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Goodyear India Ltd.

BSE: 500168 Sector: Auto
NSE: GOODYEAR ISIN Code: INE533A01012
BSE 00:00 | 20 Aug 1094.70 -5.75
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NSE 05:30 | 01 Jan Goodyear India Ltd
OPEN 1100.00
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VOLUME 4361
52-Week high 1298.70
52-Week low 744.00
P/E 20.00
Mkt Cap.(Rs cr) 2,525
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1100.00
CLOSE 1100.45
VOLUME 4361
52-Week high 1298.70
52-Week low 744.00
P/E 20.00
Mkt Cap.(Rs cr) 2,525
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goodyear India Ltd. (GOODYEAR) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 57th Annual Report of the Companyalong with the Company's audited financial statements for the Financial Year (FY) endedMarch 31 2018.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the FY ended March 312018 is given below. The figures of the current FY and previous FY have been prepared inaccordance with the Indian Accounting Standards (‘Ind AS').

(Rs. in Lakhs)
Particulars Year ended March 31 2018 Year ended March 31 2017
Revenue from operations 170597 162710
Other Income 3665 3291
Total Income 174262 166001
Less: Expenditure:
Cost of material consumed 69986 57361
Depreciation 3615 3374
Excise Duty 4128 11526
Other expenses 76605 74179
Total Expenditure 154334 146440
Profit Before Tax 19928 19561
Less: Income Tax Expense:
Current Tax 6740 7033
Deferred Tax 192 (209)
Profit before other comprehensive income 12996 12737
Other comprehensive income for the year net of tax (15) (109)
Total comprehensive income for the year 12981 12628

2. FINANCIAL HIGHLIGHTS

During the FY 2017-18 the total income was Rs.174262 lakhs as compared to Rs.166001lakhs in the previous FY 2016-17.

During the FY 2017-18 the revenue from operations was Rs. 170597 lakhs as compared toRs.162710 lakhs in the previous FY 2016-17 registering an increase of 4.85%.

Profit before tax (PBT) during the FY 2017-18 was Rs. 19928 lakhs as compared toRs.19561 lakhs in the previous FY 201617 showing an increase of 1.88%.

The total comprehensive income of the Company for the FY 2017-18 stood at Rs. 12981lakhs as compared to Rs.12628 lakhs in the previous FY 2016-17 showing an increase of2.80%.

During the FY 2017-18 the capital expenditure incurred amounted to Rs. 5269 lakhs ascompared to Rs. 4174 lakhs in the previous FY 2016-17. The interest and other financecost during the FY 2017-18 was Rs. 289 lakhs as compared to Rs.336 lakhs in the previousFY 2016-17.

3. DIVIDEND

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

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

The final dividend if approved at the ensuing AGM will absorb a sum of Rs. 2999lakhs and tax on dividend will be Rs. 616 lakhs.

4. TRANSFER TO GENERAL RESERVE

During the FY 2017-18 the Company has not transferred any amount towards GeneralReserve.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

Accordingly during the FY under review the Company has transferred Unpaid/ Unclaimeddividend amounting to Rs. 2981377 lying with the Company for a period of seven yearspertaining to the FY ended on December 31 2009.

b. The members of the Company are also informed that as per the new provisionsintroduced in the year 2016 underlying equity shares on which dividend remainUnpaid/Unclaimed for a period of 7 (seven) consecutive years are required to betransferred to the Investor Education & Protection Fund (IEPF) Authority establishedby the Central Government.

Accordingly during the FY under review the Company has transferred the followingUnclaimed shares to IEPF Authority:

(i) 262247 equity shares pertaining to the FY ended on December 31 2008 in respectof which dividend have not been claimed by the members for seven consecutive years.

(ii) 13747 equity shares pertaining to the FY ended on December 31 2009 in respectof which dividend have not been claimed by the members for seven consecutive years.

6. OPERATIONS

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

Manufacturers (OEMs) helped nullify the slow-down in the replacement business.Government budgetary support in 2017 increase in Minimum Support Price (MSP) andfavorable financing options helped the OE business to continue on the growth momentumwhile supporting the replacement business to recover post GST upheaval.

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

The Company manufactures automotive bias tyres viz. farm tyres and commercial trucktyres at its Ballabgarh plant and also trades in "Goodyear" branded tyresincluding radial passenger tyres (consumer) manufactured by Goodyear South Asia TyresPrivate Limited (‘GSATPL) Aurangabad. The other products which the Company marketsand sells include tubes and flaps.

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

(Rs. in Lakhs)
Tyres 160888
Flaps 122
Tubes 9164

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

7. AWARDS AND RECOGNITIONS

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

(i) "Golden Peacock Award" for ‘Excellence in Corporate Governance' inthe rubber sector for the year 2017. This is the second consecutive year that the Companyhas earned the award. The award is an evidence of the Company's commitment and zeal inrunning the organization with the best corporate governance practices.

(ii) "FICCI Road Safety Award 2017" for the category "Road Safety inCommunity" for the Safer Roads Safer You a CSR initiative.

(iii) "Business Partner of the Year" from Mahindra Group Company - Swaraj.

