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Directors Report of MRF Ltd.

Mar 31, 2023

Performance Overview

During the financial year ended 31st March, 2023, your Company''s total income was '' 22826 crores as against '' 19304 crores in the previous year, recording a growth of 18%. The profit before tax stood at '' 1119 crores for the year as against '' 879 crores for the previous financial year. The net provision for tax (current tax and deferred tax) for the year is ''303 crores (previous year '' 232 crores). After making provision for income tax, the net profit for the year ended 31st March, 2023 is '' 816 crores as against '' 647 crores for the previous financial year.

Your Directors have pleasure in presenting to you the Sixty Second Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2023.

Standalone Financial Results

		'' Crores
	2022-2023	2021-2022
Total Income	22826	19304
Profit before tax	1119	879
Provision for taxation	303	232
Profit for the year	816	647

The Company''s exports (including Indian Rupee Exports) stood at '' 1866 crores for the financial year ended 31st March, 2023, as against '' 1779 crores for the previous year.

Revenue from operations for 2022-23 registered good growth over the previous year. The increase in sales was a result of growth in all product groups. The unprecedented increase in raw material prices, which was witnessed during financial year 2021-22 due to the COVID pandemic and also the war in Ukraine, extended into the current financial year. Despite efforts being taken to pass on the cost increases in a graduated manner, the profitability continued to be low during the first three quarters of the year. With easing of raw material prices during the later part of the year, the benefits of lower raw material cost resulted in better profitability in the fourth quarter.

It is a matter of pride that Brand Finance, which is one of the world''s leading independent brand valuation and strategy consultancy, with headquarters in London, has rated MRF as the second strongest Tyre brand in the world besides being the most valued Tyre brand in India.

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached and forms part of this Report.

Dividend

Two interim dividends of '' 3/- each per share (30% each) for the financial year ended 31st March, 2023 were declared by the Board of Directors on 8th November, 2022 and on 9th February, 2023. The Board of Directors is pleased to recommend a final dividend of '' 169/- (1690%) per share of '' 10 each on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the forthcoming Annual General Meeting which shall be subject to deduction of applicable income tax at source. The total dividend for the financial year ended 31st March, 2023 works out to '' 175/- (1750%) per share of '' 10 each. The above dividend declared by the Company is in accordance with dividend distribution policy of the Company.

The Directors recommend that after considering provision for taxation and the dividend paid during the year, an amount of '' 753 crores be transferred to general reserve. With this, the Company''s Reserves and Surplus stands at '' 14505 crores.

Industrial Relations

Overall, the industrial relations in all our manufacturing units have been harmonious and cordial. Long term wage settlements have been concluded in our factories at Thiruvottiyur in Tamil Nadu, Goa and Ankenpally in Telangana. Both production and productivity were maintained at the desired levels throughout the year in all Plants.

Consolidated Financial Results and Performance of Subsidiaries

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated total income for 2022-23 was ''23261 Crores and consolidated profit before tax was ''1070 Crores.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements, consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company.

The Company has four subsidiaries viz. MRF Corp Limited, MRF International Limited, MRF Lanka (P) Ltd. and MRF SG PTE. LTD. The aggregate turnover of all four subsidiaries in equivalent Indian Rupees during the financial year ended 31st March, 2023 was ''2326 crores and

the aggregate Loss for the year was '' 48 crores. This is due to MRF SG PTE. LTD, paying a sum of '' 82 crores, being the price adjustment under Bilateral Advance Pricing Arrangement (BAPA) payable to MRF Limited for the financial year 2015-16 to 2023-24.

A statement in Form AOC-1, containing the salient features of the financial statements of the Company''s subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries.

The contribution of the subsidiaries to the overall performance of the company is given in note 25d of the consolidated financial statements.

During the year under review, your Company has entered into transactions with MRF SG PTE. LTD, a wholly owned subsidiary of your Company for purchase of raw materials and the total value of transactions executed during financial year 2022-2023, exceeded the materiality threshold adopted by the Company. These transactions were in the ordinary course of business and were on an arms length basis, details of which are provided in Annexure IV of the Board''s Report as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Directors'' Responsibility Statement

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

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

b) They have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently, making judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 2023;

c) 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;

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

e) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Risk Management

The company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the Listing regulations. The Company has constituted a Risk Management Committee of the Board comprising of executive directors and an independent director of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on a half yearly basis and evaluate its impact and the plans for mitigation. During the year the Committee met on 9th September, 2022 and 3rd March, 2023.

Adequacy of Internal Financial Control

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated ERP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. These, in the view of the Board, are designed to collectively provide an adequate system of internal financial control with reference to the financial statements commensurate with the size and nature of business of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required to be given under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I, forming part of this Report.

Corporate Social Responsibility (CSR)

As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Company''s website: https://www.mrftyres.com/investor-relations/corporate-social-responsibilty The details of the CSR initiatives undertaken during the financial year ended 31st March, 2023 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure II forming part of this Report.

Board and Key Management Personnel

During the year under review, the following Managing Directors / Wholetime Directors were re-appointed:

1. Mr. Rahul Mammen Mappillai (DIN: 03325290) as Managing Director for a term of five years with effect from 4th May, 2022. The aforesaid appointment was approved by the shareholders by postal ballot on 3rd May, 2022.

2. Mr. Samir Thariyan Mappillai (DIN: 07803982) and Mr.Varun Mammen (DIN: 07804025) as Whole-time Directors of the Company for a term of five years with effect from 4th August, 2022. The aforesaid appointment was approved by the shareholders at the Annual General Meeting of the Company held on 4th August, 2022.

3. Mr. Arun Mammen (DIN: 00018558) as Managing Director of the Company (with the designation "Vice Chairman and Managing Directorâ or such other designation as approved by the Board from time to time) for a term of five years with effect from 1st April 2023. The aforesaid appointment was approved by the shareholders by postal ballot on 31st March, 2023.

Further, in November 2022, the Board decided to induct new Independent Directors taking into consideration that six of the serving Independent Directors (viz. Mr. Ashok Jacob, Mr. V Sridhar, Mr. Vijay R Kirloskar,

Mr. Ranjit I Jesudasen, Dr. Salim Joseph Thomas and Mr. Jacob Kurian) are due to retire in September 2024. Since these six Independent Directors are serving their second term, they will retire in September 2024 and will be stepping down from the Board. Therefore, as part of the plan for orderly succession to the Board of Directors and to facilitate a smooth transition, the Board at its meeting held on 8th November 2022 decided to induct three new Independent Directors and subsequently at its meeting held on 9th February 2023 three more Independent Directors. The details of these new Independent Directors are given below:

1. Mr. Vikram Taranath Hosangady (DIN: 09757469), Mr. Ramesh Rangarajan (DIN: 00141701) and Mr. Dinshaw Keku Parakh (DIN: 00238735) were appointed as Independent Directors by the shareholders of the Company by postal ballot on 21st December 2022. The appointment of the said Independent Directors took effect from 7th February 2023.

2. Mr. Arun Vasu (DIN: 00174675), Mr. Vikram Chesetty (DIN: 01799153) and Mr. Prasad Oommen (DIN: 00385082) were also appointed as Independent Directors by the shareholders of the Company by postal ballot on 31st March, 2023. The appointment of the said Independent Directors will take effect upon receipt of requisite regulatory approvals.

As required under Section 152 of the Companies Act, 2013, Mr Varun Mammen (DIN: 07804025), Whole time Director and Mrs. Ambika Mammen (DIN: 00287074), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent from Management.

The Board is of the opinion that all the Independent Directors of the Company are person''s of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have been registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank

of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Out of the above new Independent Directors, two Directors are required to appear for the online proficiency test within a period of two years.

Performance evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Company''s business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management.

Corporate Governance

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with the Auditors'' Certificate confirming compliance is attached and forms part of this Report.

Following information required to be disclosed as per the Companies Act, 2013 are set out in the Corporate Governance Report:

a) Number of Board meetings held - Para 2(c) of the Corporate Governance Report.

b) Constitution of the Audit Committee and related matters - Para 3(ii) and 14(o) of the Corporate Governance Report.

c) Remuneration Policy of the Company (including directors remuneration)- Para 7a of the Corporate Governance Report.

d) Company''s policy on directors'' appointment including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 - Para 5, 6 of the Corporate Governance Report. The nomination and remuneration policy is also available on the website of the Company. https://www.mrftyres.com/downloads/download. php?filename=nominatio-%20and-remuneration-policy.pdf

e) Related Party Transactions - Para 14(a) of the Corporate Governance Report.

f) Vigil Mechanism - Para 14 (c) of the Corporate Governance Report

The details of related party transactions are given in note 28d of the financial statements.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of the Company for the financial year ended 31st March 2023 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

Particulars of Employees

Disclosures with respect to the remuneration of the Directors, KMP''s and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to this Report.

Further, the disclosures pertaining to remuneration of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the appendix forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

During the financial year under review, the Company has not received any complaint under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Deposits

Your Company had discontinued acceptance of fixed deposits with effect from 31st March, 2019 and all deposits have been repaid. No fresh deposits have been accepted subsequently.

Auditors

M M Nissim & CO LLP, Chartered Accountants, (Firm Regn No. 107122W / W100672), Mumbai and Messrs. Sastri & Shah, Chartered Accountants (Firm Regn No.: 003643S), Chennai were appointed as joint statutory auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the company held on 12th August, 2021 and 4th August, 2022.

Auditors Report to the shareholders for the financial year ended 31st March, 2023, does not contain any qualification.

Cost Audit

The Board of Directors, on the recommendations of the Audit Committee, has approved the re-appointment of Mr. C. Govindan Kutty, Cost Accountant (Mem. No. 2881), as Cost Auditor of the Company for the financial year ending 31st March, 2024, under section 148 of the Companies Act, 2013, and recommends ratification of his remuneration by the shareholders at the forthcoming Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr K Elangovan, Elangovan Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2023. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III, to this Report. The Secretarial Auditor''s Report to the shareholders does not contain any qualification.

Annual Return

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website: www.mrftyres.com. Weblink:https://www. mrftyres.com/investor-relations/annual-return

Other Matters

There are no material changes and commitments affecting the financial position of the Company between the financial year ended 31st March, 2023 and the date of this report.

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

The Competition Commission of India (''CCI'') had on 2nd February, 2022 released its order dated 31st August, 2018, imposing penalty on certain tyre manufacturers including the Company and also the Automotive Tyre Manufacturers'' Association, concerning the breach of the provisions of the Competition Act, 2002, during the year 2011-12. A penalty of ''622.09 Crores was imposed on the Company. The appeal filed by the company before National Company Law Appellate Tribunal (NCLAT) has been disposed of by remanding the matter to CCI for review after hearing the parties. In February 2023 CCI has filed an appeal against the order of NCLAT before the Hon''ble Supreme Court and the same is pending disposal.

Details of investments as required under section 134 of the Companies Act, 2013 is given in note 3 to the financial statements.

