in tyre technology by linzhengnd

VIEWS: 56 PAGES: 52

									                              Compiled by: Asian CERC Information Technology Ltd




                                                       GOODYEAR
                                                      QQODYEAR INDIA LIMITED
                                                      ANNUAL REPORT 2003




Lead
       wo rrd
                  in tyre technology


     BUILT WITH


TYRE TECHNOLOGY
                     Compiled by: Asian CERC Information Technology Ltd




C O N T E N T S




Carefully balanced, properly aligned

Board of Directors                                    1

Directors' Report                                     2

Corporate Governance                                  8

Management Discussion & Analysis                      14


Balance Sheet                                        16


Profit and Loss Account                               17


Schedules                                            18


Cash Flow Statement                                  31

Balance Sheet Abstract and Company's
General Business Profile                             32


Auditor's Report                                     33

Annexure                                             34
                                                      Compiled by: Asian CERC Information Technology Ltd




 " Over a decade, the automotive industry has metamorphosed from

 a seller's market to a buyer's market. Today, .there are 12 car

. companies offering more than 30 models in India and more are

 expected in the near future. The Indian market has tranformed into

 a highly demanding market which seeks appropriate technology

 which is at the same time economical.


Goodyear India's products are all backed by its international R & D,

 manufacturing processes and practices. The Company is confident

of staying one revolution ahead even as the market here evolves

and adopts new performance standards across all automotive

products."




                        Antonio M Capellini
                     Chairman & Managing Director
                            Goodyear India
                                                                                         Compiled by: Asian CERC Information Technology Ltd




CAREFULLY BALANCED,
       PROPERLY ALIGNED
Without a doubt, recent years haven't been a joyride. They have

posed challenges on many fronts. Events of turmoil such as 9/11,

the uncertainties caused by developments in the Middle East,

recessionary economic trends have all exacted their toll. Still, as the

maxim goes, "tough times never last, tough people do".

Our determination to leverage our global technological superiority to

extend our marketshares has been keeping us in good stead for the

future. The measures to streamline our departments, rationalise our

distribution network, intensify our customer contact, and improve

our accessibility have all contributed to better our standing. Indeed,

these will fructify and the Company will reap their full rewards

sooner than later.


                             'WBR Dealer Meet at Belgaum
                                                                                              WBR Dealer Meet - Bangalore




                                                                                   TECHNOLOGY WITH A TARGET

                                                                            In fact, our entire range of products across applications and

                                                                            market segments derives mileage from this fact in terms of

                                                                            reputation for reliability. Which is why we have striven to carry

                                                                            this point home through road-shows, training sessions and ,

                                                                            other showcasing events. It eloquently testifies to our clear

                                                                            edge in research and product development.
There has been an all-round furthering of our commitment to upkeep of
                                                                            In terms of new OE sign-ups in the passenger car segments as
j Total Quality Culture. We have been maintaining our manufacturing
                                                                            well as additional business from existing agreements, we can
standards, both in quantity and quality. Our interactions with OEs, their
                                                                            cite with pride, the new model of Honda City, the Chevrolet
personnel, garages, our retailing associates, our end-users, have all
                                                                            Optra, the Tata Rover and achieving sole status for Skoda cars.
:arried an impact of our time-honoured brand values and highlighted us
                                                                            While Aquatred and GPS radials have been bywords among
is being different because of our strengths.
                                                                            car owners, we have been improving on the customer

Videly hailed across the industry for pioneering the unique Tubeless        preference rankings through better monitoring of standards at

ladial technology, Goodyear has initiated the market's transition process   our Tyretech centres, as well as by encouraging our retailing

owards this product. An on-road demonstration of technological              associates to set higher goals.

irowess, these tyres use Trinuum know-how which was developed

hrough collaborative efforts across America, Europe and Japan. They

iterate our position of 'leading the world in tyre technology'.
                                                                                                  Compiled by: Asian CERC Information Technology Ltd



TRANSLATING QUALITY
STANDARDS INTO MARKET
SHARES

A lot of force of conviction is called upon to vividly

transmit our product superiority at the retail level, as

customers do a major part of their evaluation and

also make their decision here. After all, not everyone

can visit the Plant to be persuaded, and yet they

must see, hear, understand and experience enough

to base their preference for Goodyear. This is where

our Workshop sessions that disseminate such

knowledge and impart these skills play a critical role

in gearing the entire market interface towards this

objective.
                                                                                      Participants of a Refresher Course for Dealer Mechanics at Escorts, Faridabad




                                      OE Training for Maruti Dealers at the Regional Training Centres at Kochi (left) and Chennai (right)




                                                    Even as we strengthen every link in the chain to                such initiatives at Goodyear India will have pois

                                                    extend our values to the market, there is a                     to seize the advantage and translate opportune!
                    Farm Tyre Adjuster Program
                                                    simultaneous raising of standards within the                    results As EMIs (car loan instalments) are drof
                  for Eicher Business Associates

                                                    organization 1 he spiead of the Six Sigma program               an auto boom is underway, expanding the voli

                                                    for business success through orientation at different           in the passenger car radial segment. The dome

                                                    executive levels, has helped everyone to understand             rate of economic growth also hovers around 8'

                                                    processes and accomplish specific projects. The Six             which induces investor confidence and signals

                                                    Sigma Steering Committee comprising all EC                      favourable consumer trends.

                                                    membeis and headed by the Chairman & Managing
                                                                                                                    Peak functioning of our people and processes'
                                                     Director, ensures its priority on our corporate
                                                                                                                    enable us to capitalise better in the emerging
                                                    agenda
                                                                                                                    scenario than our competitors. It will also pave

                                                    As the market conditions indicate substantial                   way towards a fresh chapter of rewards for th<

                                                    improvement in the coming months, each one of                   stakeholders.
                                                                                                   Compiled by: Asian CERC Information Technology Ltd




Tyre Maintenance Seminar for the APSRTC employees - 6 ways to reduce tyre cost




       COMPETITIVE EDGE
       SHOWS UP IN THE CUSTOMER'S
       EXPERIENCE

       As our products set performance norms for dry as

       well as wet traction, treadwear, comfort of ride, and

      tyre life - they earn brand loyalty which is reinforced

      even further by our programmes such as Customer
                                                                                                                      A Truck Tyre Clinic in progress
      Meets and Special Tyre Clinics.
                                                                                              Goodyear India actively supports its customers in

                                                                                              getting the best value by means of Training that

                Associates on the successful completion of Field Staff Orientation Course-   focusses on their specialised application. Whether

                                                                                             it be Earthmover Seminars for heavy industry and

                                                                                             mining sector, or the Farm Tyre Adjuster Program,

                                                                                             guidelines are imparted on load, safety precautions

                                                                                             and defect analysis, thus directly impacting the

                                                                                             usage and benefits for the customer.


