "Goodyear" branded tyres [including radial passenger and Off The Road (OTR) bias tyres] manufactured by Goodyear South Asia Tyres Private Limited (GSATPL), Aurangabad. The other products in which the Company markets and sells include tubes, flaps and Radial OTR imported tyres.

The sales performance during the year is as follows: (Rs. in Lakhs)

Tyres 161,200

Flaps 51

Tubes 9,626

The Company feels proud to have been awarded "Business Partner of the Year Award" from Mahindra & Mahindra (M&M). This is the highest level award for any supplier bestowed by M&M.

The Company has been conferred second consecutive global recognition as a Partner-level supplier by John Deere. This is also the highest level global award in their achieving excellence program. The honor is in recognition of your Company''s dedication to providing products and service of outstanding quality as well as commitment to continuous improvement.

The Company has been re-certified as being a Class A S&OP (Sales and Operations Planning) entity by Goodyear''s internal global audit team. This certification reinforces the commitment of the business towards process orientation and a drive towards continuous improvement.

This year also saw the introduction of Assurance Triple Max tyres catering to the need of consumers who are looking for safety (braking ability being a key driver) as a key requirement from their tyres. We have also strengthened our presence and portfolio in SUV segment with launch of Wrangler ATSA tyres. In our Consumer business we have been able to increase contribution from higher rim sizes, thereby improving overall profitability and adding market share.

5. FINANCE AND ACCOUNTS

During the year, additions to fixed assets amounted to Rs. 5,855 lakhs as against Rs. 3,807 lakhs in the previous year. The Capital expenditure incurred amounted to Rs.4,120 lakhs. The interest and other finance cost during the year was Rs. 341 lakhs.

As of the end of December 2014, an amount of NIL matured deposits remained unclaimed.

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

6. FINANCIAL STATEMENTS (Full & Abridged)

In terms of Clause 32 of the Listing Agreement, your Company shall supply:

(i) Soft copies of full Annual Reports containing its Balance Sheet, Profit & Loss account and Directors'' Report to all those shareholder(s) who have registered their email address(es) for the purpose.

(ii) Hard copy of Abridged Annual Report containing the salient features of all the documents, as prescribed in Section 219 of the Companies Act, 1956 to those shareholder(s) who have not so registered their email address(es); and

(iii) Hard copies of full Annual Reports to those shareholders, who request the same.

The Board of Directors has decided to circulate the abridged Annual Report containing salient features of the Balance Sheet and Profit And Loss account to the shareholders for the financial year 2014. A Full version of the Annual Report will be available on Company''s website www.goodyear.co.in and will also be made available to investors upon request.

7. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134 (3) (c) OF COMPANIES ACT, 20131 CORRESPONDING TO SECTION 217 (2AA) OF COMPANIES ACT, 1956 READ WITH CLAUSE 49 (III) (D) (4) (A) OF LISTING AGREEMENT

Dear Directors state that the annual accounts of the Company have been prepared in conformity, in all material respects, with the generally accepted accounting standards in India and supported by reasonable and prudent judgments and statements so as to give a true and fair view of the state of affairs of the Company and of the results of the operations of the Company. Significant accounting policies followed and other disclosures are appearing in Note 2 to the Notes of the financial statements.

These financial statements of the Company have been audited by Price Waterhouse & Co., Bangalore LLP (FRN: 007567S/ S-200012). A reference may be made to their report dated February 27, 2015 to the members together with Annexure thereto containing information per requirement under the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment), Order, 2004 attached with these annual accounts.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable laws for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The internal control system including internal financial controls of the Company is monitored by an independent internal audit team, which encompasses examination/ periodic reviews to ascertain adequacy of internal controls and compliance to Company''s policies. Weaknesses noted along with agreed upon action plans are shared with audit committee, which ensures orderly and efficient conduct of the business and effectiveness of the system of internal control. Internal auditors, Audit Committee members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of management.

The annual accounts have been prepared on a going concern basis.

Directors have laid down internal financial controls to be followed by the Company; through periodic internal audits they monitor compliance to the internal financial controls to ascertain whether they are adequate and operating effectively. The Directors have devised appropriate systems to ensure compliance with the provisions of all applicable laws and they monitor adequacy and operating effectiveness of the same on periodically.