During the year under review, the Board confirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, no fraud has been reported by the auditors to the audit committee or the board.

During the year under review, there is no change in the nature of business of your Company.

During the year under review, the Company has allotted 15,000 listed, unsecured, rated, redeemable, taxable, non-convertible debentures aggregating to '' 150 Crores on a private placement basis.

As regards Cost Audit Records, it is confirmed that the Company is covered by Cost Audit Records Rules under section 148(1) of the Companies Act, 2013 and accordingly, such accounts and all relevant records are maintained by the Company.

Appreciation

Your Directors place on record their appreciation of the invaluable contribution made by the Company''s employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.

On behalf of the Board of Directors

Chennai K M MAMMEN

03rd May, 2023 Chairman & Managing Director

DIN: 00020202

Mar 31, 2022

Performance Overview

During the financial year ended 31st March, 2022, your Company''s total income is '' 19304 crores as against '' 16129 crores in the previous year. The profit before tax stood at '' 879 crores for the year as against '' 1700 crores for the previous financial year. The net provision for tax (current tax and deferred tax) for the year is '' 232 crores (previous year '' 451 crores). After making provision for income tax, the net profit for the year ended 31st March, 2022 is '' 647 crores as against '' 1249 crores for the previous financial year.

Your Directors have pleasure in presenting to you the Sixty First Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2022.

Financial Results

		'' Crores
	2021 - 2022	2020-2021
Total Income	19304	16129
Profit before tax	879	1700
Provision for taxation	232	451
Profit for the year	647	1249

During the year, there was an unprecedented increase in raw material prices. Market conditions, after the pandemic, were not favourable to fully absorb these price increases. Further the operations were also adversely impacted by the uncertainties posed by the COVID 19 pandemic in the early part of the year, issues connected with availability of raw materials and also challenges posed by the Ukranian war towards the end of the year.

There was an overall increase of 18% in tyre production in financial year 2021-2022, with all product groups showing growth.

The Company''s exports (including Indian Rupee Exports) stood at '' 1779 crores for the financial year ended 31st March, 2022, as against '' 1333 crores for the previous year.

Dividend

Two interim dividends of '' 3/- each per share (30% each) for the financial year ended 31st March, 2022 were declared by the Board of Directors on 9th November, 2021 and on 10th February, 2022. The Board of Directors is now pleased to recommend a final dividend of '' 144/- (1440%) per share of '' 10 each on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the forthcoming Annual

General Meeting of the Company and shall be subject to deduction of Income tax at source. The total dividend for the financial year ended 31st March, 2022 works out to '' 150/- (1500%) per share of '' 10 each. The above dividend declared by the Company is in accordance with dividend distribution policy of the Company.

The Directors recommend that after considering provision for taxation and the dividend paid during the year, an amount of '' 584 crores be transferred to general reserve. With this, the Company''s Reserves and Surplus stands at '' 13773 crores.

Industrial Relations

Overall, the Industrial Relations in all our Manufacturing Units have been harmonious and cordial. Long Term Settlement has been concluded in Arkonam Plant. Both Production & Productivity were maintained at the desired satisfactory levels throughout the year in all Plants except minor interruption in operations in Tiruvottiyur, Kottayam & Pondicherry due to Covid related issues.

Performance of Subsidiaries

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial results of its subsidiary Companies.

The contribution of the subsidiaries to the overall performance of the company is given in note 25d of the consolidated financial statements.

During the year under review, your Company has entered into transactions with MRF SG PTE. LTD, a wholly owned subsidiary of your Company for purchase of raw materials and the total value of transactions executed during financial year 2021-2022, exceeded the materiality threshold adopted by the Company. These transactions were in the ordinary course of business and were on an arms length basis, details of which are provided in Annexure IV of the Board''s Report as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Directors'' Responsibility Statement

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

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

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

e) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Risk Management

The company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of

risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the Listing regulations. The Company has constituted a Risk Management Committee of the Board comprising of executive directors and an independent director of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on a half yearly basis and evaluate its impact and the plans for mitigation. During the year the Committee met on 22nd September, 2021 and 14th March, 2022.

Adequacy of Internal Financial Control

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required to be given under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I, forming part of this Report.

Corporate Social Responsibility (CSR)

As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Company''s website : https://www.mrftyres.com/shareholder-info. The details of the CSR initiatives undertaken during the financial year ended 31st March, 2022 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure II forming part of this Report.

Board and Key Management Personnel

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

As required under Section 152 of the Companies Act, 2013, Mr. Rahul Mammen Mappillai (DIN: 03325290), Managing Director and Dr (Mrs) Cibi Mammen (DIN: 00287146), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board is of the opinion that all the Independent Directors of the Company are person''s of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Performance evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of

the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

Corporate Governance

Following information required to be disclosed as per the Companies Act, 2013 are set out in the Corporate Governance Report:

a) Number of Board meetings held - Para 2(c) of the Corporate Governance Report.

b) Constitution of the Audit Committee and related matters - Para 3(ii) and 14(o) of the Corporate Governance Report.

c) Remuneration Policy of the Company (including directors remuneration)- Para 7a of the Corporate Governance Report.

e) Related Party Transactions -Para 14(a) of the Corporate Governance Report.

f) Vigil Mechanism - Para 14 (c) of the Corporate Governance Report.

The details of related party transactions are given in note 27d of the financial statements.

Business Responsibility Report

Business Responsibility Report as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by the Company on the environment, social and governance aspects of business, forms part of this Annual Report.

Particulars of Employees

The disclosures pertaining to remuneration and other details of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the appendix forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

Deposits

Your Company had discontinued acceptance of fixed deposits with effect from 31st March, 2019 and all deposits have been repaid. No fresh deposits have been accepted subsequently.

Auditors

Messrs Mahesh, Virender & Sriram, Chartered Accountants, (Firm Regn. No. 001939S), Hyderabad and Messrs M M NISSIM & CO LLP, Chartered Accountants, (Firm Regn No. 107122W), Mumbai were appointed joint statutory auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting (AGM) of the company held on 4th August, 2017 and 12th August, 2021 respectively.

Messrs. Mahesh, Virender & Sriram, Chartered Accountants will complete their present term on conclusion of this AGM in terms of the said approval and as per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Messrs. Mahesh, Virender & Sriram, Chartered Accountants have expressed their intention not to seek reappointment as Joint Statutory Auditor of the Company on conclusion of the present term vide their letter dated 25th April, 2022 addressed to the Audit Committee and to the Board of Directors of the Company. The Audit Committee and the Board of Directors at their meeting held on 10th May, 2022 took note of the above and accepted their request.

The Board of Directors of the Company at its meeting held on 10th May, 2022 on the basis of the recommendations of the Audit Committee, recommended for the approval of the Members, the appointment of Messrs. Sastri & Shah, Chartered Accountants (Firm Regn No.: 003643S), Chennai as the Joint Statutory Auditors of the Company, for a period of 5 (five) consecutive financial years from the conclusion of this AGM till the conclusion of the Sixty Sixth AGM on remuneration, terms and conditions as may approved by the Board.

The proposal for appointment of Messrs. Sastri & Shah, Chartered Accountants, as Joint Statutory Auditor of the Company is listed as an item in the Notice convening the forthcoming Annual General Meeting of the Company, for necessary approval of the shareholders.

Auditors Report to the shareholders for the financial year ended 31st March, 2022, does not contain any qualification.

Cost Audit

The Board of Directors, on the recommendations of the Audit Committee, has approved the re-appointment of Mr. C. Govindan Kutty, Cost Accountant (Mem. No. 2881), as Cost Auditor of the Company for the financial year ending 31st March, 2023, under section 148 of the Companies Act, 2013, and recommends ratification of his remuneration by the shareholders at the forthcoming Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr K Elangovan, Elangovan Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2022. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III, to this Report. The Secretarial Auditor''s Report to the shareholders does not contain any qualification.

Annual Return

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website: www.mrftyres.com. Weblink : https://www.mrftyres.com/downloads/ download.php?filename=Form-MGT-7-for-the-financial-year-ended-31st-March.2022.pdf

Other Matters

There are no material changes and commitments affecting the financial position of the Company between the financial year ended 31st March, 2022 and the date of this report.

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

However, the Competition Commission of India has on 2nd February, 2022 released its order dated 31st August,2018, imposing penalty of Rs 622.09 Crores on the Company for breach of provisions of the Competition Act, 2002 during the year 2011-2012. The Company has filed an appeal before the National Company Law Appellate Tribunal [NCLAT]. The Company believes that the order of the Commission is not based on a proper appreciation of facts and law.

Details of investments as required under section 134 of the Companies Act, 2013 is given in note 3 to the financial statements.

During the year under review, the Board confirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, no fraud has been reported by the auditors to the audit committee or the board.

During the year under review, there is no change in the nature of business of your Company.

Appreciation

On behalf of the Board of Directors

Chennai K M MAMMEN

10th May, 2022 Chairman & Managing Director

DIN: 00020202

Mar 31, 2021

To the Members,

Your Directors have pleasure in presenting the 60^th (Sixtieth) Annual Report on the business and operations of the Company together with the audited financial statements for the Financial Year ended March 31, 2021.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company on standalone and consolidated basis for the Financial Year ended March 31, 2021 as compared to previous year is summarised in the following table:

In '' Million
Particulars	Standalone Consolidated
	31-Mar-21	31-Mar-20	31-Mar-21	31-Mar-20
Total Income	37,919.69	47,247.72	65,051.59	82,437.07
Exports Revenue	19,558.66	26,501.79	46,666.08	62,648.57
Net Profit
Profit for the year before Taxation and Exceptional item	4,240.90	6,865.05	3,107.48	5,835.28
Share of (loss) / Profit of associates and Joint Venture	-	-	(299.74)	(429.03)
Add / (Less): Exceptional item	(91.83)	(939.14)	(3,062.28)	(789.16)
Provision for Taxation:
Current Tax	882.21	1,779.29	906.56	1,833.61
Deferred Tax	145.92	(588.54)	108.56	(708.98)
Profit for the year	3,120.94	4,735.16	(1,269.66)	3,492.46
Less: Non-controlling interest	-	-	(5.85)	(5.86)
Profit for the year attributable to equity holders of parent	3,120.94	4,735.16	(1,263.81)	3,498.32
Items of other Comprehensive Income for the year (Net of tax)	197.84	(161.10)	127.76	(236.05)
Total	3,318.78	4,574.06	(1,136.05)	3,262.27
Balance of Profit from Previous year	43,007.03	41,768.31	40,900.29	40,973.36
Profit available for Appropriation	46,325.81	46,342.37	39,764.24	44,235.63
Appropriations :
Interim Dividend on Equity Shares	-	1,629.56	-	1,629.56
Tax on above dividend	-	317.21	-	317.21
Final Dividend on Equity Shares	-	1,163.97	-	1,163.97
Tax on above dividend	-	224.60	-	224.60
Transfer to General Reserve	-	-	-	-
Surplus retained in Statement of Profit and Loss	46,325.81	43,007.03	39,764.24	40,900.29

2. DIVIDEND

Based on the Company''s performance, the Directors are pleased to recommend for approval of members a final dividend of '' 2/- per equity share (i.e. 100%) of the face value of '' 2/- each. The final dividend on equity shares, if approved by the members, would involve a cash outflow of '' 931.17 Million and shall be subject to deduction of income tax at source.