                                                                                             Responding to the warm reception from the

                                                                                             agricultural sector, the Company has vigorously

                                                                                             spread its network of Farm Tyre Centres and

                                                                                             deployed Farm Vans. Its string of Tractor Owner

                                                                                             Meets strengthens the brand presence across the

                                                                                             vast hinterland.
                                                               Compiled by: Asian CERC Information Technology Ltd




                      A REPUTATION
                            REACHING OUT

                      in line with the ttj.-i.Ution gained by Goodyear

                      Eagle rating radials among the Grand Prix drivers

                     and participant teams, a number of the most

                      prestigious automobile models ranging from Ferrari,

                      Porsche, and Cadillac to Nissan roll out fitted with

                     Goudyear Tyres.




V:'-,




        Reaching out to customers - a Road sh&w as a part of Customer Awareness Programme




                     Coupled with having the most numerous types and

                     sizes of tyres in its range, this builds a ready brand

                     confidence among our customers worldwide. In

                     certain markets, this is latent and has to be tapped

                     effectively to reflect more in the sales graphs.


                     Also as the number of SUVs in the market has gone

                     up, with several spectacular launches in recent

                     times, the Trinuum-based Fortera is well placed to

                     conquer this segment on Indian roads.
                                                                                            Compiled by: Asian CERC Information Technology Ltd




CHANNELISING THE                                Truck Customer Programme at Namakkal

BRAND PULL
The number of dealer meets convened right

through the year has served to keep up a

healthy circulation of information and ideas.

While valuable customer feedback is

obtained through these interactions, the

meets are crucial for disseminating the

Company's policies on competitive pricing,

product availability and about new                segments, updating the skills of the

developments on the anvil.                        participants, and comprehensively covering

With the active support from local and            the aspects of tyre storage, maintenance,

regional dealers, contact between                 and servicing parameters.

customers and senior company executives           To augment the channel push, the

was also facilitated at various venues across     Company also has an extensive drive to

the country. This is yet another initiative       establish contact with purchase influencers.

that consolidates the customer goodwill for       We go to the places they operate from and

the brand, and generates independent and          seek their cooperation. Car mechanics,

invaluable word-of-mouth as endorsement           garage-owners, taxi operators, LCV

for Goodyear values.                              transporters etc. have all been targetted

Our channel partners were also                    with specific campaigning which

exposed to training sessions focussed             emphasizes Coodyear's edge in technology

on selling to different market                    and its customer benefits.


                                                                               Maintaining customer relationship
                                                                                          - Tractor Owners1 Meet
                                                                                        Compiled by: Asian CERC Information Technology Ltd




KEEPING THE TRUST - VALUES
FOR SOCIETAL ADVANCEMENT
As a contemporary corporate citizen, Goodyear evinces its concern

for the environment and actively promotes greening in the vicinity

all around its manufacturing facilities. Equally, it attaches

importance to safety norms, as well as storage and handling

procedures at various locations. In addition, the Company is

constantly seeking ways to reduce process waste, lower energy

consumption, and increase productivity.




                                                                             Tractor Customer Meet at Cwatior


Goodyear India also undertakes to contribute to social welfare projects

which improve the quality of life for people living in the local

neighbourhoods where we have manufacturing infrastructure. It also

fosters academic excellence among children through award of merit

scholarships and this has enabled several youngsters to pursue higher

education.


It is perseverance in the pursuit of values and quality processes, both in

our businesses and social transactions, which foster respect and goodwill

at large for our brand. "Protect Our Good Name" has always been an

inspiring refrain in the annals of our 107-year old institution.
                                                   Compiled by: Asian CERC Information Technology Ltd




        Board of Directors                 Antonio M Capeilini
                                           Chairman & Managing Director


                                           Alberto Aguirre Rivera
                                           Finance Director


                                           R V Gupta
                                           C Dasgupta
                                           Luis C Ceneviz



        Company Secretary                  S K Jain



        Auditors                           A F Ferguson & Co.
                                           Chartered Accountants



        Registered & Corporate Office      Mathura Road
        and Works                          Ballabgarh (Dist. Faridabad)
                                           Haryana- 121 004
                                           Tel. No. 0129-5069000




43rd Annual General Meeting May 14, 2004



                                                                          GOODYEAR INDIA LIMITED
                                                                        Compiled by: Asian CERC Information Technology Ltd


                                                                              GOOD/YEAR


DIRECTORS'          REPORT

Your Directors present the audited results for the year ended December 31, 2003 as under:

                                                                                (Rs in lacs)

                                                                     2003              2002

            Total Sales & other Income                              65833             65270
            Less:   Total Expenditure excluding Interest,
                    Depreciation & Voluntary Retirement
                    Absorption                                      62934             63410
            Profit/ (Loss) Before Interest, Depreciation,
            Voluntary Retirement Absorption & Tax                    2899              1860
            Less:    i) Interest & Financing Charges                 1327              1535
                     ii) Depreciation                                1272              1299
                     iii) Voluntary Retirement Absorption             295               295
                     iv) Tax
            Profit/ (Loss) After Tax                                     5            (1269)

In view of above results, no dividend is recommended.