8. FINANCIAL STATEMENTS (Full & Abridged)

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

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

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

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

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

A full version of the Annual Report including the complete Balance Sheet Statement ofProfit & Loss other statements and notes thereto prepared as per the requirements setout in Schedule III to the Companies Act 2013 and Indian Accounting Standards (Ind AS) isavailable on the Company's website at www.goodyear.co.in (Investor Relations section) andwill also be shared with shareholder(s) upon request.

9. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 the directors make the followingstatements that:

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

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

(iii) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

(v) the directors have laid down adequate internal financial controls which werefollowed by the Company effectively. The internal control system including internalfinancial controls of the Company is monitored by an independent Internal Audit Teamwhich encompasses examination/ periodic reviews to ascertain the adequacy of internalcontrols and compliance to the Company's policies. Weaknesses noted along with agreed uponaction plans are shared with the Audit Committee which ensures the orderly and efficientconduct of the business and effectiveness of the system of internal control. InternalAuditors Audit Committee members and the Auditors have full and free access to all theinformation and records considered necessary to carry out the assigned responsibilities.The issues raised from time to time are suitably acted upon and followed up at differentlevels of management;

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

10. FUTURE OUTLOOK

The tractor industry continued to show strong growth in 2017 on the back of anotheryear of normal monsoon. This was supported by a strong focus of the Government onagriculture as reflected in the current budget together with an increasing trend towardsmechanization (Source: Crisil & ICRA). Hence the mid to long-term outlook remainsrobust for the tractor industry.

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

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

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

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

 

Mr. Oliver Carsten Gloe - Additional Director September 19 2017 -
Mr. Christopher Raymond Delaney - Director - September18

2017

Mr. Leopoldo Estefano Maggiolo Gonzalez - Whole Time Director - October 31 2017
Mr. Leopoldo Estefano Maggiolo Gonzalez - CFO (KMP) - October 31 2017
Mr. Mitesh Mittal - Additional & Whole Time Director3 November 132017 -
Mr. Mitesh Mittal - CFO (KMP)3 November 132017 -
Mr. Ravi Vira Gupta4 - Independent Director - March 11 2018
Mr. Rajiv Lochan Jain5 - Independent Director March 12 2018 -

Note:

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

2. Mr. Oliver Carsten Gloe (DIN: 07250426) vacated the office of Alternate Director toMr. Christopher Raymond Delaney (DIN: 07348894) since Mr. Delaney resigned from the postof director of the Company. On recommendation of the Nomination and Remuneration Committee(NRC) the Board appointed Mr. Oliver Carsten Gloe as an Additional Director w.e.f.September 19 2017. He has resigned from the directorship of the Company w.e.f. close ofbusiness hours of May 25 2018.

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

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

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

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

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

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

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

During the FY 2017-18 5 (five) Board Meetings were held on May 26 2017 August 092017 September 18 2017 November 13 2017 and February 14 2018 respectively. Detailsregarding the appointment and re-appointment of directors attendance of the directors inthe Board Meetings held during the FY 2017-18 are disclosed in the Corporate GovernanceReport forming a part of this Board's Report.

12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

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

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

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

14. INSIDER TRADING REGULATION

The Company has adopted a ‘Code of Practices and Procedures for a Fair Disclosureof Unpublished Price Sensitive Information and Conduct for Regulation Monitoring andPrevention of Insider Trading in compliance with the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 (‘the PIT Regulations2015'). The said Code is applicable to all Directors KMPs other Designated Persons andother persons as identified in the Code who may have access to unpublished pricesensitive information of the Company.

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

15. DEPOSITS

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

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

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

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

18. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 read withrules made thereunder extract of Annual Return of the Company in the prescribed Form -MGT 9 is annexed as ‘Annexure B' to this Report.

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

20. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company which is based on the applicableguidance on Internal Financial Control is adequate and effective. The Internal FinancialControls and its adequacy and operating effectiveness is included in the ManagementDiscussion and Analysis Report forming a part of this Report.

21. RISK MANAGEMENT POLICY

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

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

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

22. AUDITORS

(i) Statutory Auditors and their Report

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

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

There are no qualifications reservations or adverse remarks and disclaimers made byDeloitte Haskins & Sells LLP the Statutory Auditors in their Audit Report for the FY2017-18. Further there was no fraudulent activity reported by the auditors of the Companyfor the FY 2017-18.

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

(ii) Cost Auditors and their Report

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

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

(iii) Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s. VKC & Associates Company Secretaries (UCN- P2017UP060600) having itsoffice at D-38 LGF (L/S) South Extension Part-II New Delhi-110049 India asSecretarial Auditor to carry out the Secretarial Audit of the Company for the FY 2017-18.The Secretarial Audit Report is annexed as ‘Annexure C' to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

23. ANNUAL PERFORMANCE EVALUATION

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

The Performance evaluation was carried out by the Nomination and Remuneration Committeebased on the "Annual Evaluation Framework" prepared by the Committee.

Further the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and non-executive directors asstipulated under the SEBI (LODR) 2015.