The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ("Listing Regulations"), the Company had adopted the Dividend Distribution Policy which is available on the Company''s website at : https://www.bharatforge.com/investors/corporate-governance/policies.

3. RESERVES

During the year under review, the Company does not propose to transfer any amount to the General Reserve.

An amount of '' 46,325.81 Million is proposed to be retained as surplus in the Profit and Loss account.

4. PERFORMANCE OF THE COMPANY

The outbreak of COVID-19 pandemic globally and in India has caused a significant social and economic disruption. Your Company has diligently followed all the Government issued guidelines including adoption of social distancing norms at workplace and necessary precautions for all employees on an ongoing basis.

In the first few months of this financial year, overall demand slumped due to mandatory lockdowns, as such adversely impacting your Company''s production and capacity utilization. In this difficult period, your Company focused hard on cost optimization, digitalization across all functions including the shop floor and a heightened focus on customers and new product development.

Despite the moderate operating performance, your Company has endeavored to maintain a strong balance sheet. Your Company is well positioned and committed to further strengthen financial performance in future.

The operations of your Company in India and globally resumed in a phased manner starting mid May, 2020 however, with utilization at sub-optimal levels. In these difficult times, your Company continued to fulfill customer''s demands in India and globally while also ensuring the safety and well-being of its employees which was very well acknowledged and highly appreciated by customers.

The balance sheet at the end of financial year continues to be robust with significant level of liquidity.

Standalone & Consolidated

In the financial year 2020-21, the revenue of the Company declined by 19.74% and Profit after Tax decreased by 34.09%, as compared to the last financial year 2019-20 on a standalone basis. The total revenue decreased by 19.74% to '' 37,919.69 Million as compared to last year of '' 47,247.72 Million. Whereas export revenue reduced by 26.20% to '' 19,558.66 Million as compared to last year of '' 26,501.79 Million. On a consolidated basis, the Company, its subsidiaries and joint venture companies, achieved total revenue of '' 65,051.59 Million as against '' 82,437.07 Million, a decline of 21.09%.

Domestic Business

After a very weak first quarter due to COVID-19 related mandatory lockdowns, the sequential quarters witnessed a steady revival of domestic business. During the year under review, your Company has seen strong recovery in second half for medium and heavy commercial vehicle volumes, robust demand in agriculture and farm sector, growth in passenger car segment with new customers and continued growth in existing and new products that Company has developed for many of these sectors.

The Medium and Heavy duty Commercial market shrunk by 27% for the year. However, your Company''s sales in this segment remained stable due to our relentless efforts to maintain and grow market share with our customers.

This could not have been possible without the wholehearted support by customers. Your Company saw a strong growth in revenues from agricultural segment backed by a strong farm segment, thanks to the massive thrust on rural infrastructure development initiatives by the Government of India. Your Company also gained traction in the passenger vehicle segment and despite an overall drop in the segment, your Company''s revenue witnessed substantial growth. Your Company also maintained steady presence in the industrial segments. Your Company is also well poised to address growth opportunities that may emerge from the ambitious and important program launched by the Government of India - ''Atmanirbhar Bharat''.

In the defence sector, your Company has so far completed the initial trails of artillery guns and is intending to complete the final stage of trails in due course after which it will be available for sale. We are also working relentlessly for timely delivery of recently bagged order for Kalyani M4 vehicles, which is due later this year.

International Business

COVID-19 being a global pandemic, had a negative impact on demand across the world. Consequently, this had an adverse impact on the exports of your Company in all segments of its operations.

North American and European Heavy Duty Truck market shrunk by 38% and 28% in the year 2020, respectively. We have intensified our engagement with customers and continue to maintain a strong position. For the Passenger Car segment, there was a significant reduction in demand however, our exports declined relatively marginally.

Revival of demand was quickest from the global transportation segment - both Heavy Truck and Passenger Cars. Industrial segments were slow to revive. Oil and Gas segment was very severely affected as such, remained in a slump throughout the year.

Your Company continues to maintain razor sharp focus to grow exports. We have intensified our business development and new product development activities in spite of the lockdown and associated challenges including reduced mobility due to travel restrictions. We have successfully overcome such challenges by actively implementing virtual interface and digital collaborations across all functions including customer critical actions like plant audits.

Despite the challenges for operations, logistics, etc. your Company has ensured supply chain fulfilment for all our customers. Your Company has received generous appreciation for our dependability.

Overseas Operations

Post the COVID-19 lockdown, the global automotive industry has picked up and all segment have witnessed sharp rebound across geographies. The Company''s main addressable segments, Class 8 Heavy trucks in North America and 16T and above Heavy Duty Trucks in Europe have seen sharp increases in demand.

In Germany and in North Carolina, the Company undertook expansion by adding additional press lines for aluminum products for passenger cars and the plant is under trial production phase. It is expected to ramp up production in the coming years. In North America, the Company has set up a center of excellence for light-weighting, which is an engineering and solutions center.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 [âACTâ)

Particulars of loans, guarantees and investments covered under Section 186 of the Act, forms part of notes to the financial statements provided in this Annual Report.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by and between the Company with Related Parties are on arm''s length basis and in the ordinary course of business.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in Form AOC-2 which is annexed as Annexure âAâ to this report. Related Party disclosures as per Ind AS 24 have been provided in Note 39 to the financial statements.

The Related Party Transaction Policy as amended in line with the requirements of Listing Regulations has been displayed on the Company''s website at: https://www.bharatforge.com/investors/corporate-governance/policies.

7. DEPOSITS

During the year under review, the Company has not accepted any deposit under Chapter V of the Act.

8. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls, with reference to financial statements, commensurate with size, scale and complexity of its operations. An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

9. RISK MANAGEMENT

The Company has a robust risk management framework comprising of risk governance structure and defined risk management processes. The Board of Directors of the Company has formed a Finance and Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis (MDA), which forms part of this report.

10. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after March 31, 2021 which may affect the financial position of the Company or may require disclosure.

11. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

There are no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year, nor the Company has done any one time settlement with any Bank or Financial Institutions.

12. STATE OF Company''s AFFAIRS

Discussion on state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Regulation 34 of Listing Regulations, is presented in a separate section forming part of this Annual Report.

13. share CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2021 stood at '' 931.18 Million.

During the year under review, the Company has not issued shares with the differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2021, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

Debt

During the financial year 2020-21, the Company issued and allotted 5,000 listed rated unsecured redeemable non-convertible debentures of the face value of '' 1 Million each for cash aggregating to '' 5,000 Million to identified investors on a private placement basis.

14. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND C''lEPF'')

Pursuant to the provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and shares in relation to such unpaid / unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, during the year, the Company has transferred the unpaid or unclaimed dividend for a period of 7 (seven) years from the date they became due for payment alongwith the shares thereof, to IEPF. The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF. No claim shall be entertained against the Company for the amounts and shares so transferred.

The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the Company at the link: https://www.bharatforge.com/investors/shareholders-information/unclaimed-dividend.

The Company has sent notices to respective shareholders who have not claimed dividend for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF during the financial year 2020-21. The newspaper advertisement stating the same has also been published in Loksatta, Marathi, Pune and Business Standard, All Editions newspapers on June 05, 2020 and December 04, 2020. The list of equity shareholders whose shares are liable to be transferred or which have been transferred to IEPF, as the case may be, can be accessed on the website of the Company at the link: https://www.bharatforge.com/investors/shareholders-information/unclaimed-dividend.

15. ANNUAL RETURN

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2021 is available on the website of the Company at: https://www.bharatforge.com/investors/agm.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act Directors confirm that:

a. in preparation of the annual accounts for the financial year ended March 31, 2021, the applicable Accounting Standards have been followed and there were no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the profit of the Company for that period;

c. they have taken proper and sufficient care 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;

d. they have prepared the annual accounts on a going concern basis;

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

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

17. DIRECTORS AND Key MANAGERIAL PERSONNEL (KMP)

In terms of provisions of the Act and the Articles of Association of the Company, Mr. K. M. Saletore (DIN:01705850) and Mr. P C. Bhalerao (DIN 00037754), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company re-appointed Mr. B. P. Kalyani (DIN: 00267202) and Mr. S. E. Tandale (DIN: 00266833) as the Executive Directors of the Company for a period of 5 (five) years, commencing from May 23, 2021. The appointment is subject to approval of the shareholders. Accordingly, the resolution for re-appointment of Mr. B. P Kalyani and Mr. S. E. Tandale forms part of Notice convening the 60^th Annual General Meeting.

Further, in the 59^th Annual General Meeting of the Company held on September 23, 2020, the shareholders appointed Mr. K. M. Saletore (DIN 01705850) as an Executive Director of the Company, for the period of 5 (five) consecutive years, commencing from February 02, 2020.

The disclosures pertaining to Directors being re-appointed as required pursuant to Regulation 36 of the Listing Regulations given in the explanatory statement to the Notice convening the 60^th Annual General Meeting of the Company for reference of the shareholders.

Independent Directors'' Declaration

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he / she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

18. NUMBER OF MEETINGS OF THE BOARD

The Board met 7 (Seven) times during the year. Also a separate meeting of Independent Directors was convened as prescribed under Schedule IV of the Act, was held during the year under review. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under Act.

19. board evaluation

A formal evaluation of the performance of the Board, it''s Committees, the Chairman and the individual Directors was carried out. Led by the Nomination and Remuneration Committee, the evaluation was carried out using individual questionnaires.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

20. familiarisation programme

The Company regularly provides orientation and business overview to its Directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/ programs include briefings on domestic and global business of the Company. Besides this, the Directors are regularly updated about Company''s new projects, R&D initiatives, changes in regulatory environment and strategic direction. The Board members are also provided relevant documents, reports and internal policies to facilitate familiarization with the Company''s procedures and practices, from time to time.

The details of programmes for familarisation for Independent Directors are posted on the website of the Company and can be accessed at: https://www.bharatforge.com/assets/pdf/investor/familiarisation-programme-for-independent-directors

21. business responsibility report

In accordance with the Listing Regulations, we have provided the Business Responsibility Report (BRR) as a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective during the year under review.

22. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES [APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

6 Affirmation that the remuneration is as per the remuneration policy of the company.		The remuneration paid to the Directors is as per the Remuneration policy of the company.
7 Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee, who- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;		Please refer Annexure C
(ii)	if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
(iii)	if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Sr. No.	Information Required	Input
1	The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year	Please refer Annexure B
2	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	Please refer Annexure B
3	The percentage increase in the median remuneration of employees in the financial year	7.77%
4	The number of permanent employees on the rolls of company	4,388
5	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Percentage increase in salaries of managerial personnel at 50^th Percentile is: (13.84%) Percentage increase in salaries of non- managerial personnel at 50^th Percentile is: 0.025%. The increase in remuneration is not solely based on company performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

23. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available on the Company''s website at: https:// www.bharatforge.com/investors/corporate-governance/policies.

24. CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over the years. A separate section on corporate governance and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. The Chairman and Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2021.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company acquired 100% of paid-up equity share capital of Kalyani Powertrain Private Limited, in order to segregate and undertake Company''s existing E-mobility business initiatives through a separate entity specifically acquired for this purpose.

Further, two of Company''s foreign step-down subsidiaries viz., Bharat Forge Hong Kong Limited and Bharat Forge CDP Trading has been de-registered and dissolved. The closure of these two step-down subsidiaries did not have any material impact on the operations / financials of the Company, either on a standalone or on a consolidated basis.

As on March 31, 2021, the Company has 23 (Twenty-three) subsidiaries (including step down subsidiaries) and 4 (Four) Associate Companies and 1 (One) Joint Venture Company. In accordance with Section 129(3) of the Act, the Company has prepared the consolidated financial statement, which forms part of this Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed Form AOC-1 is presented in a separate section forming part of the financial statements.

Pursuant to Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and separate audited accounts in respect of subsidiaries, are available on the website of the Company at: https://bharatforge.com.

26. AuDIT COMMITTEE

The Audit Committee comprises of Mr. P. G. Pawar - Chairman of the Committee and Independent Director, Mr. S. M. Thakore - Independent Director, Mr. P. H. Ravikumar - Independent Director and Mr. P. C. Bhalerao - Non-Executive Director.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the financial year 2020-21.

27. AuDITORS

A. Statutory Auditors and Audit Report

At the 56^th Annual General Meeting of the Company held on Thursday, August 10, 2017, M/s. S R B C & CO LLP, Chartered Accountants, Pune (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors to hold office upto the conclusion of the 61^st Annual General Meeting of the Company to be held in the year 2022.

The Auditor''s Report for FY 2020-21 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditor and the Audit

The Board has appointed M/s. SVD & Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 is appended as Annexure âDâ to this report.

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. SVD & Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2021-22.

C. Cost Auditors

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration No. : 00030) as Cost Auditors to audit the cost accounts of the Company for the financial year 2021-22. As required under the Act, a resolution seeking Shareholder''s approval for the remuneration payable to the Cost Auditors forms part of Notice convening the 60^th Annual General Meeting.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records & Audit) Rules, 2014, the Company has maintained cost records.

The Cost Audit report for the Financial Year 2019-20 was filed with the Ministry of Corporate Affairs on November 12, 2020.

D. Reporting of fraud by auditors

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.

28. corporate social responsibility activities

The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Act as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure âEâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is also available on the Company''s website at the link: https://www.bharatforge.com/investor/policy.

29. oBLIGATioN of THE CoMPANY uNDER THE SExuAL HARASSMENT oF WoMEN AT WoRKPLACE [prevention, prohibition AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy. During the year, the Company reached out to 329 employees through awareness sessions for creating greater awareness with respect to the Company''s'' Policy on Sexual Harassment at workplace.

The Company has constituted Internal Complaints Committee under the POSH Act and during the year under review, no complaints were received by the Committee.

30. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company. The mechanism under the Policy has been appropriately communicated within the organisation. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company has been displayed on the Company''s website at the link: https://www.bharatforge.com/ investors/corporate-governance/policies.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(im) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as Annexure "F" to this report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Maharashtra, Government of Andhra Pradesh, Financial Institutions and the Bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the Company resulting in the successful performance of the Company during the year.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman and Managing Director, for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

B.N. KALYANI

DIN:00089380 Chairman and Managing Director

Pune: June 04, 2021

Mar 31, 2019

BOARDâS REPORT

The Directors have pleasure in presenting to you the Fifty Eighth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2019.

Financial Results

Rs. Crore

	2018 - 2019	2017 - 2018
Total Income	16254	15510
Profit before tax	1609	1602
Provision for taxation	512	510
Profit for the year	1097	1092

Performance Overview

During the financial year ended 31st March, 2019, your Companyâs total income was Rs. 16254 crores as against Rs. 15510 crores in the previous year. The net profit for the financial year was Rs. 1097 crores as against Rs. 1092 crores in the previous year.

Across the board, there was an overall increase in all product categories adding up to a 8% increase in total tyre production.

Your Company witnessed relatively high raw material prices in 20182019 when compared to the previous year.

The Companyâs exports (including Indian Rupees Exports) stood at Rs. 1566 crores for the financial year ended 31st March 2019, as against Rs. 1353 crores for the previous year.

Dividend

Two interim dividends of Rs. 3/- each per share (30% each) for the financial year ended 31st March, 2019 were declared by the Board of Directors on 8th November 2018 and on 7th February 2019. The Board of Directors is now pleased to recommend a final dividend of Rs. 54/- per share (540%) on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the forthcoming Annual General Meeting of the Company. With this, the total dividend for the financial year ended 31st March, 2019 works out to Rs. 60/- per share (600%). The total amount of dividend aggregates to Rs. 25.45 crores.

The Directors recommend that after making provision for taxation, debenture redemption reserve and dividend, an amount of Rs. 1054 crores be transferred to general reserve. With this, the Companyâs Reserves and Surplus stands at Rs. 10649 crores.

Industrial Relations

Overall, the Industrial Relations in all our manufacturing units has been harmonious and cordial, except in Thiruvottiyur plant on certain occasions only and on issues like prolonged long term settlement and CCTV installation for better control in operations. Long term settlements have been concluded in Goa, Ankenpally and Thiruvottiyur plants. Both production and productivity were maintained at the desired satisfactory levels throughout the year in all plants.

Performance of Subsidiaries

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial results of its subsidiary Companies.

The Company has four subsidiaries viz. MRF Corp Limited, MRF International Limited, MRF Lanka (P) Ltd and MRF SG PTE. LTD. The aggregate turnover of all four subsidiaries in equivalent Indian Rupees during the financial year ended 31st March, 201 9 was Rs. 1 81 6.84 crores and the aggregate profit after tax was Rs.29.94 crores.

A statement in Form AOC-1, containing the salient features of the financial statements of the Companyâs subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries.

The contribution of the subsidiaries to the overall performance of the company is given in note 26 (d) of the consolidated financial statements.

During the year under review, your Company has entered into transactions with MRF SG PTE. LTD, a wholly owned subsidiary of your Company for purchase of raw materials and the total value of transactions executed during financial year 2018-2019, exceed the materiality threshold adopted by the Company. These transactions were in the ordinary course of business and were on an arms length basis, details of which are provided in Annexure V of the Boardâs Report as required under section 134(3)(b) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Directorsâ Responsibility Statement

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

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

b) They have, in selection of the accounting policies, consulted the Statutory Auditors and applied them consistently, making judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 201 9;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Risk Management

The Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The âRisk Management Committeeâ which was constituted as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 met on 27.04.2018, 02.08.2018 and 23.10.2018. The Committee reviewed the risk management initiatives taken by the Company.

Adequacy of Internal Financial Control

The Company has adequate internal financial control with reference to the financial statements commensurate with its size and nature of business. These controls include well documented procedures, covering financial and operational functions. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors and safeguard against any losses or unauthorized use or disposal of assets. These controls are assessed on a regular basis by Internal Audit.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required to be given under section 1 34(3)(m) read with rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I, forming part of this Report.

Corporate Social Responsibility (CSR)

The details of the CSR initiatives undertaken during the financial year ended 31st March, 2019 and other details required to be given under section 135 of the Companies Act, 2013 read with rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure II forming part of this Report.

Board and Key Management Personnel

The Board of Directors at its meeting held on 8th November, 2018 approved, subject to shareholders approval, re-appointment of Mr. K M Mammen as Managing Director for a fresh term of five years with effect from 8th February, 2019 in terms of Section 196 read with Schedule V of the Companies Act, 2013. The aforesaid appointment was approved by the shareholders by postal ballot on 5th January, 201 9.

Dr. K C Mammen, Director of the Company resigned from the Board of the Company with effect from 9th November, 2018. Dr. K C Mammen has been on the Board since 1 975. The Board places on record its sincere appreciation and gratitude to Dr. K C Mammen for the valuable services rendered by him during his tenure on the Board.

Mrs. Vimla Abraham was appointed as Woman Independent Director of the Company by Postal Ballot on 5th January,2019. Her appointment took effect from 5th February, 201 9.

As required under Section 152 of the Companies Act, 2013, Mr. Rahul Mammen Mappillai, Managing Director and Mr. Samir Thariyan Mappillai, Whole-time Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. S Dhanvanth Kumar, was appointed as Company Secretary of the Company w.e.f 10th August, 2018 in the place of Mr. Ravi Mannath, Company Secretary of the Company.

The Board of Directors at its meeting held on 2nd May, 2019, based on the recommendation of Nomination and Remuneration Committee and performance evaluation report have recommended the re-appointment of Mr. Vijay R Kirloskar, Mr. V Sridhar, Mr. Ranjit I Jesudasen, Dr. Salim Joseph Thomas, Mr. Jacob Kurian and Mr. Ashok Jacob as Independent Directors of the Company for a second term of 5 (Five) consecutive years commencing from 29th September, 2019. Resolutions in this regard are set out in the Notice of Annual General Meeting for membersâ approval. The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 and that they are independent from Management.

Mr. N Kumar and Mr. M Meyyappan, Independent Directors, have not sought re-appointment and consequently will retire from the Board on 28th September, 2019.

Performance evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of board meetings, attendance and effectiveness of the deliberations etc.

The Board and the Nomination and Remuneration Committee also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Companyâs business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013.

Corporate Governance

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with the Auditorsâ Certificate confirming compliance is attached and forms part of this Annual Report.

The information pertaining to the number of Board meetings held, the constitution of the Audit Committee, Remuneration Policy of the Company, criteria under section 178(3) of the Companies Act, 2013, Related Party Transactions and the Vigil Mechanism as required under the various provisions of the Companies Act, 2013, have been disclosed in the Corporate Governance Report, which forms part of this report. The details of related party transactions are given in note27(e) of the financial statements.

Business Responsibility Report

Particulars of Employees

The disclosures pertaining to remuneration and other details of Directors and employees as required under Section 1 97(12) of the Companies Act, 201 3 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the appendix forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

Deposits

Your Company has not accepted any deposits during the financial year ended 31st March, 2019. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the financial year and all the deposits have been repaid as at the close of the financial year ended 31 st March, 2019.

Awards received during the year

Your Company was awarded top honours in the J.D. Power 2 018 Passenger Radial Study for the 13th time - a feat without precedent or parallel. Your company has also been ranked no.1 in Customer Satisfaction in the Inaugural J.D. Power 2018 India Tractor Tyre Satisfaction Index (TTSI) Study which validates MRFâs position in the Indian Market as the most preferred Farm Tyre Brand amongst Tractor owners.