OPERATIONS
During the year under review, the sales and other income increased to Rs. 65833 lacs from Rs. 65270 lacs inthe
previous year. The export sales also witnessed an increase of 26.63% over the last year i.e. from Rs. 3863 lacs
to Rs. 4892 lacs. Your Company's high quality products enjoy well acceptance, both in replacement and OE
segments. In the highly competitive market, your Company could not pass on all the cost increases on
account of increase in the prices of raw materials, particularly that of natural rubber increase. Your Company's
continuous efforts in achieving cost savings in all the areas of operations, implementation of six sigma concept
and effective utilisation of the working capital, besides the credit of the Additional Excise Duty as referred to
in note (k) Schedule 16 to the Notes to the Accounts, have contributed to the above performance.

FINANCE AND ACCOUNTS
The parent company, The Goodyear Tire & Rubber Company, Akron, Ohio, USA ('GTR') provided US$ 2.1
Million i.e. Rs 95.65 Crores in September 2003, by way of External Commercial Borrowings ('ECB") to retire high
cost working capital loans availed from the banks. The effective utilisation of the working capital, coupled with
the above inflow of funds from the parent company, have helped your Company in reducing the interest cost.
The full interest cost reduction, due above debt repayment, would be reflected from the current financial year
onwards.
As at the end of December 2003, an amount of Rs. 6.08 lacs of matured deposits remained unclaimed. An
amount of Rs.1 lac has since been paid out of the unclaimed account.
During the year under review, the capital expenditure of Rs. 602 lacs was incurred.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956
Your Directors state that the annual accounts of the Company have been prepared in conformity, in all material
respects, with the generally accepted accounting standards in India and supported by reasonable and prudent
                                                                         Compiled by: Asian CERC Information Technology Ltd

                                                                                GOOD/YEAR


judgements and statements so as to give a true and fair view of the state of affairs of the Company and of the
results of the operations of the Company. Significant accounting policies followed and other disclosures are
appearing in Schedule 16 to the Notes to the Accounts and forming part of the annual accounts.
These financial statements of the Company have been audited by M/s A F Ferguson & Co., Chartered Accountants.
A reference may be made to their report dated March 10, 2004 to the members together with Annexure 'A
thereto containing information per requirement under the Companies (Auditor's Report) Order, 2003 attached
with these annual accounts.
Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The internal control system of the Company is monitored by an independent internal audit team which
encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal
control. Internal Auditors, Audit Committee Members and Statutory Auditors have full and free access to all the
information and records considered necessary to carry out the assigned responsibilities. The issues raised
from time to time are suitably acted upon and followed up at different levels of Management.
In the opinion of the Board, the Company is in a position to carry on its business in the foreseeable future and,
accordingly, the financial statements have been prepared on the basis of a going concern.

FUTURE OUTLOOK
With the emphasis being given by the Government on the development of infrastructure sector in the country,
particularly the roads, the automobile sector has shown signs of growth. The growth of the Indian economy is
estimated at about 8%. The tyre industry which is linked with the automobile sector in general and the transport
sector in particular, has also shown considerable growth in the truck, bus, passenger car and light commercial
vehicle segments. However, due availability of products in excess of the demand in the Indian market, stiff
competition in the market place is likely to continue, which would pose a challenge to pass on the cost increases
due increase in the prices of raw material, particularly that of the natural rubber. Continuous emphasis on
achieving cost saving in all possible areas, meet customers expectation, provide the best quality products and
giving more thrust on export, would be the areas of focus. In order to achieve continuous improvement in
productivity, cost and customer satisfaction, your Company implemented Six Sigma concept which is an
internationally proven system for achieving and sustaining business success, based on customer focus, process
understanding and the wise use of facts and data.

VOLUNTARY DELISTING OF THE COMPANY'S SHARES FROM THE STOCK
EXCHANGES AT DELHI AND KOLKATA
It is proposed to voluntary delist the Company's equity shares from the Stock Exchanges at The Delhi Stock
Exchange Association Ltd. (DSE) and Calcutta Stock Exchange Association Ltd. (CSE) to, inter-alia, save the
annual recurring fee paid to the said stock exchanges which does not commensurate with the benefits to the
Company or its investors. No exit option will be provided to the shareholders, as the shares will continue to be
listed on BSE, which has nationwide trading terminals.

SHARE TRANSFER AGENTS
Effective April 1,2003, Skyline Financial Services Pvt. Ltd., 123, Vinoba Puri, Lajpat Nagar -II, New Delhi -110 024
have been appointed as the Share Transfer Agents of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Energy conservation continues to be an important area. The details as required under the Companies (Disclosure
of Particulars in Report of the Board of Directors) Rules, 1988 are annexed.

                                                          o                                      GOODYEAR INDIA LIMITED
                                                                        Compiled by: Asian CERC Information Technology Ltd


                                                                                GOODfYEAR


DIRECTORS
Mr Alberto Aguirre Rivera was appointed as new wholetime Finance Director for a period of three years, effective
October 1, 2003, in place of Mr Charlie D Jarreau, who had resigned from the Company. Mr Richard J Kramer
also resigned from the Directorship of the Company effective June 30, 2003 and the Board appointed Mr Luis C
Ceneviz, former Chairman & Managing Director of the Company as a non wholetime Director, effective from the
same date, in the vacancy caused by the resignation of Mr Kramer.
The Board records its appreciation for the valuable contribution made by Messrs Charlie D Jarreau and Richard
J Kramer during their respective tenures.
Mr Luis C Ceneviz is retiring by rotation at this Annual General Meeting and, being eligible, offers himself for re-
appointment.
The information relating to the above appointment of Directors is also appearing under the head 'Directors' in the
Corporate Governance Report, appearing separately.

AUDITORS
Messrs A F Ferguson & Co. Chartered Accountants, retire at the conclusion of this Annual General Meeting,
and are eligible for reappointment.
Dr. Ashok K Agarwal, has been re-appointed as Cost Auditor for conducting the cost audit for the year ending
December 31, 2004.

CORPORATE GOVERNANCE
As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, a Management
Discussion & Analysis, a Report on Corporate Governance together with the Auditors' certificate on the compliance
of conditions of Corporate Governance form part of the Annual Report.
PERSONNEL
The employer-employee relations throughout the year were very cordial. As in the past, measures for training,
development, safety of the employees and environmental awareness were given top priority by the Management.
The Statement of Particulars of the employees of the Company, pursuant to Section 217 (2A) of the Companies
Act, 1956 forming part of this report, is also attached.

ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation to The Goodyear Tire & Rubber Company, Akron, Ohio,
USA for their continued support and contribution in all the spheres of operations. The Directors also wish to
thank the Company's esteemed Shareholders, Customers, Suppliers, Associates, Financial Institutions, Bankers,
Depositholders and the State and Central Governments for their valuable contribution and continued support.


                                                                      On behalf of the Board of Directors


New Delhi                                                             Antonio M Capellini
March 10, 2004                                                        Chairman & Managing Director
                                                                            Compiled by: Asian CERC Information Technology Ltd


                                                                                   GOODfYEAR


Annexure to the Directors' Report
The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988

A.    CONSERVATION OF ENERGY
(a)   Energy conservation measure taken:
      i)    Optimum loading of DG sets & better power management.
      ii)   Condensate recovery improved by regular monitoring & trap audits.
      iii) Losses due to air/steam leaks reduced by effective leak rectification programme.
      iv) Concerted efforts made on cooling tower efficiency improvements.
      v) Variable frequency drives installed on various compressors & pumps.
      vi) Improved efficiency of the Plant equipment by focussed preventive maintenance programme.
      vii) Converted additional truck press cavities to Nitrogen Cure.
      viii) Modification in controls of the curing presses to improve efficiency of Nitrogen system.
(b)   Additional Investment and proposals, if any, being implemented for reduction of consumption of energy:
      i)    Variable frequency drives on compressors & Pumps,
      ii)   Insulation improvement.
(c)   Impact of measures (a) & (b) above for reduction of energy consumption and consequent on cost of production
      of goods:
      The above have impacted in reduction in energy consumption.
(d)   Total energy consumption and energy consumption per unit of production:
A.    Power and Fuel Consumption                                              2003              2002
      1     Electricity (KWH)
            a) Purchased
                Units (000)                                                   8281             10141
                Total Amount (Rs.OOO)                                        32363             41233
                Rate / Unit (Rs.)                                             3.91              4.07
            b) Own Generation
               Through Generator
               Units (000)                                                   29065             32327
               Units / Ltr. of fuel                                            3.94              3.99
               Cost / Unit (Rs.)                                               4.19             4.17
      2    Furnace Oil (for process steam)
           (including HSD / LDO)
           Quantity (K. Ltrs)                                                  183               135
           Total Amount (Rs.OOO)                                              3549              2065
           Average Rate (Rs. / K.Ltr)                                        19386             15250
      3 Residual Furnace Oil (for process steam)
           Quantity (Tonnes)                                                  5552             6366
           Total Cost (Rs.OOO)                                               68880            71923
           Average Rate (Rs. / Tonnes)                                       12405            11303
      4 Nitrogen
           Quantity (cubic Meters- 000)                                       1928              1862
           Total Cost (Rs.OOO)                                               11147             11137
           Average Rate (Rs. / Cubic Meter)                                   5.78              5.98
      Consumption per tonne of production
      Electricity ( KWH)                                                       840                959
      Fuel (K. Liters Excl. nitrogen gas) for steam                         0.1403            0.1610
      Nitrogen (m3)                                                            47.0              45.0


                                                                                                       GOODYEAR INDIA LIMITED
                                                                           Compiled by: Asian CERC Information Technology Ltd



                                                                                   GOOD/YEAR


B. TECHNOLOGY ABSORPTION
     (e)   Research & Development (R&D)
     1.    Specific areas in which R&D activities       <Hed out by the company:
           R&D activities were mainly focussed in New Product Development for both export and local markets and
           were carried out by the company in close coordination with The Goodyear Tire & Rubber company, Akron,
           Ohio, USA and their technical centres based in Luxembourg, Akron & Japan.
           Major emphasis was on process improvements, resulting in waste reductions, energy conservation, and
           higher customer satisfaction and improved productivity. Other areas of major focus were on modifications/
           tuning of tyre constructions, rubber compound formulations, introduction of new fabric reinforcement, process
           controls in order to achieve improved Bias Truck product performance. Efforts for import substitution and
           local raw material development were also made for cost optimization.
           New constructions were made in Bias Medium Truck, Bias Light Truck , Rear Farm, & Front Farm categories.
     2.    Benefits derived as a result of above R&D:
           The R&D activities helped the company to add new quality products to its range and achieve yi eater customer
           acceptance in the market. These activities also enabled the Company to reduce process waste, lower the
           energy consumption, increase productivity & release new products in the Market to achieve higher Customer
           Satisfaction. New local raw materials were developed for cost effectiveness and better quality.
     3.    Future Plan of Action:
           Introduction of new quality products to existing range with new designs, sizes & constructions in order to
           meet market requirements and exceed customer needs, based on bench marked products.
     4.    Expenditure on R & D:
                                                                     Rs. in lacs
           a.   Capital                                                 1.17
           b.   Recurring                                              16.32
           c.   Total                                                  17.49
           d.   Total R & D expenditure                                 0.027
                (as a percentage of total turnover)

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
1.   Efforts in brief made towards technology absorption, adaptation & innovation:
     (a)   New Product Introduction:
           R&D activities helped the Company in the introduction of new products designs in Bias Truck, Bias Light
           Truck & Farm tyres with superior compounds & constructions to exceed customer expectations & increase
           market acceptance.
     (b)   Process Improvement:
         Continued efforts made in the areas of Quality Improvement, waste reduction, process capability in major
         equipment and cost optimization to specially improve the market acceptance of company's Bias Medium &
         Light Truck tyres.
2.   Benefits derived as a result of above efforts:
     The technical innovations & adaptation made at Goodyear Technical Centres in USA & Luxembourg alongwith
     company's inputs helped the Company to improve the market acceptance of Goodyear Products.
3.   Imported   Technology :
         a)     Technology Imported                                         )
         b)     Year of Import                                              )
         c)     Has technology been fully absorbed ?                        )      Not Applicable
         d)     If not fully absorbed, areas where this has not             )
                taken place, reasons therefore and future plans             )
                of actions
                                                                         Compiled by: Asian CERC Information Technology Ltd