8. FUTURE OUTLOOK

Indian tractor penetration still lags behind the global average (19 vs. 21 per 1000 hectares) (Source: CRISIL Research 2013). Tractor growth in India is likely to remain robust in future. With the current shortage of labor, there is an increasing trend towards mechanization, which will boost the tractor demand in the future. Mid term outlook seems positive with better winter crop expected leading to better disposable income. Long term outlook remains robust based on industry and macro trends (Source: CRISIL Research 2015).

The passenger tyre industry is likely to register a modest recovery in the year 2015. Your Company will continue to work closely with OEMs for the introduction of new products from their dealerships. We shall also be focusing on increasing distribution reach and presence in branded retail segment in the market.

9. DIRECTORS

Mr Daniel Lawrence Smytka, Chairman is retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment. The information relating to his reappointment is also appearing under the head ''Directors'' in the Corporate Governance Report.

The Board of Directors, at its meeting held on June 6, 2014, had appointed Ms Sudha Ravi as an Additional Director in the capacity of an Independent Director of the Company with effect from June 7 2014. The Board at its Meeting held on November 5, 2014 also proposed the re - appointment of its existing Independent Directors Mr Ravi Vira Gupta and Mr. C Dasgupta in terms of the Companies Act, 2013. The said appointment of Ms Sudha Ravi and reappointment of existing Independent Directors is being proposed for approval of Members via postal ballot notice dated January 16, 2015, the results of which will be announced on March 12, 2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year ended on December 31, 2014, Five (5) Board Meetings were held on February 27, 2014, May 15, 2014, June 6, 2014, July 30, 2014 and November 5, 2014.The details regarding Company''s remuneration policy, evaluation of Board and the Directors is mentioned in the Corporate Governance Report forming part of this Director''s Report.

10. CHANGE IN FINANCIAL YEAR

In compliance of applicable provisions of the Companies Act 2013, read with rules made thereunder, as amended, the Board of Directors of your Company at its meeting held on February 27, 2015 approved the change of the Financial Year from (January 1 to December 31) to (April 1 to March 31). In view of the above, for the first year of implementation, the Financial Year would be from January 1, 2015 to March 31, 2016 (i.e.15 months) and thereafter, would be effective April 1 of that year to March 31 of next year.

11. STATUTORY AUDITORS

M/s. Price Waterhouse & Co., Bangalore LLP (FRN: 007567S/ S-200012) [(formerly Price Waterhouse & Co., Bangalore, Firm Registration Number: 007567S)], the Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for Financial Year 201516 (15 Months) and to hold office till the conclusion of next Annual General Meeting to be held in the year 2016. In view of the above, a "written consent" and a "Certificate" to act as an auditor of the Company for a period beginning the date of ensuing Annual General Meeting till the conclusion of Annual General Meeting for the year ending on March 31, 2016 subject to the compliance of Section 139 of Companies Act, 2013 and other applicable provisions of the Act and Rules, as amended, has been received from M/s. Price Waterhouse & Co., Bangalore LLP (FRN: 007567S/ S-200012).

12. COST AUDITORS

M/s Vijender Sharma & Co., Cost Accountants, 11,3rd Floor, Hargovind Enclave, Vikas Marg, New Delhi - 110092 was appointed as cost auditor for conducting the cost audit for the year ending December 31, 2014. The due date for filing of the cost audit report with the Ministry of Corporate Affairs (MCA) for the year ended December 31, 2013 was June 29,2014. The said report was filed on June 25, 2014.

Based on the recommendation of audit committee, M/s Vijender Sharma & Co., Cost Accountants, being eligible, have also been appointed by the Board as the Cost Auditors of the Company for the Financial Year 2015-16 subject to ratification of remuneration by the Members. The Company has received a letter from them to the effect that their reappointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

13. CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement, a detailed Corporate Governance Report together with the auditors'' certificate on the compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report form part of the Annual Report.

In terms of Clause 49 (II)(F)(3) of Listing Agreement, the Company has formulated its whistle blower policy, the detail of which is mentioned in the Corporate Governance Report under the head Disclosures. The Corporate Governance also includes details of the various Committees of the Board.