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

24. CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT

The Company upholds its commitments towards the highest standard of CorporateGovernance practices. The Company has put in place efficient and effective systems toensure proper compliance with regulatory provisions. As per the applicable provisions ofthe SEBI (LODR) 2015 a detailed Corporate Governance Report together with the Auditors'Certificate on the compliance of conditions of Corporate Governance and a ManagementDiscussion & Analysis Report forms part of the Annual Report and is annexed as‘Annexure D' to this Report.

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

(i) Board Meetings

Particulars of Board Meetings held during the FY 201718 including composition andcategory of Directors are mentioned under the head ‘Board of Directors'.

(ii) Audit Committee

Particulars of role composition and meetings of Audit Committee of the Company duringthe year are mentioned under the head ‘Audit Committee'.

(iii) Other Board Committees

Particulars of committees of the Board other than Audit Committee includingNomination and Remuneration Committee Stakeholder Relationship Committee and CorporateSocial Responsibility Committee are detailed under their respective separate headings.

(iv) Nomination and Remuneration Policy

Particulars of policy on Nomination and Remuneration of Director Key ManagerialPersonnel and Senior Management are mentioned under the head- ‘Nomination andRemuneration Committee (NRC)'.The Nomination and Remuneration Policy is also available onwww.goodyear.co.in (Investor Relations section).

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

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

25. HUMAN RESOURCES

Industrial Relations

Industrial harmony was maintained during the year through cordial and productiveemployee relations. A formal tripartite settlement was signed before the Deputy LabourCommissioner Faridabad Haryana on September 02 2017. The Collective BargainingAgreement (CBA) is effective from May 01 2017 and valid till April 30 2020. This newsettlement will help the Ballabgarh factory to improve productivity and operationalefficiencies which will offset the cost of the CBA. High priority was given by themanagement to training and development related to ethics and compliance disciplinesafety of the employees and environmental awareness. The total number of salaried andhourly paid associates as on March 31 2018 stood at 908.

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

Information in accordance with the provisions of Section 197 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014regarding remuneration and other details is annexed as ‘Annexure E' to this Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is actively involved in contributing to society by working to createpositive outcomes for people communities and the world around us by way of various CSRprojects. The CSR efforts of the Company are driven by the on-going commitment to safetywellness and environmental protection. The Company constantly strives to be a sociallyethically and environmentally responsible Company. The Company's CSR projects for FY2017-18 were focused on the areas of health & sanitation road safety & skillbuilding and education. The Company undertakes a comprehensive partner selection and duediligence process to ensure that the on boarded implementation partners have the requiredexperience & expertise to be able to implement the projects successfully. Further theCompany periodically monitors progress on defined key performance indicators for each ofthe projects. The Company has successfully implemented Corporate Social Responsibility("CSR") initiatives such as ‘Safer Roads Safer You' - a driver trainingprogramme for fleet operators in collaboration with the Institute of Road TrafficEducation (IRTE). In collaboration with the International Association for Human Values(IAHV) the Company has also implemented the ‘Healthy India Program'- a health andsanitation program with a long-term goal of creating Open Defecation Free (ODF) inMaharashtra. In addition to the above the Company also supported an ongoing projectcalled ‘Children of Vulnerable Families' by the India Vision Foundation (IVF) underwhich it supported the education of female children of prison inmates.

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

The Company is proud to announce that it has been awarded the "FICCI Road SafetyAward 2017" for the category "Road Safety in Community" for Safer RoadsSafer You.

The Annual Report on CSR activities for the Financial Year 2017-18 is annexed as‘Annexure F' to this Report pursuant to Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars related to the conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as ‘Annexure G' tothis Report.

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

The Company has in place a policy on Prevention of Sexual Harassment in compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. As per the said Policy an Internal Complaint Committee (ICC) is in place to redresscomplaints received regarding sexual harassment. During the FY 2017-18 following is thesummary of complaints received and disposed of:

No. of complaints received: NIL

No. of complaints disposed of: NIL

29. OTHER INFORMATION

(i) Sweat Equity Shares Employee Stock Option

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

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the FY 2017-18 by theregulators or courts or tribunals affecting the going concern status and Company'soperations in future.

(iii) Material Changes & Commitments

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

The Board of Directors of the Company at its meeting held on May 25 2018 hasapproved a loan for an amount not exceeding Rs. 260 Crores (‘Loan') to Goodyear SouthAsia Tyres Private Limited (‘GSATPL) a fellow subsidiary for GSATPLs businesspurposes. The Loan is subject to approval of the members of the Company at the ensuing AGMin terms of Section 185 of Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Loan if approved by themembers of the Company will reflect in the Financial Statements of the Company for the FY2018-19.

(iv) Change in Nature of business if any

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

(v) Compliance with Secretarial Standards

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

30. ACKNOWLEDGEMENT

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

The Board of Directors hereby promises to uphold the Company's commitment towardsacting with honesty integrity and respect and to be responsible and accountable to allthe stakeholders of the Company.

On behalf of the Board of Directors

Rajeev Anand Rajiv Lochan Jain
(Chairman & Managing Director) (Director)
May 25 2018 DIN: 00161022
New Delhi DIN:02519876