                                                                                 GOOD/YEAH

 C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
     f)    Activities relating to export:
           During the year 2003, products were exported to Bangladesh, Dubai, Ghana, Australia, Ethiopia, Myanmar,
           Sri Lanka, Vietnam, Maldives, Pakistan, Qatar, Iran, Brazil, Mauritius, Germany, United States of America,
           Singapore, Cambodia, South Africa, Laos and Greece etc.
     g)    Foreign Exchange (Rs. in lacs)

                   Earned                                 Used (on Accural Basis)
            Export (FOB) Others                           Import (GIF)                      Others
                                            Capital      Components          Raw
                                            Goods        & Spares            Materials
            4982            73              77           52                  3695           979




                          ANNEXURE TO THE DIRECTORS' REPORT - 2003

Statement of Particulars of Employees pursuant to the provisions of Section 217 (2A) of the Companies Act ,1956

Name of Employee : Age : Designation/Nature of duties : Remuneration received (Rs.): Qualification : Experience
(Years) : Date of Commencement of Employment: Last Employer: Last Designation

EMPLOYED THROUGHOUT THE YEAR : Anand Rajiv: 44: Manufacturing Director*: 5463532: Diploma Mech Engg.:
22: 01.01.1982:: Capellini Antonio M: 47: Chairman & Managing Director: 3239704: BBA:29: 01.01.2003: Goodyear
Brazil: Manager - OE MERCO SUL:: Krishnan Mahesh: 37: Sales Director *: 3040353: BSc., PGDM ( Mktg.) from IIM:
14: 06.06.2002: General Mills India Pvt. Ltd.: Director - Exports and B&FS:: Sharma Arunabh Das: 35: Marketing
Director*: 3263096: BA, MBA: 12: 24.01.2002: Intercept Technologies: President & CEO:: Walia PK: 41: Director - O.
E. Sales *: 3347314: AISSCE, Diploma in Mech. Engg.: 21: 01.08.1984:

EMPLOYED FOR PART OF THE YEAR : BabbarS C: 58: Sr. Officer Traffic: 464695: B. Com: 35:11.05.1974: Calico
Chemicals: Steno:: Jarreau C.D.: 55: Finance Director: 1858915: BBAAccts., BBS Psychology: 34: 01.06.2000:
Goodyear Sumatra: Finance Director:: Joseph Martin: 48: Business Manager - East and North: 2006085: MA, MBA:
21: 10.06.1996: MRF Ltd.: District Manager:: Kohli Kashmiroo: 58: Manager Industrial Engg.: 755028: Graduate - IE:
38: 03.05.1965:: Walia J. S.: 49: Business Manager - West and South: 2305894: B.Sc. (Mech. Engg.): 29:10.02.1981:
Kiran Tire Mfg. Co.: Design, Dev. & Serv. Engr.::

Notes:
1.   Remuneration as shown above includes salaries, bonus, Company's contribution to Provident Fund, Leave Travel,
     House Rent Allowance, Expenditure incurred on providing Housing, Medical and other facilities.
2.   Employees named above are/were whole time employees of the Company.
3.   Conditions of employment provide for termination of services by either party upon giving one month's notice.
4.   None of the employees name above is a relative of any Director.
5.   Employees on deputation are not included in respect of whom the reimbursement is being obtained.
*    Non-Board Member




                                                                                                  GOODYEAR INDIA LIMITED
                                                                                             Compiled by: Asian CERC Information Technology Ltd



                                                                                                    GOOD/YEAR

CORPORATE GOVERNANCE
1.      Company's Philosophy on Code of Governance:
Goodyear India Limited is a subsidiary'Company of The Goodyear Tire & Rubber Company, Akron, Ohio, USA. The Company's
corporate philosophy is enshrined in a manual titled 'Business Conduct Manual for Global Operations'. The core values
inter-alia include, conducting business in accordance with the highest applicable legal and ethical standards, the highest
product quality and services to the consumers with a view to create value that can be sustained continuously for the benefits
of its customers, shareholders and the associates.
The Report of the Company on Corporate Governance as per the applicable provisions of Clause 49 of the Listing Agreement
with the Stock Exchanges is as under:
2.      Board of Directors:
The composition of the Board of Directors of the Corrlpany is given below :

       Name                        Status i.e. Promoters,      No. of Board Meetings          Number of Membership in other    Whether
                                   Executive, non-executive,   of the Company                 Boards or other Committees as    Attended
                                   independent non-                                           a member or chairperson          the last
                                   executive, nominee of       Held During Attended                                            AGM
                                   financial institution       the year    During the year      Board          Committee

  Mr Antonio M Capellini (i)       Executive                         6              6                1               1         Yes

  Mr Charlie D Jarreau (ii)        Executive                         6            4(iii)             1               1         Yes

  Mr Alberto Aguirre Rivera (ii)   Executive                         6            1(iv)              1               1         Not
                                                                                                                               Applicable (v)
  Mr. Richard J Kramer (vi)        Non-Executive (vii)               6          Nil (viii)     None in India   None in India   No (viii)
  Mr Luis C Ceneviz (vi)           Non-Executive (ix)                6            1(x)         None in India   None in India   Not
                                                                                                                               Applicable (v)
  Mr R V Gupta                     Independent                       6              6              7 (xi)           8 (xi)  - Yes
                                   Non-Executive                                                               4 as Chairman
  Mr C Dasgupta                    Independent                       6              6             None             None        Yes
                                   Non-Executive