14. HUMAN RESOURCES

Industrial harmony was maintained during the year through cordial and productive employee relations. The Collective Bargaining Agreement (CBA) effective May 1, 2014 and valid till April 30, 2017 was under discussions with the Union and a Memorandum of Understanding (MoU) was reached with the Union on January 03, 2015. A formal tripartite settlement was signed before the Deputy Labour Commissioner, Faridabad, Haryana on February 05, 2015. This new settlement will help the Ballabgarh factory to improve productivity and operational efficiencies, which will offset the cost of the CBA. High priority was given by the management to training and development related to ethics and compliance, discipline, safety of the employees and environmental awareness. The total number of salaried and hourly paid associates, as of December 31, 2014, stood at 905.

The statement of particulars of the employees of the Company, pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forming part of this Report as Annexure ''A''.

In terms of the applicable provisions of the Companies Act, 2013, the abridged Annual Report has been sent to the shareholders excluding this annexure.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND FOREIGN OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,are given in a separate Annexure ''B'' and forming part of this report.

16. DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

None

17. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed shareholders, customers, suppliers, associates, bankers, the State Government and the Central Government etc. for their valuable contribution and continued support. Your Directors also wish to place on record their deep appreciation to The Goodyear Tire & Rubber Company, Akron, Ohio, USA and its subsidiaries for its continued support and contribution in all the spheres of operations.

On behalf of the Board of Directors

Rajeev Anand R V Gupta Vice Chairman & Director New Delhi Managing Director (DIN: 00017410) February 27, 2015 (DIN: 02519876)

Dec 31, 2012

Dear Member,

The Directors present the audited results of your company for the year ended December 31, 2012 as under:

(Rs. In Lakhs)

2012 2011

Total Sales & other Income 163,513 163,432

Less: Excise Duty 13,205 10,684

Net Sales & other income 150,308 152,748

Less: Total Expenditure excluding Interest & Depreciation 139,054 140,634

Profit before Interest, 11,254 12,114 Depreciation, & Tax

Less: i) Finance cost 382 521

ii) Depreciation 2,409 1,969

Profit before Tax 8,463 9,624

Less: Provision for Taxation:

Current Tax 2,821 3,079

Deferred Tax 10 86

Profit after Tax 5,632 6,459

1. DIVIDEND

Your Board recommends a dividend @ Rs 7/- per equity share for the year 2012. The recommended dividend will absorb a sum of Rs.1,615 Lakhs and tax on dividend will be Rs.262 Lakhs. Out of the surplus, an amount of Rs. 600 Lakhs is transferred to General Reserve and balance carried to the Balance Sheet as at December 31, 2012 is Rs. 3,155 Lakhs.

2. OPERATIONS

The Company manufactures automotive bias tyres viz. farm tyres and medium commercial truck tyres at its Ballabgarh plant and also trades in "Goodyear" branded tyres (including radial passenger and Off The Road (OTR) bias tyres) manufactured by Goodyear South Asia Tyres Private Limited (GSATPL) Aurangabad, pursuant to the offtake agreement dated September 1, 2001 and thereby revised offtake agreement effective April 1, 2012 (executed on July 11, 2012 post receipt of Government approval(s) no. 4/202/T- 1/2012/D/2157, 4/203/T-1/2012/D/2158 and 4/204/T- 1/2012/D/2159 dated July 2, 2012. The other products in which the Company markets and sells include tubes and flaps.

The process for sale of piece of land was terminated pursuant to a Circular Resolution passed by the Board of Directors on June 21, 2012.

Your Company feels proud to have been recognized as ''Self Certified Supplier'' by one of the leading tractor manufacturers in India - TAFE (Tractors & Farm Equipment Limited). This award is based on the quality of products delivered and control measures being practiced in Ballabgarh plant.

In the OTR category, your Company has been awarded a ''Gold Level'' in SQEP (Supplier Quality Excellence Programme) by India''s leading earthmover brand, Caterpillar, as a recognition based on achieving specified levels of process capability for key, special characteristics, PPM (Parts Per Million), PPAP (Product Part Approval Process), on-time completion, delivery performance and Six Sigma deployment in your company.