Auditors

Messrs. SCA AND ASSOCIATES (Firm Regn. No.101174W), and Messrs. Mahesh, Virender & Sriram (Firm Regn. No.001939S) were appointed joint statutory auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the company held on 11th August, 2016 and 4th August, 2017. Auditors Report to the shareholders for the financial year ended 31st March, 2019, does not contain any qualification.

Cost Audit

The Board of Directors, on the recommendations of the Audit Committee, has approved the re-appointment of Mr. C. Govindan Kutty, Cost Accountant (Mem. No. 2881), as Cost Auditor of the Company for the financial year ending 31st March, 2020, under section 148 of the Companies Act, 2013, and recommends ratification of his remuneration by the shareholders at the forthcoming Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr K Elangovan, Elangovan Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2019. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-lll, to this Report. The Secretarial Auditorâs Report to the shareholders does not contain any qualification.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March, 2019 is attached as Annexure-IV to this Report.

Other Matters

There are no material changes and commitments affecting the financial position of the Company between the financial year ended 31st March, 201 9 and the date of this report.

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

Details of investments as required under section 134 of the Companies Act, 201 3 is given in note 3 to the financial statements.

During the year under review, the Board confirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, no fraud has been reported by the auditors to the audit committee or the board.

For Cost Audit Records, we wish to confirm that we are covered by Cost Audit Records Rules under section 148(1) of the Companies Act, 2013 and accordingly, such accounts and all relevant records are maintained by us.

Appreciation

Your Directors place on record their appreciation of the invaluable contribution made by the Companyâs employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.

On behalf of the Board of Directors

Chennai K M MAMMEN

2nd May, 201 9 Chairman & Managing Director

Mar 31, 2018

BOARD''S REPORT

The Directors have pleasure in presenting to you the Fifty Seventh Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2018.

Financial Results

Rs, Crores

	2017 - 2018	2016 - 2017
Total Income	15510	15078
Profit before tax	1602	2066
Provision for taxation	510	615
Profit for the year	1092	1451

Performance Overview

During the financial year ended 31st March, 2018, your Company''s total income was Rs, 1551 0 crore as against Rs, 15078 crore in the previous year. The net profit for the financial year was Rs, 1092 crore as against Rs, 1451 crore in the previous year.

Across the board, there was an overall increase in all segments adding up to a 8 % increase in total tyre production.

The Company witnessed higher raw material prices in 2017-18 as compared with the previous year.

The Company''s exports stood at Rs, 1 353 crore for the financial year ended 31st March 2018, as against Rs, 1316 crore for the previous year.

Dividend

Two interim dividends of '' 3/- each per share (30% each) for the financial year ended 31st March, 2018 were declared by the Board of Directors on 10th November 2017 and on 1st February 2018. The Board of Directors is now pleased to recommend a final dividend of Rs, 54/- per share (540%) on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the forthcoming Annual General Meeting of the Company. With this, the total dividend for the financial year ended 31st March, 2018 works out to Rs, 60/- per share (600 %). The total amount of dividend aggregates to Rs, 25.45 crore.

The Directors recommend that after making provision for taxation, debenture redemption reserve and dividend, an amount of Rs, 1046.89 crore be transferred to general reserve. With this, the Company''s Reserves and Surplus stands at '' 9599.96 crore.

Industrial Relations

Overall, the Industrial Relations in all our manufacturing units had been harmonious as well as cordial, except in Thiruvottiyur unit wherein long term wage settlement case has been referred to Industrial Tribunal. Efforts are made to resolve it bilaterally. Both production and productivity were maintained at the desired satisfactory levels throughout the year under review.

Prospects for the Current Year

A favorable economic outlook, expectation of greater stability in GST, likely recovery in investment levels and ongoing structural reforms, are a harbinger of higher growth (barring any unprecedented global events which could have a dampening effect on GDP growth).

Tyre companies are therefore expected to reap the benefits of the buoyant growth prospects for Auto OEMs, and consequently, in time, replacement demand will also be robust, given the steady growth in vehicle population that will be due for replacement in the years to come.

Performance of Subsidiaries

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial results of its subsidiary Companies.

A statement in Form AOC-1, containing the salient features of the financial statements of the Company''s subsidiaries is attached with the financial statements. The statement also provides details of performance and financial position of the subsidiaries.

The contribution of the subsidiaries to the overall performance of the company is given in note 26(d) of the consolidated financial statement.

Directors'' Responsibility Statement

As required under section 1 34(3)(c) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Risk Management

The Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. During the year, a "Risk Management Committee" was constituted as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviewed the risk management initiatives.

Adequacy of Internal Financial Control

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required to be given under section 1 34(3)(m) read with rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I, forming part of this Report.

Corporate Social Responsibility (CSR)

The details of the CSR initiatives undertaken during the financial year ended 31st March, 2018 and other details required to be given under section 135 of the Companies Act, 2013 read with rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 201 4 are given in Annexure II forming part of this Report.

Board

At the last Annual General Meeting held on 4th August 201 7, Mr.Samir Thariyan Mappillai and Mr.Varun Mammen were inducted into the Board and appointed as Whole-time Directors of the Company.

The Board of Directors at its meeting held on 1st February, 2018, reappointed Mr. Arun Mammen, Vice Chairman and Managing Director of the Company for a further period of 5 years w.e.f. 1 st April, 201 8, upon conclusion of his earlier tenure on 31 st March, 201 8.

As required vide Section 152 of the Companies Act, 201 3, Dr.(Mrs) Cibi Mammen and Mrs. Ambika Mammen, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The notice convening the Annual General Meeting includes the proposal for the above re-appointments.

The Company has received declaration of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5.

Performance evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfillment of specific functions prescribed by the regulatory framework, adequacy of board meetings, attendance and effectiveness of the deliberations etc.

The Board and the Nomination and Remuneration Committee also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Company''s business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 201 3.

Corporate Governance

The information pertaining to the number of Board meetings held, the constitution of the Audit Committee, Remuneration Policy of the Company, criteria under section 178(3) of the Companies Act, 2013, Related Party Transactions and the Vigil Mechanism as required under the various provisions of the Companies Act, 201 3, have been disclosed in the Corporate Governance Report, which forms part of this report. The details of related party transactions are given in note 27(e) of the financial statements.

Business Responsibility Report

Particulars of Employees

The disclosures pertaining to remuneration and other details of Directors and employees as required under section 1 97(1 2) of the Companies Act, 201 3 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the appendix forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members. During the financial year under review, the Company has not received any complaint under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3.

Deposits

Your Company has not accepted any deposits during the financial year ended 31st March, 2018. There were no deposits which remain unclaimed as at the close of the financial year ended 31 st March, 201 8.

There were no defaults i n respect of repayment of any deposits or payment of interest thereon during the financial year under review.

Awards received during the year

Your Company has been awarded the Highest Export Award 201 6-1 7, by All India Rubber Industries Association (AIRIA).

Auditors

Messrs. SCA AND ASSOCIATES (Firm Regn. No.1 011 74W), and Messrs. Mahesh, Virender & Sriram (Firm Regn. No.001939S) were appointed joint statutory auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the company held on 11th August,201 6 and 4th August,201 7.They have confirmed that they are not disqualified from continuing as joint statutory auditors of the Company.

Auditors Report to the shareholders for the financial year ended 31 st March, 201 8, does not contain any qualification.

Cost Audit

The Board of Directors, on the recommendations of the Audit Committee, has approved the re-appointment of Mr C. Govindan Kutty, Cost Accountant (Mem. No. 2881), as Cost Auditor of the Company for the financial year ending 31st March, 2019, under section 148 of the Companies Act, 2013, and recommends ratification of his remuneration by the shareholders at the forthcoming Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr K Elangovan, Elangovan Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-lll, to this Report. The Secretarial Auditor''s Report to the shareholders does not contain any qualification.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March, 2018 is attached as Annexure-IV to this Report.

Other Matters

There are no material changes and commitments affecting the financial position of the Company between the financial year ended 31st March, 201 8 and the date of this report.

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Details of loans, guarantees and investments as required under the Companies Act, 2013 are given in the Notes to the financial statements (Note 3 and 27).

During the year under review, the Board confirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, no fraud has been reported by the auditors to the audit committee or the board.

Appreciation

On behalf of the Board of Directors

Chennai K M MAMMEN

3rd May, 201 8 Chairman & Managing Director

Mar 31, 2017

The Directors have pleasure in presenting to you the Fifty Sixth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2017.

Financial Results		Rs. in Crores
	1st April, 2016 to 31st March, 2017 [12 months period]	1st October, 2014 to 31st March, 2016 [18 months period]


Total Income	15078	22483
Profit before tax	2066	3606
Provision for taxation	615	1132
Profit for the year	1451	2474

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as âIND ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2016. The financial statements have been prepared in accordance with IND AS as prescribed under Section 133 of the Companies Act, 2013 and rules thereunder.

The current financial statements are for a period of 12 months i.e., 1st April, 2016 to 31st March, 2017. The figures for the previous financial year is for a period of 18 months i.e., 1st October, 2014 to 31st March, 2016 and hence the figures for the period under review are not comparable with the previous period.

Performance Overview

During the financial year ended 31st March, 2017, your Companyâs total income was Rs.15,078 crore as against Rs.22,483 crore in the previous 18 months period ended 31st March, 2016. The net profit for the financial year was Rs.1,451 crore as against Rs.2,474 crore in the previous period. Across the board there was an overall increase in all segments adding up to a 10% increase in total tyre production.

The Companyâs exports stood at Rs.1,316 crore for the financial year ended 31st March, 2017 as against Rs.1,856 crore for the 18 months period ended 31st March, 2016.

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report is attached and forms part of this Annual Report.

Dividend

Two interim dividends of Rs.3 each per share (30% each) for the financial year ended 31st March, 2017 were declared by the Board of Directors on 27th October, 2016 and on 03rd February, 2017. The Board of Directors is now pleased to recommend a final dividend of Rs.54/- per share (540%) on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the Annual General Meeting of the Company. With this, the total dividend for the financial year ended 31st March, 201 7 works out to Rs. 60/- per share (600%). The total amount of dividends aggregates to Rs. 25.45 crore.

The Directors recommend that after making provision for taxation, debenture redemption reserve and dividend, an amount of Rs. 1,769.41 crore be transferred to general reserve. With this, the Companyâs Reserves and Surplus stands at Rs. 8,540.1 8 crore.

Industrial Relations

Overall, the industrial relations in all our manufacturing units had been harmonious as well as cordial, except in Thiruvottiyur unit wherein long term wage settlement is pending. Efforts are being made to resolve the issue. Both production and productivity were maintained at the desired levels throughout the year under review.