i)       Also the Vice-Chairman of Automotive Tyre Manufacturers' Association, New Delhi.
(ii)     Mr Charlie D Jarreau resigned as Director, effective October 1, 2003 and Mr Alberto Aguirre Rivera was appointed as
       a Director in the casual vacancy so caused, effective from the same date.
(iii)  Five Board Meetings were held during his tenure as a Board Member.
(iv)   Only One Board Meeting was held after his appointment.
(v)    Appointed as Director after the last Annual General Meeting.
(vi)   Mr Richard J Kramer resigned as Director effective June 30, 2003 and Mr Luis C Ceneviz was appointed as a'Director
       in the casual vacancy so caused, effective from the same date.
(vii) Employee of the parent Company and considered as independent by the Board.
(viii) Was not in India at the time of the Board Meetings and the last Annual general meeting. He was granted leave of
       absence for the Board Meetings.
(ix) Employee of the parent Company and appointed as Chief Executive by a partnership firm wherein a subsidiary of the
       parent company is a partner and considered as independent by the Board.
(x) Only Two Board Meetings were held after his appointment. He was granted leave of absence for the one Board Meeting.
(xi) Excluding interest in Societies/Trust and Private Companies.
The present Board consisting of Messrs Antonio M Capellini, Alberto Aguirre Rivera, R V Gupta, C Dasgupta and Luis C
Ceneviz, has an optimum combination of executive, non-executive and independent Directors per requirement of
Clause 49 I (A) of the Listing Agreement with the Stock Exchanges, as applicable.
During the year, there was no pecuniary relationship or business transaction by the Company with any non-executive Director
(other than the sitting fee for attending the Board/ Committee meetings).
During the year, six Board Meetings were held on March 13, 2003, April 25, 2003, June 30, 2003, July 28, 2003, September
26, 2003 & October 30, 2003.
3.        Audit Committee:
The role and terms of reference of the Audit Committee cover the matters specified under Clause 49 of the Listing Agreement
                                                                                  Compiled by: Asian CERC Information Technology Ltd


                                                                                          GOOD/YEAR


with the Stock Exchanges and Section 292A of the Companies Act, 1956, besides other terms as may be referred by the
Board of Directors. The present Audit Committee comprises of 3 non-executive Directors viz. Messers R V Gupta, C Dasgupfa
and Luis C Ceneviz. Mr R V Gupta, an independent non-executive Director, who has financial and accounting knowledge, is
the Chairman of the Committee. Effective June 30, 2003, Mr Luis C Ceneviz was appointed as the member of the Audit
Committee in place of Mr Richard J Kramer, who had resigned. The Company Secretary acts as the Secretary of the
Committee. During the year 2003, four Audit Committee meetings were held on March 13, 2003, April 25,2003, July 28,2003
and October 30, 2003. All the Audit Committee Meetings were attended by Messrs R V Gupta and C Dasgupta. Mr Richard
J Kramer, non-resident Director could not attend the Audit Committee Meetings held during his tenure. Mr Luis C Ceneviz,
non-resident Director attended one Audit Committee Meeting held on July 28, 2003 out of two Audit Committee Meetings
held after his appointment.
4.      Remuneration of Directors/ Remuneration Committee:
The Board of Directors of the Company constituted a Remuneration Committee to meet the requirements of Part II, Section
II of Schedule XIII to the Companies Act, 1956. The present Remuneration Committee comprises of three non-executive
Directors viz. Messrs C Dasgupta, R V Gupta, and Luis C Ceneviz. Mr C Dasgupta is the Chairman of the Committee.
Effective June 30, 2003, Mr Luis C Ceneviz was appointed as the member of the Remuneration Committee in place of Mr
Richard J Kramer who had resigned. During the year 2003, two meetings of the Remuneration Committee were held on
March 13, 2003 and September 26, 2003 which were attended by Messrs C Dasgupta and R V Gupta.
The Board of Directors in its meeting held on September 26,2003 appointed Mr Alberto Aguirre Rivera as wholetime Finance
Director, effective October 1, 2003 in place of Mr Charlie D Jarreau who had resigned. The Remuneration Committee in its
meeting held on September 26, 2003 considered the remuneration payable to Mr Alberto Aguirre Rivera and decided to pay
him the same remuneration as was applicable to his predecessor, Mr Charlie D Jarreau. The remuneration as approved by
the Remuneration Committee and the Board of Directors is within the limits specified in Part II, Section II of Schedule XIII of
the Companies Act, 1956. Approval of the Shareholders, through a special resolution, would be sought in the ensuing Annual
General Meeting of the Shareholders of the Company. Since Mr Alberto Aguirre Rivera, prior to his appointment in your
Company, was not resident in India for a period of twelve months, application for his appointment and payment of remuneration
has also been submitted with the Central Government for its approval.
The remuneration policy of the wholetime Directors / Managing Director is based on the broad principles of payment of
remuneration by the parent company to its executives, i.e. a portion of the remuneration is paid on fixed basis and the
remaining portion of the remuneration is based on the results of the Company. The remuneration payable to the wholetime
Directors/Managing Director is approved by the Board of Directors and the Shareholders of the Company and also by the
Remuneration Committee in terms of the requirement of Part-ll, Section-ll of Schedule XIII to the Companies Act, 1956. The
remuneration payable to the existing wholetime Directors/Managing Director has been approved by the Remuneration
Committee and the Board of Directors of the Company. The Shareholders of the Company have also approved the remuneration
payable to the existing Wholetime Directors/Managing Director excepting for Mr Alberto Aguirre Rivera for which Shareholders'
approval, as stated above, is being sought in the ensuing Annual General Meeting of the Shareholders of the Company.
No sitting fees is paid to the executive directors. The Directors' remuneration details are appearing in Note (e) of Schedule-
16 of the annual accounts of the Company for the year ended December 31, 2003. The details in the format are as under:
                                                                   Names of the wholetime Directors
     Details                  Antonio M Capellini            Alberto Aguirre Rivera              Charlie D Jarreau
                              Managing Director              Finance Director                    Finance Director

     Service Contract         December 31, 2005(1)           September 30, 2006 (1)              September 30, 2003 (2)
     Valid upto
     Salary                   Rs. 10,20,000/-                Rs. 2,25,0007-                       Rs. 6.75. OOO/-
1. Terminable by giving one month's notice from either side. No severance fee is payable.
2. Ceased as Director upon resignation.