Your Company feels proud to have been recognized by the Hyundai Motors Company for being the best supplier for the year in the tyre commodity. Your company''s farm business has been certified Class A S&OP. Your Company''s ''Assurance Fuel Max'' was voted the product of the year.

3. FINANCE AND ACCOUNTS

During the year, additions to fixed assets amounted to Rs. 3,254 Lakhs as against Rs.7,228 Lakhs in the previous year. The Capital expenditure incurred amounted to Rs. 2,936 Lakhs. The interest and other finance cost during the year was Rs. 382 Lakhs.

As of the end of December 2012, an amount of NIL matured deposits remained unclaimed.

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

4. FINANCIAL STATEMENTS (Full & Abridged)

In terms of Clause 32 of the Listing Agreement, your Company shall supply:

(i) Soft copies of full annual reports containing its Balance Sheet, Profit & Loss account and Directors'' Report to all those shareholder(s) who have registered their email address(es) for the purpose

(ii) Abridged Annual Report - Hard copy of statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to section 219 of the Companies Act, 1956 to those shareholder(s) who have not so registered their email address(es); and

(iii) Hard copies of full annual reports to those shareholders, who request the same.

The Board of Directors has decided to circulate the abridged annual report containing salient features of the balance sheet and profit and loss account to the shareholders for the financial year 2012. Full version of the annual report will be available on Company''s website www.goodyear.co.in and will also be made available to investors upon request.

5. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Your Directors state that the annual accounts of the Company have been prepared in conformity, in all material respects, with the generally accepted accounting standards in India and supported by reasonable and prudent judgments and statements so as to give a true and fair view of the state of affairs of the Company and of the results of the operations of the Company. Significant accounting policies followed and other disclosures are appearing in Note 2 to the Notes of the financial statements.

These financial statements of the Company have been audited by M/s Price Waterhouse & Co., Bangalore (FRN 007567S). A reference may be made to their report dated February 27, 2013 to the members together with Annexure thereto containing information per requirement under the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment), Order, 2004 attached with these annual accounts.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The internal control system of the Company is monitored by an independent internal audit team, which encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control. Internal Auditors, Audit Committee Members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of management.

The annual accounts have been prepared on a going concern basis.

6. FUTURE OUTLOOK

As per the Central Bank''s (RBI) estimates, the growth in the Indian economy is expected to continue to be moderate.

In this context, your Company will continue to focus on the review of activities in different areas of operations under the umbrella of Continuous Improvement Systems (CIS). CIS is an integral part of your Company''s philosophy to maximize gains and reduce costs in order to address market realities.

As far as the industry is concerned, a moderate growth rates is expected in the consumer tyre segment; however, we expect some momentum in growth during later part of the year. Your Company will continue to seek new Original Equipment Manufacturers'' (OEM) fitments and introduce award winning new products to its existing consumer tyre portfolio.

The overall outlook of Indian agricultural is positive with the projected annual growth rate during the 12th plan (2012-17) at 4% as against actual annual growth of 3.3% during the 11th plan (2007-12).

Passenger vehicle sales grew at 8.5% (Source: Society of Indian Automobile Manufacturers), which translated to moderate consumer tyre demand from the OEM customers, however, the OE business has registered a healthy growth and we continue to gain market share. Consumer replacement tyres also felt softening of demand due to rising pressure on consumers'' purchasing ability as a result of higher interest rates, fuel prices and food inflation.

7. DIRECTORS

Mr. C Dasgupta and Mr. Yashwant Singh Yadav are retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

The information relating to the above appointments is also appearing under the head ''Directors'' in the Corporate Governance Report.

8. STATUTORY AUDITORS

M/s Price Waterhouse & Co., Bangalore (FRN 007567S), retires at the conclusion of this Annual General Meeting and are eligible for reappointment.

9. COST AUDITORS

Dr. Ashok K Agarwal was appointed as cost auditor for conducting the cost audit for the year ending December 31, 2011. The due date for filing of the cost audit report with the Ministry of Corporate Affairs (MCA) for the year ended December 31, 2011 was June 28, 2012. The said report was filed on March 30, 2012.

M/s Vijender Sharma & Co., Cost Accountant, Delhi was appointed as Cost Auditor for conducting the cost audit for the year ending December 31, 2012.