Prospects for the Current Year

The outlook for the domestic tyre industry looks stable in the short to medium term on the back of favourable demand in both the domestic and export markets. The issue of raw material cost escalation especially of natural rubber is here to stay for some time which will affect operational margins for a while in the foreseeable future. Good monsoons and investments in the core and infrastructure segments, sectoral growth in the economy coupled with a 7.2% annual growth in GDP are likely to have very many positive benefits for the tyre industry in the short to medium term. The positive sentiment shown by the infrastructure and rural sectors in recent months will definitely have an impact on the demand in the tyre industry, both for the original equipment and the replacement markets. However, the days of higher industry profit margins are most likely behind us and the expected hardening of raw material prices coupled with excess capacity in the industry will see competition intensifying in the market place.

Performance of Subsidiaries

A statement in Form AOC-1, containing the salient features of the financial statements of the Companyâs subsidiaries is attached with the financial statements. The statement also provides details of performance and financial position of the subsidiaries.

The Contribution of the subsidiaries to the overall performance of the company is given in note 27(f) of the consolidated financial statement.

Directorsâ Responsibility Statement

As required under section 1 34(3)(c) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

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

e) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Risk Management

The Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Board and the Audit Committee periodically undertake a review of the major risks affecting the Companyâs business and also the policies/measures evolved to mitigate these risks.

Adequacy of Internal Financial Control

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well documented procedures, covering financial and operational functions. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors and safeguard against any losses or unauthorized use or disposal of assets. These controls are assessed on a regular basis by Internal Audit.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required to be given under section 1 34(3)(m) read with rule 8(3) of the Companies (Accounts) Rules, 201 4 is provided in Annexure I, forming part of this Report.

Corporate Social Responsibility

The details of the CSR initiatives undertaken during the financial year ended 31st March, 2017 and other details required to be given under section 135 of the Companies Act, 2013 read with rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure II forming part of this Report.

Board

Mr Arun Mam men who was Managing Director has been appointed as Vice Chairman by the Board and consequently re-designated as Vice Chairman and Managing Director of the Company with effect from 04.05.2017.

Mr Rahul Mammen Mappillai who has been the Whole time Director of the Company since 201 0 has been appointed by the Board as Managing Director of the Company for a period of 5 years commencing from 04.05.201 7.

As required by section 1 52 of the Companies Act, 201 3, Dr K C Mammen, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received notices in writing from members along with deposit of requisite amount under section 160 of the Companies Act, 2013, proposing the candidature of Mr Samir Thariyan Mappillai and Mr Varun Mammen for the office of Director of the Company. Both the proposals mentioned above, are subject to approval of the shareholders under section 149(1) of the Companies Act, 2013, for increasing the number of Directors of the Company. On the recommendations of the Nomination and Remuneration Committee, the Board of Directors has decided to recommend to the shareholders their appointment as Directors of the Company, liable to retirement by rotation. The Board has also approved the appointment of Mr Samir Thariyan Mappillai and Mr Varun Mammen as Whole-time Directors for a period of 5 years commencing from 04.08.201 7, subject to approval of the shareholders. A brief profile of Mr Samir Thariyan Mappillai and Mr Varun Mammen is given in the notice to the Annual General Meeting.

The notice convening the Annual General Meeting includes the proposal for the above appointments/re-appointment.

Performance evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of board meetings, attendance and effectiveness of the deliberations etc.

The Board and the Nomination and Remuneration Committee also carried out an evaluation of the performance of the individual Directors (excluding the director who was evaluated) based on their attendance, participation in deliberations, understanding the Companyâs business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 201 3.

Corporate Governance

The information pertaining to the number of Board meetings held, the constitution of the Audit Committee, Remuneration Policy of the Company, criteria under section 178(3) of the Companies Act, 2013, Related Party Transactions and the Vigil Mechanism as required under the various provisions of the Companies Act, 201 3, have been disclosed in the Corporate Governance Report which forms part of this report.

Business Responsibility Report

Particulars of Employees

The disclosures pertaining to remuneration and other details of directors and employees as required under section 1 97(1 2) of the Companies Act, 201 3 read with rule 5 of the Companies (Appoi ntment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the appendix forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

The Company has put in place a formal policy in line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, the Company has not received any complaint under the Act.

Deposits

Your Company has not accepted any deposits during the financial year ended 31 st March, 201 7. Three deposits aggregating Rs. 0.09 crore remain unclaimed as at the close of the financial year ended 31 st March, 201 7.

There were no defaults i n respect of repayment of any deposits or payment of interest thereon during the financial year under review.

Awards received during the year

Your Company has been awarded the âTop Export Awardâ by the Chemical And Allied Products Export Promotion Council, India (CAPEXIL) and âHighest Export Awardâ by the All India Rubber Industries Association (AIRIA).

Auditors

As per the Companies Act, 2013, auditors are permitted to hold office for a maximum period of 10 years continuously. In order to meet the statutory mandate, during the current year, Messrs. Sastri & Shah, Chartered Accountants, Statutory Auditors of the Company will not seek re-appointment and will retire. The Board of Directors, on the recommendations of the Audit Committee, at the meeting held on 4th May, 201 7, have decided to recommend to the shareholders, the appointment of Messrs. Mahesh, Vi render & Sri ram, Chartered Accountants (Firm Regn. No. 001 939S), as the Joint Statutory Auditor of the Company for a period of 5 years from the conclusion of the Fifty sixth Annual General Meeting until the conclusion of the Sixty first Annual General Meeting of the Company, subject to ratification annually by shareholders, if required by law. Messrs. Mahesh, Vi render & Sri ram, Chartered Accountants, have given their consent to act as Joint Statutory Auditors and have also confirmed that their appointment, if made, will be in accordance with the provisions of the Companies Act, 201 3.

The Board recommends to the Shareholders the ratification of the appointment of Messrs. SCA AND ASSOCIATES (Firm Regn. No. 1 011 74W), the Joint Statutory Auditors of the Company, pursuant to the approval of the members at the 55th Annual General Meeting, to hold office from the conclusion of the forthcoming Annual General Meeting of the Company until the conclusion of the next Annual General Meeting of the Company, on a remuneration to be fixed by the Board.

Cost Audit

The Board of Directors, on the recommendations of the Audit Committee, has approved the re-appointment of Mr C. Govindan Kutty, Cost Accountant (Mem. No. 2881), as Cost Auditor of the Company for the financial year ending 31st March, 2018, under section 148 of the Companies Act, 2013, and recommends ratification of his remuneration by the shareholders at the ensuing Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr K Elangovan, Elangovan Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 201 7. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-lll, to this Report. The Secretarial Auditorâs Report to the shareholders does not contain any qualification.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March, 201 7 is attached as Annexure-IV to this Report.

Other Matters

There are no material changes and commitments affecting the financial position of the Company between the financial year ended 31st March, 201 7 and the date of this report.

During the period under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future. Details of loans, guarantees and investments as required under the Companies Act, 2013 are given in the Notes to the financial statements (Note 3 and 28).

Appreciation

On behalf of the Board of Directors,

Chennai K M MAMMEN

4th May, 2017 Chairman & Managing Director

Sep 30, 2014

Dear Members,

The Directors have pleasure in presenting to you the Fifty Fourth Annual Report and the Audited Financial Statements for the year ended 30th September, 2014.

Working of the Company

Financial Results

During the year under review, the Company achieved the following financial results:

(Rs. Crore)

2013-14 2012-13

Total Income 14714 13482

Profit before tax 1339 1227

Provision for taxation 441 425

Net Profit 898 802

During the year under review, your Company''s total income increased by around 9.14% to Rs.14,714 crore from Rs.13,482 crore in the previous year.

There was an increase of 5% in total tyre production in all segments. The major factors affecting the performance of the Indian tyre industry are the sluggish growth of the economy, interest rates, fuel prices, natural rubber prices and import duty on rubber. In the year under review, prices of natural rubber and fuel prices have softened. However, this benefit got partly offset by increase in overheads like wages, freight etc. This apart, your Company could achieve improved results, due to improved operating efficiencies and cost reduction measures which the Company has undertaken over a period of time.

Two interim dividends of Rs.3 each per share (30% each) for the year ended 30th September, 2014 were declared by the Board of Directors on 23.07.2014 and on 30.10.2014. The Board of Directors is now pleased to recommend a final dividend of Rs.44 per share (440%) on the paid- up equity share capital of the Company, for consideration and approval of the shareholders at the Annual General Meeting. With this, the total dividend for the entire year works out to Rs.50 per share (500%). The total amount of dividends aggregates to Rs.21.20 crore.

The Directors recommend that after making provision for taxation, debenture redemption reserve and proposed dividend, an amount of Rs.865.99 crore be transferred to general reserve. With this, the Company''s Reserves and Surplus stands at Rs.4,513.40 crore.

Industrial Relations

Overall, the industrial relations in all our manufacturing units had been harmonious as well as cordial, except in Thiruvottiyur unit wherein long-term wage settlement is pending. Efforts are being made to resolve it bilaterally. Both production & productivity were maintained at the desired satisfactory levels throughout the year.

The Management Discussion and Analysis which is attached with this report gives an overview of the developments in human resources/ industrial relations during the year.

Exports

The Company''s exports stood at Rs.1,332 crore for the year ended 30th September, 2014 as against Rs.1,293 crore for the previous year.

Overall business climate around the globe continued to show signs of a slowdown similar to the trends in 2012-13. The situation has in fact worsened with prices dropping further and the supply - demand equation clearly showing signs of a glut in the market. Mining across countries showed a sharp decline, erratic weather patterns affected agriculture and political stalemate/turmoil also took its toll on many of our key markets leading to lower business activity and demand.

Your Company has traditionally held on to its market share in heavy and light commercial bias segments and continued to do so this year against all odds. Softening of raw material prices has given us some head room to pass on support to our channel partners against very aggressive competition and still post a good growth in profit over the previous year. Revenues, however, grew only by a nominal 3% over 2012-13.

Prospects for the Current Year

The automobile industry is going through a sluggish phase for the second consecutive year. It is hoped that combined with the expected resurgence in the Indian economy, the vehicle manufacturing sector will see a slow but sure turnaround which would in turn have a positive bearing on tyre demand. In the interim, the replacement market continues to prop up the tyre industry demand. The capacity additions in the tyre industry would further fuel competition and this could put pressure on margins especially in the truck radial segment.

Your Company hopes to record satisfactory results on account of MRF''s high brand preference and trust reposed by customers in MRF products.

Directors'' Responsibility Statement

In compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

(ii) they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently, making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Subsidiaries

Your Company established a wholly owned subsidiary in Singapore named MRF Singapore Pte Limited in July, 2014.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, Government of India, vide its General Circular No. 2 /2011 date 08.02.2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Companies Act, 1956, which requires the attaching of the balance sheet, profit and loss account etc., of the subsidiaries.

The Board of Directors at their meeting held on 23.07.2014 passed necessary resolution according consent for not attaching the financial statements in respect of all the subsidiary companies for the year ended 30th September, 2014. The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Company''s subsidiaries is attached.

In accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial statements presented by your Company include the financial information of all its subsidiaries.

The financial statements of the subsidiary companies along with the report of the directors and auditors thereon and all related detailed information will be made available to shareholders of the Company on request and will also be kept open for inspection at the registered office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details as required under the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 are given as an annexure to the Directors'' Report.

Board

Mr. S S Vaidya, Director of the Company retired at the 53rd Annual General Meeting of the Company. The Board places on record its appreciation for the valuable services rendered by Mr. S S Vaidya during his tenure on the Board.

In compliance with Sections 149 and 152 and other applicable provisions, if any of the Companies Act, 2013 read with amended Clause 49 of the listing agreement effective 01.10.2014, Mr. Vijay R Kirloskar, Mr. V Sridhar, Mr. N Kumar, Mr Ranjit I Jesudasen, Mr. Ashok Jacob, Dr Salim Joseph Thomas, Mr. Jacob Kurian and Mr. M Meyyappan, Directors, were appointed as Independent Directors of the Company for a period of 5 (Five) years by the shareholders through postal ballot in September, 2014.

Mr. K M Mammen, Chairman and Managing Director, retires by rotation in compliance with Section 152 of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. A brief profile of the Directors proposed to be re-appointed have been given in the notice convening the Annual General Meeting of the Company.

Corporate Governance

In accordance with Clause 49 of the listing agreement with the stock exchanges, a separate report on corporate governance along with the Auditors'' certificate confirming compliance is attached to this report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms an integral part of the Directors'' Report. However, in terms of the provisions of Section 219[1][b] of the Companies Act, 1956, the report and accounts are being sent to shareholders of the Company excluding the statement of particulars of employees under Section 217[2A] of the Companies Act, 1956. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company and will be provided with a copy of the same.

Deposits

Three deposits aggregating Rs.1.80 lakh remain unclaimed as at the close of the year ended 30th September, 2014.

Awards received during the year

During the year, the Company won the J D Power Award for Customer Satisfaction for the 11th time in the last 14 years. The Company was also awarded the "Highest Export Award [Auto Tyre Sector]" by the All India Rubber Industries Association (AIRIA) yet another time during the period under review.

Auditors

Messrs Sastri & Shah and M. M. Nissim and Co., who are our Auditors, retire at the ensuing annual general meeting and are eligible for re- appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed thereunder and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of Messrs Sastri & Shah and M. M. Nissim and Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

Cost Audit

Mr. C Govindan Kutty, Cost Accountant, has carried out audit of the Company''s cost records for the year ended 30th September, 2013. The due date for filing of the cost audit report with the Ministry of Corporate Affairs (MCA) for the year ended 30th September, 2013 was 31st March, 2014. The report was filed on 28.03.2014.

Mr. C Govindan Kutty, Cost Accountant, was appointed cost auditor for audit of the Company''s cost records for the year ended 30th September, 2014. The due date for filing of the cost audit report with the Ministry of Corporate Affairs (MCA) for the year ended 30th September, 2014 is 31st March, 2015. The report will be filed within its due date.

The Board, on the recommendation of the Audit Committee, has approved the re-appointment of Mr C Govindan Kutty, Cost Accountant, as cost auditor of the Company for the financial year commencing from 01.10.2014 under Section 148 of the Companies Act, 2013 and his remuneration. The remuneration to be paid is placed for ratification by the shareholders at the ensuing Annual General Meeting.

Appreciation

Your Directors place on record their appreciation of the invaluable contribution made by the Company''s employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continuous support and encouragement.

On behalf of the Board of Directors,

Chennai K M MAMMEN

26th November, 2014 Chairman & Managing Director

Sep 30, 2013

The Directors have pleasure in presenting to you the Fifty Third Annual Report and the Audited Statement of Accounts for the year ended 30th September, 2013.

Working of the Company

Financial Results

During the year under review, the Company achieved the following financial results:

(Rs. Crore)

2012-13 2011-12

Total Income 13482 13094

Profit before tax 1227 833

Provision for taxation 425 261

Net Profit 802 572

During the year under review, your Company''s total income increased by around 3% to Rs. 13482 crore from Rs. 13094 crore in the previous year.

There was an increase of 4% in total tyre production in almost all segments. During the year, the raw material prices were stable and this contributed to the margins of the Company despite depreciation of rupee. This apart, your Company could achieve improved results, due to improved operating efficiencies and cost reduction measures which the Company has undertaken over a period of time.

Two interim dividends of Rs. 3 each per share (30% each) for the year ended 30th September, 2013 were declared by the Board of Directors on 25-07-2013 and on 24-10-2013. The Board of Directors is now pleased to recommend a final dividend of Rs. 24 per share (240%) on the paid- up equity share capital of the Company, for consideration and approval of the shareholders at the Annual General Meeting. With this, the total dividend for the entire year works out to Rs. 30 per share (300%). The total amount of dividends aggregates to Rs. 12.72 crore.

The Directors recommend that after making provision for taxation, debenture redemption reserve and proposed dividend, an amount of Rs. 758.82 crore be transferred to General Reserve. With this, the Company''s Reserves and Surplus stands at Rs. 3640.90 crore.

Industrial Relations

Overall, the industrial relations in all our manufacturing units have been harmonious as well as cordial, except in Kottayam unit wherein the unions resorted to various forms of work stoppages and strikes which affected the production to a large extent and in Arakonam unit on certain issues. Both production and productivity were maintained at the desired satisfactory levels throughout the year.

The Management Discussion and Analysis which is attached with this report gives an overview of the developments in human resources/ industrial relations during the year.

Exports

The Company''s exports stood at Rs. 1 293 crore for the year ended 30th September, 201 3 as against Rs. 1281 crore for the previous year.

It was a very challenging year for the Company with the global markets showing very clear signs of a slowdown resulting in over supply and prices going on a downward spiral. In spite of these factors, export revenues posted a nominal growth of 1% over the previous year.

Prospects for the Current Year

The automobile industry is going through a recession and it is unlikely to turn favorable in the immediate future. This would have a bearing on tyre demand. The after-market demand continues to prop up the tyre industry demand. The capacity additions in the tyre industry would further fuel competition and this could put pressure on margins especially in the truck radial segment.

Your Company hopes to record satisfactory results on account of MRF''s high brand preference and trust reposed by customers in MRF products.

Directors'' Responsibility Statement

In compliance with the provisions of Section 21 7 (2AA) of the Companies Act, 1 956, your Directors confirm that:

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

(ii) they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently, making judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Subsidiaries

Pursuant to the provisions of Section 21 2(8) of the Companies Act, 1 956, the Ministry of Corporate Affairs, Government of India, vide its General Circular No. 2 /2011 dated 08-02-2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 21 2 of the Companies Act, 1 956, which requires the attaching of the balance sheet, profit and loss account etc., of the subsidiaries.

The Board of Directors at their meeting held on 25th July, 2013 passed necessary resolution according consent for not attaching the financial statements in respect of all the subsidiary companies for the year ended 30th September, 2013. The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Company''s subsidiaries is attached.

In accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial statements presented by your Company include the financial information of all its subsidiaries.

The annual accounts of the subsidiary companies along with the report of the directors and auditors thereon and all related detailed information will be made available to shareholders of the Company on request and will also be kept open for inspection at the registered office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details as required under the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1 988 are given as an annexure to the Directors'' Report.

Board

Mr Vijay R Kirloskar, Mr K M Philip, Mr S S Vaidya and Mr N Kumar retire by rotation at the Annual General Meeting and are eligible for re-appointment. Mr S S Vaidya has expressed his desire to retire from the board and not to seek re-appointment.

A brief profile of Mr Vijay R Kirloskar, Mr K M Philip and Mr N Kumar has been given in the Notice convening the Annual General Meeting of the Company.

Corporate Governance

In accordance with Clause 49 of the listing agreement with the stock exchanges, a separate report on corporate governance along with the Auditors'' certificate confirming compliance, is attached to this report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

Particulars of Employees

Information as per Section 21 7(2A) of the Companies Act, 1 956 read with Companies (Particulars of Employees) Rules, 1975 forms an integral part of the Directors'' Report. However, in terms of the provisions of Section 21 9[1 ] [b] of the Companies Act, 1 956, the report and accounts are being sent to shareholders of the Company excluding the statement of particulars of employees under Section 217[2A] of the Companies Act, 1956. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company and will be provided with a copy of the same.

Deposits

2 deposits aggregatingRs. 0.70 lakh remain unclaimed as at the close of the year ended 30th September, 201 3.

Awards received during the year

During the year, the Company won the J D Power Award for customer satisfaction for the 1 0th time in the last 13 years. MRF was also awarded the "Highest Export Award [Auto Tyre Sector]" by the All India Rubber Industries Association (AIRIA) yet another time during the period under review.

Auditors

Messrs Sastri & Shah and M. M. Nissim and Co., who are our Auditors, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificates from both the auditors to the effect that their appointments will be within the limits prescribed under Section 224[1 B] of the Companies Act, 1 956.

Cost Audit

Mr C Govindan Kutty, Cost Accountant, has carried out audit of the Company''s cost records for the year ended 30th September, 2012. The due date for filing of the cost audit report with the Ministry of Corporate Affairs (MCA) for the year ended 30th September, 2012 was 31 st March, 201 3. The report was filed on 25th March, 201 3.

The Board has re-appointed Mr C Govindan Kutty, Cost Accountant, as cost auditor of the Company for the year ended 30th September, 2013 under Section 233B of the Companies Act, 1956, and the requisite approval from the Central Government has been obtained.

Appreciation

Your Directors place on record their appreciation of the invaluable contribution made by our employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank the customers, dealers, suppliers, bankers, financial institutions, business associates and our valued shareholders for their continuous support and encouragement.

On behalf of the Board of Directors,

Chennai K. M. MAMMEN

28th November, 2013 Chairman & Managing Director

Sep 30, 2010

The Directors have pleasure in presenting to you the Fiftieth Annual Report and the Audited Statement of Accounts for the year ended 30th September, 2010.

Working of the Company

Financial Results

During the year under review, the Company achieved the following financial results:

(Rs. Crore)

2009-10 2008-09

Total income 8122.42 6176.34

Profit before tax 534.66 398.48

Provision for taxation 180.68 145.45

Net Profit 353.98 253.03

Your Company this year has crossed a sales turnover of Rs.8000 Crore, which is a landmark achievement. This reflects a sales growth of 31%. The growth was primarily driven by a remarkable turnaround in the automobile market, lower interest rates and the general recovery of business. During the year, there was an unprecedented increase in the price of natural rubber and other key raw materials, which has impacted the performance of the Company. Despite the above, your Company could achieve improved results due to better operating efficiencies, value systems and cost cutting measures which the Company has undertaken over a period of time.