Benefits :      The other benefits entitlement interalia, includes rent free accommodation, gas, electricity, water and furnishing,
                personal accident insurance, fees of clubs, medical expenses reimbursement (subject to a ceiling), Recreation/
                Holiday trip once in a year for self and family in accordance with the rules of the Company, children education
                allowance, return holiday passage once in a year by economy class, to the children, from the place of their
                study abroad to India and to the members of the family from the place of their stay abroad to India, if they are
                not residing in India. Return passage for home country once in a year for self and family in accordance with
                the rules of the Company and Company's car and telephone at residence etc.
                The above personnel are further entitled for actual expenses incurred on travel and on packing, forwarding,
                loading or unloading as well as freight, insurance, customs duty, clearing expenses, local transportation and

                                                                                                              GOODYEAR INDIA LIMITED
                                                                               Compiled by: Asian CERC Information Technology Ltd

                                                                                         OOOD/YEAR


                 installation expenses in connection with the moving of personal effects for self and family foe joining duty in
                 India in case these have not been claimed from the previous employer. Such expenses would also be allowed
                 on finally leaving the employment of the Company in case the concerned Director is not joining any other
                 branch of the Company or related Company.
                 Commission/Bonuses : No payment/provision made during the year 2003. Commission is linked with the
                                      performance.
                                                         Names of the Non-Wholetime Directors
                    Details                       R V Gupta                 C Dasgupta              Luis C Ceneviz
                                                    (Rs.)                      (Rs.)                       (Rs.)

                    Sitting fees for attending 70,0007-                       70,0007-                  10,0007-
                    Board /Committee Meetings
 There is no Stock Option Scheme of the Company for any Director (wholetime/non-wholetime).
 5.     Shareholders' /Investors' Grievance Committee:
  The existing Shareholders'/Investors' Grievance Committee consists of Mr C Dasgupta, a non-executive Director as Chairman
  and Mr R V Gupta & Mr Alberto Aguirre Rivera as Members to look into the matters concerning redressal of shareholders'/
• Investors' complaints like transfer of shares, non-receipt of balance sheet / declared dividend etc. Mr Alberto Aguirre Rivera
  was appointed as a Member of the Committee, effective October 1, 2003, in place of Mr Charlie D Jarreau, who had resigned.
  During the year two meetings were held on May 9, 2003 and October 30, 2003, which were attended by all the members.
  M/s Skyline Financial Services Pvt. Ltd. are our appointed Share Transfer Agents for handling both physical and Demat
  share registry work. The Company has delegated share transfer powers to the officers of the Company to ensure that the
  share transfer formalities are attended atleast once in a fortnight. Mr S K Bajpai, Manager- Secretarial & Legal oversees the
  share transfer job of the Company to provide quality services to the investors. Mr S K Jain, Company Secretary is the
  Compliance Officer of the Company.
  25 reminders/complaints received during the year 2003 have duly been replied. 24 shares pending for transfer as on December
  31, 2003 have also been subsequently transferred and despatched.
  6.      Directors
The Board of Directors appointed Mr Luis C Ceneviz, as a non-wholetime Director effective June 30, 2003, in the vacancy
caused by the resignation of Mr Richard J Kramer. The Board also appointed Mr Alberto Aguirre Rivera as a wholetime
Finance Director of the Company for a period of 3 years effective October 1, 2003 in the vacancy caused by the resignation
of Mr Charlie D Jarreau, wholetime Finance Director. Mr Alberto Aguirre Rivera, a Colombian national, aged 53 years, has
graduated in Accounts & Law from a University in Colombia and has 36 years of international experience, including 28 years
with Goodyear in Finance stream. Prior to his appointment as Finance Director in Goodyear India, Mr Alberto Aguirre Rivera
was holding the position of Finance Director in Goodyear De Colombia S.A. Mr. Alberto Aguirre Rivera is the member of the
Shareholders'/Investors' Grievance Committee of the Company. He is also a Director as well as a member of the Audit
Committee of Goodyear South Asia Tyres Private Limited.
Mr Luis C Ceneviz is retiring by rotation at the ensuing Annual General Meeting and a notice under Section 257 of the
Companies Act, 1956 has been received from a member signifying his intention to propose the appointment of Mr Luis C
Ceneviz as a Director. His brief resume is given below :
Mr Luis C Ceneviz, former Chairman & Managing Director of the Company, aged 47 years, is a Brazillian National. He is a
Production Engineer with MBA in Strategic Business as well as in International Business. Mr Ceneviz has over 27 years of
international experience. Mr Ceneviz is presently working in Australia as Chief Executive of South Pacific Tyres, a partnership
between Goodyear Tyres Pty. Ltd. (a subsidiary of The Goodyear Tire & Rubber Company, Akron, Ohio, USA) and Pacific
Dunlop Tyres Pty. Ltd. Mr. Ceneviz is also a member of the Audit Committee & the Remuneration Committee of the Company.
7.      General Body Meetings:
 Location and time where the last three Annual General Meetings were held are as under:-
                          Venue                                    Date                             Time
            Magpie Tourism Complex                          May 09, 2003                          3.30 P.M.
            Sector- 16A, Faridabad, Haryana
                          -do-                              May 02, 2002                          3.00 P.M.
                          -do-                              May 18, 2001                          3.00 P.M.

  In the Annual General Meeting held on May 9, 2003 special resolutions to accord the consent of the Company for
  appointment/re-appointment and payment of remuneration to Messrs Antonio M Capellini & Charlie D Jarreau were
  passed. These resolutions were not put through postal ballot.


                                                              10
                                                                                       Compiled by: Asian CERC Information Technology Ltd