10. CORPORATE GOVERNANCE

Your Company follows a corporate philosophy, enshrined in a manual titled ''Business Conduct Manual'' for The Goodyear Tire & Rubber Company''s global operations. The core values, inter-alia, include conducting business in accordance with the highest applicable legal and ethical standards, deliver the highest quality products and services and operate as a global socially responsible corporate citizen with a view to create value that can be sustained continuously for the benefit of customers, shareholders and associates. As per the applicable provisions of Clause 49 of the Listing Agreement, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors'' certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

11. HUMAN RESOURCE

The employer-employee relations throughout the year remained cordial. Measures for training, development, safety of the employees and environmental awareness received the top priority of the management.

The statement of particulars of the employees of the Company, pursuant to section 217 (2A) of the Companies Act, 1956 forming part of this report, is also attached. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the abridged annual report has been sent to the shareholders excluding this annexure.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND FOREIGN OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956, are given in a separate Annexure ''B'' attached hereto and forms part of this report.

13. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed shareholders, customers, suppliers, associates, bankers, the State Government and the Central Government etc. for their valuable contribution and continued support. Your Directors also wish to place on record their deep appreciation to The Goodyear Tire & Rubber Company, Akron, Ohio, USA and its subsidiaries for its continued support and contribution in all the spheres of operations.

On behalf of the Board of Directors

Rajeev Anand R V Gupta

New Delhi Vice Chairman & Director

February 27, 2013 Managing Director

Dec 31, 2010

The Directors present the audited results for the year ended December 31, 2010 as under:

(Rs. in Million)

2010 2009

Total Sales & other Income 13,944 10,735

Less: Excise Duty 801 535

Net Sales & other income 13,143 10,200

Less:Total Expenditure excluding 11.845 8.926 Interest & Depreciation

Profit Before Interest, Depreciation, & Tax 1.298 1.274

Less: i) Interest Expenses 36 34

ii) Depreciation 153 126

Profit Before Tax 1,109 1,114

Less: Provision for Taxation:

Current Tax 367 383

Deferred Tax (6) (2)

Fringe Benefit Tax - 2

Profit After Tax 748 731

During the year, the net sales and other income increased from Rs. 10,200 Million in the previous year to Rs. 13,143 Million. The export sales stood at Rs 594 Million. Other Income rose by 250 % mainly due to reversal of Provision of Rs. 47 Million related to Price Differential pends settlement matter and Increase in interest Income on Deposits by Rs.37 Million.

The depreciation for the year is inclusive of the accelerated depreciation amounting to Rs 5 Million, in respect of a category of equipment due for replacement.

DIVIDEND

Your Board recommends a dividend @ Rs 7 per equity share for the year 2010. The recommended dividend will absorb a sum of Rs. 161 Million and tax on dividend will be Rs. 27 Million. Out of the surplus, an amount of Rs 80 Million is transferred to General Reserve and balance of Rs. 1,513 Million is carried to the Balance Sheet.

OPERATIONS

At macroeconomic level, the Indian economy has been experiencing strong growth, with the Central Economic Advisory (CEA) expecting GDP up 8.5% for 2010-2011. The strong economy, coupled with improving consumer confidence and a good monsoon, helped spark strong demand for tractors and passenger vehicles, the primary focus segments foryour Company.

The tractor industry in India has witnessed an exponential growth of 27% in 2010 (Source: Tractor

Manufacturers Association). This resulted in an increased demand for tyres which your Company capitalized on, with strong sales growth of tractor tyres to OEM customers and in the replacement market.

Similarly, new passenger vehicles sales grew an unprecedented 29% (Source: Society of Indian Automobile Manufacturers), translating into strong consumer tyres demand from OEM customers. The replacement market increased as well, following the brief slowdown experienced late 2008 and early 2009. This fueled strong growth in your Companys consumer tyres sales.

FINANCE AND ACCOUNTS

During the year, additions to fixed assets amounted to Rs. 342 Million as against Rs. 180 Million in the previous year. The Capital expenditure incurred amounted to Rs. 573 Million. The interest cost during the year has increased from Rs. 34 Million in the previous year to Rs. 36 Million.