Two interim dividends of Rs.3 each per share (30% each) for the year ended 30th September, 2010 were declared by the Board of Directors on 28-07-2010 and on 21-10-2010. The Board of Directors is now pleased to recommend a final dividend of Rs.19 per share (190%) and a special dividend of Rs.25 per share (250%) on the paid-up equity share capital of the Company, for consideration and approval of the shareholders at the Annual General Meeting. With this, the total dividend for the entire year works out to Rs.50 per share (500%). The total amount of dividends aggregates to Rs.21.20 Crore.

The Directors recommend that after making provision for taxation and proposed dividend, an amount of Rs.329.26 Crore be transferred to General Reserve. With this, the Companys Reserves and Surplus stands at Rs.1686.44 Crore.

Industrial Relations

Overall, the industrial relations in all our manufacturing units have been harmonious as well as cordial. Both production and productivity were maintained at the desired satisfactory levels throughout the year in all the units.

The Management Discussion and Analysis report gives an overview of the developments in human resources/industrial relations during the year.

Exports

The Companys exports stood at Rs.669.27 Crore for the year ended 30th September, 2010 as against Rs.500.56 Crore for the previous year.

MRF leveraged its efforts of 2007-08 and 2008-09 wherein focus was on a few markets. Initiatives were directed at getting closer to the consumer and offering market specific product solutions which helped in substantially increasing volumes during 2009-10.

The heavy commercial vehicle segment volumes grew by close to 40% and light commercial vehicle segment grew by over 50%. Overall export sales revenues grew by around 34% over 2008-09.

However, one disturbing trend during the year was the unabated increase in prices of key raw materials putting tremendous pressure on input costs and the need to make frequent price corrections.

Prospects for the Current Year

Whilst all tyre companies are expecting favourable growth ahead, rising raw material costs such as that of natural rubber, oil and oil derivatives which are used in the manufacture of tyres, interest costs and rising imports of tyres, until expansions can meet additional demand, will be a concern for all tyre companies. Since the tyre industry is highly competitive and price sensitive, it is unable to pass on completely the increase in raw material costs to its customers. Moreover, the imbalance in duty structure on import of raw materials which is at 20% while import on tyre which is at 8-10% is bound to affect the Indian tyre manufacturers in terms of efficiency and competition.

Despite the above, your Company hopes to record satisfactory results on account of MRFs high brand preference and trust reposed by customers in MRF products.

Directors Responsibility Statement

In compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

(ii) they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Subsidiaries

The Ministry of Corporate Affairs, Government of India, vide its letter NO.47/681/2010-CL-III dated 08-09-2010, in exercise of its powers under Section 212(8) of the Companies Act, 1956, granted exemption to the Company from the provisions of Section 212(1) of the Companies Act, 1956, from attaching the balance sheet, profit & loss account etc., of the subsidiaries for the year ended 30th September, 2010, since the consolidated financial statement presented by the Company includes the financial information of the subsidiaries. In view of this, the annual reports of the subsidiary companies have not been annexed.

The annual accounts of the subsidiary companies along with the report of the directors and auditors thereon and all related detailed information will be made available to shareholders of the Company on request and will also be kept open for inspection at the registered office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details as required under the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 are given as an annexure to the Directors Report.

Board

Dr K C Mammen, Mr Vijay R Kirloskar and Mr K M Philip retire by rotation at the Annual General Meeting and are eligible for re-election.

Mr Rahul Mammen Mappillai was appointed as Additional Director and as Whole-time Director of the Company by the Board at its meeting held on 25-11-2010.

Mr S S Vaidya who was appointed as a Director effective from 23-01-2009 in the casual vacancy caused by the demise of Mr S Nandagopal, retires at this Annual General Meeting. A notice has been received from a member under Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director of the Company.

Corporate Governance

In accordance with Clause 49 of the listing agreement with the stock exchanges, a separate report on corporate governance along with the Auditors certificate confirming compliance, is attached to this report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

Particulars of Employees

Information as per Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms an integral part of the Directors Report. However, in terms of the provisions of Section 219|1][b] of the Companies Act, 1956, the report and accounts are being sent to shareholders of the Company excluding the statement of particulars of employees under Section 21 7[2A] of the Companies Act, 1956. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company and will be provided with a copy of the same.

Deposits

10 deposits aggregating Rs.5.49 Lakhs remain unclaimed as at the close of the year ended 30th September, 2010.

Awards received during the year

During the year, MRF won the All India Rubber Industries Associations (AIRIA) award for "Highest Export Awards (Auto Tyre Sector)" category and "Top Export Award" from Chemicals & Allied Products Export Promotion Council (CAPEXIL) for 2009-10.

Auditors

Messrs Sastri & Shah and M.M. Nissim and Co., who are our Auditors, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificates from both the auditors to the effect that their appointments will be within the limits prescribed under Section 224[1B] of the Companies Act, 1956.

Cost Audit

Cost Audit for the year ended 30th September, 2010 will be conducted by the cost auditor Mr C Govindan Kutty, B.Com., ACA., AICWA., ACS., Chennai and the report will be submitted to the Government.

Appreciation

Your Directors place on record their appreciation of the invaluable contribution made by our employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank the customers, dealers, suppliers, bankers, financial institutions, business associates and our valued shareholders for their continuous support and encouragement.

On behalf of the Board of Directors,

Chennai K. M. MAMMEN

25th November, 2010 Chairman & Managing Director

Sep 30, 2009

The Directors have pleasure in presenting to you the Forty Ninth Annual Report and the Audited Statement of Accounts for the year ended 30th September, 2009.

WORKING OF THE COMPANY

Financial Results

During the year under review, the Company achieved the following financial results:

(Rs. Crore)

2008-09 2007-08

Total Income 6176.34 5756.35

Profit before tax 398.48 211.39

Provision for taxation 145.45 66.83

Net Profit 253.03 144.56

Your Company sustained its leadership position in the tyre industry with its sales registering a growth of 7% over the previous year, despite extremely difficult market scenario and the production loss caused due to labour problem. During this period, the prices of key raw materials, especially that of natural rubber and petroleum derivatives came down. This development coupled with better operating efficiencies and overall cost reduction undertaken by the Company contributed to improved results during the year.

Two interim dividends of Rs.3 each per share (30% each) for the year ended 30th September, 2009 were declared by the Board of Directors on 27-07-2009 and on 27-10-2009. The Board of Directors is now pleased to recommend a final dividend of Rs.19 per share (190%) on the paid-up equity share capital of the Company, for consideration and approval of the shareholders at the Annual General Meeting. With this, the total dividend for the entire year works out to Rs.25 per share (250%). The total amount of dividends aggregates to Rs. 10.60 Crore.

The Directors recommend that after making provision for taxation and proposed dividend, the amount of Rs.240.63 Crore be transferred to General Reserve. With this, the Companys reserves and surplus stand at Rs.1357.18 Crore.

INDUSTRIAL RELATIONS

The industrial relations in all our manufacturing plants have been harmonious as well as cordial, except in Arkonam and Puducherry, for a short duration. Both production and productivity were maintained at the desired satisfactory levels throughout the year in all the plants.

The Management Discussion and Analysis Report gives an overview of the developments in human resources/industrial relations during the year.

EXPORTS

During the year, taking forward the initiatives of 2007-08 in the identified focus markets, the Company concentrated on efforts in strengthening end customer contact and creating preference for MRF brand. Impetus was given on segmentation of truck and light truck markets and providing product marketing support to the distributors in each segment to create product differentiation and preference among customers.

The first half of the year was very challenging in terms of generally low activity and slump in demand on account of global recession. The second half definitely showed quick recovery and the situation returned to normalcy by the fourth quarter.

During the year, the Company however managed to maintain its market share and volumes close to 2007-08 levels. Export turnover was Rs.1500.56 Crore for the year ended 30th September, 2009 as against Rs.497.22 Crore for the previous year.

PROSPECTS FOR THE CURRENT YEAR

With multinationals looking to India, it is expected that more vehicle manufacturers may set up facilities in India which could trigger increased original equipment demand in the future.

The Company also expects the government to increase expenditure in infrastructure and other sectors in the coming years. Government spending, coupled with the lowering of interest rates should hopefully give effect to a push in demand.

Wide fluctuations in the prices of natural rubber, petroleum derivatives and other duties can be anticipated in the coming years. The Company is geared to handle the situation by concentrating on improving operating efficiencies and implementing all round cost reduction measures to ensure that the cost push does not impact our profitability.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, vide its letter No.47/682/2009-CL-lll dated 14-10-2009, in exercise of its powers under Section 212(8) of the Companies Act, 1956, granted an exemption to the Company from the provisions of Section 212(1) of the Companies Act, 1956, with regard to attaching the balance sheet, profit & loss account etc., of the subsidiaries for the year ended 30th September, 2009, since the consolidated financial statement presented by the Company includes the financial information of the subsidiaries. In view of this, the annual reports of the subsidiary Companies have not been annexed.

The annual accounts of the subsidiary Companies along with the report of the directors and auditors thereon and all related detailed information will be made available to shareholders of the Company on request and will also be kept open for inspection at the registered office of the Company.

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

The details as required under the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 are given as an annexure to the Directors Report.

BOARD

We report with profound sorrow, the sad demise of our Director Mr S Nandagopal on 31-12-2008. He had served on the Board of the Company for almost 8 years. We place on record the valuable services rendered by him as Director on the Board as well as Chairman of the Audit and Remuneration Committees.

Mr Ranjit I Jesudasen, Mr Ashok Jacob and Mr V Sridhar retire by rotation at the Annual General Meeting and are eligible for re-election.

CORPORATE GOVERNANCE

In accordance with Clause 49 of the listing agreement with the stock exchanges, a separate report on corporate governance along with the Auditors certificate confirming compliance is attached to this report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms an integral part of the Directors Report. However, in terms of the provisions of Section 219(1) (b) of the Companies Act, 1956, the report and accounts are being sent to shareholders of the Company excluding the statement of particulars of employees under Section 21 7(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company and will be provided with a copy of the same.

DEPOSITS

6 deposits aggregating Rs.2.38 lakhs remain unclaimed as at the close of the year ended 30th September, 2009.

AWARDS RECEIVED DURING THE YEAR

During the year, we have received AIRIAs "Top Export Awards (Auto tyre sector)" and Chemicals & Allied Products Export Promotion Council (CAPEXIL) - "Merit Award".

AUDITORS

Messrs Sastri & Shah and M.M. Nissim and Co., who are our auditors, retire at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from the auditors to the effect that their appointment will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

COST AUDIT

Cost audit for the year ended 30th September, 2009 will be conducted by the cost auditor Mr C Govindan Kutty, B.Com., A.C.A., A.I.C.W.A., A.C.S., Chennai and the report will be submitted to the Government.

APPRECIATION

Your Directors place on record their appreciation of the invaluable contribution made by our employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank the customers, dealers, suppliers, bankers, financial institutions, business associates and our valued shareholders for their continuous support and encouragement.

On behalf of the Board of Directors,

Chennai K. M. MAMMEN

21 st December, 2009 Chairman & Managing Director

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