As at the end of December 2010, an amount of NIL matured deposits remained unclaimed.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Your Directors state that the annual accounts of the Company have been prepared in conformity, in all material respects, with the generally accepted accounting standards in India and supported by reasonable and prudent judgements and statements so as to give a true and fair view of the state of affairs of the Company and of the results of the operations of the Company. Significant accounting policies followed and other disclosures are appearing in Schedule 15(a) to the Notes to the Accounts and forming part of theannual accounts.

These financial statements of the Company have been audited by M/s Price Waterhouse, Chartered Accountants, Gurgaon, (Registration Number: FRN301112E). A reference may be made to their report dated February 21, 2011 to the members together with Annexure thereto containing information per requirement under the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment), Order, 2004 attached with these annual accounts.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The internal control system of the Company is monitored by an independent internal audit team, which encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control. Internal Auditors, Audit Committee Members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of Management.

The annual accounts have been prepared on a going concern basis.

FUTURE OUTLOOK

As per the Central Economic Advisory (CEA), the Indian economy is expected to continue to grow at a fast pace, with GDP growth forecasted at 9% for 2011-2012. However, cost and competitive pressures are expected to stay.

In this context, your Company will continue to focus on the review of activities in different areas of operations under the umbrella of the Continuous Improvement System (CIS). The CIS is an integral part of your Companys philosophy to maximize gains and reduce costs in order to address the market realities.

In the tyre industry, strong growth is expected to continue in both the farm tyres and the consumer tyres segments. Your Company intends to maintain its focus on the production of farm tyres to retain its leadership in the said segment, and to further consolidate its strong position in the consumer tyres segment.

UPDATE ON DELISTING OF SHARES

During the year, based on the decision taken and communicated by its Promoter, The Goodyear Tire & Rubber Company, for delisting of its equity shares from the Bombay Stock Exchange Limited ("BSE"), in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") either directly or through one or more of its subsidiaries. After passing of the Resolution by Board of your Company, shareholders of the company approved the proposal for delisting of its equity shares on April 7,2010 by postal ballot and BSE granted its in principle approval on April 27,2010.

Pursuant to the Delisting Regulations, Goodyear Orient Company Private Limited, a wholly owned subsidiary of the promoter, The Goodyear Tire & Rubber Company, invited bids by way of public announcement dated May 13, 2010, to acquire, in accordance with the Delisting Regulations and terms and conditions set out in the Public Announcement, up to 5,997,292 equity shares of the company, representing 26% of the equity capital (the "Offer Shares") for which the approval was obtained from shareholders byway of postal ballot.

The number of Offer Shares tendered by the public shareholders at or below the discovered price was less than the minimum number of Offer Shares required to be accepted for the delisting offer to be successful in terms of Delisting Regulations. Accordingly, the delisting offer is deemed to have failed in terms of the Delisting Regulations.

The Company thus continues to remain listed on BSE.

DIRECTORS

In the Board Meeting held on February 23, 2010, resignation of Mr Hugo O Dedekind, effective the close of business hours on March 31, 2010, was accepted as Director & wholetime Finance Director.

In the Board Meeting held on April 27, 2010, Mr Quek Khai Whatt was appointed as non-wholetime Additional Director with immediate effect i.e. April 27,2010.

In the Board Meeting held on June 8, 2010, Mr Jean Philippe Lecerf was appointed as Additional Director as well as wholetime Finance Director for a period of 3 years effective July 1, 2010. In the same Board Meeting, resignation of Mr Quek Khai Whatt was accepted as Director, effective the close of business hours onJune30,2010.

In the Board Meeting held on October 25, 2010, Mr Yashwant Singh Yadav was appointed as Additional Director as well as wholetime Director designated as Director-HR & Corporate Affairs, effective November 1, 2010. In the same Board Meeting, resignation of Mr Jean Philippe Lecerf was accepted as Director and wholetime Finance Director, effective the close of business hours on October 31, 2010. However, effective November 1, 2010, Mr Jean Philippe Lecerf is continuing as Chief Financial Officer (CFO) of the Company.

The Board records its appreciation for the valuable contribution made by Mr Hugo O Dedekind, Mr Quek Khai Whatt and Mr Jean Philippe Lecerf as Directors.

Mr Rajiv Lochan Jain is retiring by rotation at this Annual General Meeting and, being eligible, offers himselfforre-appointment.

The information relating to the above appointments is also appearing under the head Directors in the Corporate Governance Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, Gurgaon, (Registration Number: FRN301112E), retires at the conclusion of this Annual General Meeting and are eligible for reappointment.

Dr. Ashok K Agarwal, has been re-appointed as Cost Auditor for conducting the cost audit for the year ending December31,2011.

CORPORATE GOVERNANCE

Your Company follows the corporate philosophy, enshrined in a manual titled "Business Conduct

Manual1 for Global Operations. The core values, mter-alia, include conducting business in accordance with the highest applicable legal and ethical standards, the highest standards of product quality and services to the consumers with a view to create value that can be sustained continuously for the benefits of its customers, shareholders and the associates. As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

HUMAN RESOURCE

The employer-employee relations throughout the year remained cordial. Measures for training, development, safety of the employees and environmental awareness received the top priority of the Management.

The Statement of Particulars of the employees of the Company, pursuant to Section 217 (2A) of the Companies Act, 1956 forming part of this report, is also attached.

ANNEXURE

The Annexure to Directors Report under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this report, is attached.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Customers, Suppliers, Associates, Bankers and the State and

Central Governments etc. for their valuable contribution and continued support. Your Directors also wish to place on record their deep appreciation to The Goodyear Tire & Rubber Company, Akron, Ohio, USA for their continued support and contribution in all the spheres of operations.

On behalf of the Board of Directors

Aurangabad Pierre Eric Cohade

February 21,2011 Chairman

Dec 31, 2009

The Directors present the audited results for the year ended December 31, 2009 as under:

(Rs. in Million) 2009 2008

Total Sales & other Income 10,735 10,154

Less: Excise Duty 535 827

Net Sales & other income 10,200 9,327

Less: Total Expenditure excluding

Interest & Depreciation 8,926 8,667

Profit Before Interest, Depreciation, 1,274 660 &Tax

Less: i) Interest Expenses 34 25

ii) Depreciation 126 112

Profit Before Tax 1,114 523

Less: Provision for Taxation:

Current Tax 383 166

Deferred Tax (2) 20

Fringe Benefit Tax 2 15

Profit After Tax 731 322

During the year, the net sales and other income increased from Rs. 9327 Million in the previous year to Rs. 10200 Million. The export sales stood at Rs. 572 Million.

The depreciation for the year is inclusive of the accelerated depreciation amounting to Rs. 6 Million, in respect of a category of equipment due for replacement.

DIVIDEND

Your Board recommends a dividend @ Rs. 7 per equity share for the year 2009. The recommended dividend will absorb a sum of Rs. 161 Million and tax on dividend will be Rs. 27 Million. Out of the surplus, an amount of Rs. 80 Million is transferred to General Reserve and balance of Rs. 1033 Million is carried to the Balance Sheet.

OPERATIONS

The year under review was started with a global slow down, however, India, with its strong economic fundamentals was able to overcome the impact faster. Your Companys philosophy to have continued efforts for improvement in productivity, cost and effective utilisation of working capital helped to present the above results.

Supply of farm tyres to replacement and original equipment segments, wherein your company holds a key position, continued to be the area of focus of your Company. All-round efforts were made for improved production and timely supply of farm tyres.

FINANCE AND ACCOUNTS

During the year, additions to fixed assets amounted to Rs. 180 Million as against Rs. 216 Million in the previous year. The Capital expenditure incurred amounted to Rs. 418 Million. The interest cost during the year has increased from Rs. 25 Million in the previous year to Rs. 34 Million.

As at the end of December 2009, an amount of Rs. NILof matured deposits remained unclaimed.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT 1956.

Your Directors state that the annual accounts of the Company have been prepared in conformity, in all material respects, with the generally accepted accounting standards in India and supported by reasonable and prudent judgements and statements so as to give a true and fair view of the state of affairs of the Company and of the results of the operations of the Company. Significant accounting policies followed and other disclosures are appearing in Schedule 15 (a) to the Notes to the Accounts and forming partof theannual accounts.

These financial statements of the Company have been audited by M/s Price Waterhouse, Chartered Accountants. A reference may be made to their report dated February 23, 2010 to the members together with Annexure thereto containing information per requirement under the Companies (Auditors Report) Order, 2003 attached with these annual accounts.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The internal control system of the Company is monitored by an independent internal audit team, which encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control. Internal Auditors, Audit Committee Members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of Management.

The annual accounts have been prepared on a going concern basis.

FUTURE OUTLOOK

India, with its strong economic fundamentals had put behind last years downturn impact. As per Central Economic Advisory (CEA), GDP growth could touch 9% in next fiscal year. However, high volatility in the prices of key raw materials, particularly the natural rubber prices being witnessed would pose a challenge to be met.

Your Company continues its focus on production of farm tyres to maintain its leadership in the said segment and is also undergoing the plans to introduce radial farm tyres.

Continuous review of activities in different areas of operations under the umbrella of the Continuous Improvement System (CIS) has been an integral part of your Companys philosophy to maximise gains and reduce costs in order to meet the market realities.

PROPOSAL FOR DELISTING OF SHARES

Pursuant to a communication received from The Goodyear Tire & Rubber Company, Akron, Ohio, USA, holding 74% of the total Paid-up Capital of the Company, proposing a voluntary de-listing of the equity shares of the Company from the Bombay Stock Exchange Limited to acquire all outstanding shares of the Company, your Companys Board of Directors in its meeting held on February 9, 2010 considered and initiated steps for de-listing of the Companys shares. A Notice would be received by the shareholders of the Company for their approval for a Special Resolution to be passed through postal ballot in accordance with the provisions of Securities and Exchange Board of India (De-listing of Equity Shares) Regulations, 2009. The Bombay Stock Exchange would be kept informed from time to time with regard to the developments in the said de-listing proposal.

GROUP

For the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997, the names of certain entities forming part of group in the context of the Company, as defined under the Monopolies and Restrictive Trade Practices Act, 1969, are as follows:

1. The Good year TireS Rubber Company

2. Goodyear Tire Management Co. (Shanghai) Ltd.

3. Goodyear Wingfoot Kabushiki Kaisha

4. Goodyear Korea Company

5. Goodyear Dalian Tire Company Limited

6. Goodyear & Dunlop Tyres (Aust) Pty Ltd.

7. Goodyear Earthmover Pty Limited

8. Goodyear S. A.

9. Goodyear International Corporation

10. Goodyear Orient Company (Private) Limited

DIRECTORS

In the Board Meeting held on February 23, 2010, resignation of Mr Hugo 0 Dedekind was accepted as Director and wholetime Finance Director, effective the close of business hours on March 31,2010. The Board records its appreciation for the valuable contribution made by Mr. Hugo O Dedekind as wholetime Finance Director.

Mr C Dasgupta is retiring by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment. The information relating to the appointment of Mr C Dasgupta is also appearing under the head Directors in the Corporate Governance Report, appearing separately.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires at the conclusion of this Annual General Meeting and are eligible for reappointment.

Dr. Ashok K Agarwal, has been re-appointed as Cost Auditor for conducting the cost audit for the year ending December 31,2010.

CORPORATE GOVERNANCE

Your Company follows the corporate philosophy, enshrined in a manual titled Business Conduct Manual for Global Operations. The core values, inter-alia, include conducting business in accordance with the highest applicable legal and ethical standards, the highest standards of product quality and services to the consumers with a view to create value that can be sustained continuously for the benefits of its customers, shareholders and the associates. As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the

Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

HUMAN RESOURCE

The employer-employee relations throughout the year remained cordial. Measures for training, development, safety of the employees and environmental awareness received the top priority of the Management.

The Statement of Particulars of the employees of the Company, pursuant to Section 217 (2A) of the Companies Act, 1956 forming part of this report, is also attached.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Customers, Suppliers, Associates, Bankers and the State and Central Governments etc. for their valuable contribution and continued support. Your Directors also wish to place on record their deep appreciation to The Goodyear Tire & Rubber Company, Akron, Ohio, USA for their continued support and contribution in all the spheres of operations.

On behalf of the Board of Directors

Pierre Eric Cohade New Delhi Chairman

February 23,2010

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