                                                                                            GOOD/YEAi*


8.       Disclosures

•     Disclosures on materially significant related party transactions i.e. transactions of the Company of material
      nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have
      potential conflict with the interests of the Company at large:
      The Company in its normal course of business, has had sale/purchase transactions with the parent Company, The
      Goodyear Tire & Rubber Company, Akron, Ohio,USA and/or its subsidiaries abroad as well as with Goodyear South Asia
      Tyres Private Limited, Aurangabad, Maharashtra (India) on arms' length basis and the same are not considered to be in
      conflict with the interests of the Company. Messrs Antonio M Capellini and Alberto Aguirre Rivera, Directors of the
      Company are also directors on the Board of Goodyear South Asia Tyres Private Limited. Mr Charlie D Jarreau who has
      ceased to be the Director of the Company effective October 1, 2003 was also Director on the Board of Goodyear South
      Asia Tyres Private Limited. Normal payment of sitting fees for attending the Board Meetings and Committee Meetings as
      well as the travelling/conveyance expenses etc. incurred for attending the Company's business/meetings by the Directors
      (wholetime and non-wholetime) are also not considered to be of any significant nature. The remuneration details are in
      clause 4 above.
      The Company has not had any transaction of material nature with the Directors and/or their relatives during the year
      under review that may have conflict with the interest of the Company at large. The disclosure relating to transactions with
      the related parties per Accounting Standard 18, is appearing in Note (o) of Schedule -16 of the annual accounts of the
      Company for the year ended December 31, 2003.
•     Details of non-compliance, penalties, strictures by Stock Exchanges or SEBI or any statutory authority, on any
      matter related to the capital markets during last three years:-
   None.
9. Means of Communication:
      During the year, the quarterly/annual results of the Company were published in The Statesman (English) Delhi and The
      Veer Arjun (Hindi) Delhi Edition. Half yearly reports are not sent to the shareholders. The quarterly results and shareholding
      pattern are also now being displayed at the Company's website www.goodyear.co.in under the head 'Investor Information'.
      In terms of Clause 51 of the Listing Agreement with the Stock Exchanges, certain documents/information relating to the
      Company are also accessible on the website www.sebiedifar.nic.in. The website is also accessible through hyperlink
      'EDIFAR' from the SEBI's official website http://www.sebi.gov.in .
      No presentations were made by the Company to the Analysts. A Management Discussion and Analysis Report which
      forms part of the Annual report is given by means of a separate annexure and is attached to the Directors' Report.
10.     General Shareholders Information
        Date, time and Venue of the Annual         :       May 14, 2004 at 3.30 P.M.
        General meeting                                    Magpie Tourism Complex,
                                                           Sector 16A, Faridabad, Haryana.
        Financial Calendar                         :       January 01 to December 31
        Book Closure                               :       May 6 - May 14, 2004 (both days inclusive)
        Dividend payment date                      :       Not applicable as no dividend is declared
        Listing on Stock Exchanges                 :   a) The Delhi Stock Exchange Assn. Ltd. (DSE)
                                                          3 /1 Asaf All Road,
                                                          New Delhi-110 002.
                                                       b) The Stock Exchange Mumbai (BSE)
                                                          Phiroze Jeejeebhoy Towers
                                                          Dala! Street, Mumbai-400 001.
                                                       c) The Calcutta Stock Exchange Association Ltd., (CSE)
                                                          7 Lyons Range, Kolkata - 700 001.
                                                           Note: Listing Fees paid to all the above Stock Exchanges for the year
                                                                 2003-2004
        Stock Code                                         DSE:        107014
                                                           BSE:        500168
                                                           CSE:        17159
        Share Transfer Agents                      :       Skyline Financial Services Pvt. Ltd
        & Demat Registrar                                  123, Vinoba Puri, Lajpat Nagar-ll,
                                                           New Delhi-110 024

                                                                                                              GOODYEAR INDIA LIMITED
                                                                  11
                                                                                                                 Compiled by: Asian CERC Information Technology Ltd

                                                                                                                                 GOOD/YEAtt

Market Price Data : High, Low on Mumbai Stock Exchange during each month in the last Financial
Year-2003
                                        Price per equity share                                                                           Price per equity share
                                           of the face value                                                                                of the face value
                                            of Rs.10/- each                                                                                  of Rs.10/- each
   MONTH                              HIGH               LOW                                   MONTH                                     HIGH            LOW

   JANUARY                            33.50                       2700                        JULY                                       46.50                      36.60
   FEBRUARY                           28.90                       24.00                       AUGUST                                     40.00                      33.05
   MARCH                              25.95                       21.10                        SEPTEMBER                                 41.30                      30.05
   APRIL                              29.90                       23.10                        OCTOBER                                   56.80                      38.65
   MAY                                37.90                       28.00                        NOVEMBER                                  50.95                      39.55
   JUNE                               45.45                       34.00                        DECEMBER                                  62.00                      44.00
   Source: www.bseindia.com


                                                                     Share Price/BSE (Sensex)
                                                                         Monthly Closing

             80   o       i                         -                                                        .   .    .     .       .    .                           8000

             75.0                                                                                                                                                    7500

             70 0                                                                                                                                                    7000

             65                                                                                                                                                      6500
                  °                                                               "   GOODYEAR j
       "3T   60.0                                                               riHr^L                   J                                          5839            , 6000

       7T    55 0                                                                                                                             /                      5500
       0                                                                                                                        At-m-r
                                                                                                                                         5045/
                                                                                                                                            /
                                                                                                                                w
       £     500                                                                                                                  ^.—-*                              5000
                                                                                                                                /                    52.5
       0)
       ™     450                                                                                          .„,,_ 't^;?'"                       m                      4500
       03                                                                                                4245 ^^-*J:
                                                                                                                                             44 2
                                                                                                                                               '                     4000    $
        i-            i                                                   36 9
                                                                            B
                                                                                  * ^^                                *         42.0                                         c
        8    350                                                                   -^3793                            39.0                                            3500    8|
        >,            i 3250               3284 3049                           ./3607        •
       •O                                   ='!-—- -      OM V               .^           34.1                                                                               LU
        O    30 0     i           '                  "*~^   ». .^--'                                                                                                 3000    (/)
        O                                                 "^ .^'^ 3181                                                                                                       m
                                                        40
       0     25 0              ,>7"6        m       *          2960                                                                                                  2500
                                           24 7
             20 0     i                                                                                                                                     !        2000

             15.0                                                                                                                                               ,    1 500

             10.0                                                                                                                                                    1000

              50                                                                                                                                                     500

              0.0                                                                                                                                               -    0.0
                              Jan. '03 ' Feb. '03 ' Mar.'OS . Apr. '03 : May '03 i Jun. '03 ' Jul. '03 I Aug. '03 i Sep. '03 1 Oct. '03 i Nov. '03 i Dec. '03
                                                                                      Months

Share Transfer System
M/s Skyline Financial Services Pvt. Ltd. are the Share Transfer Agents for handling both physical share registry work
and Demat share registry work. The shares received for transfers in physical form are first registered normally within
three weeks (if in order and complete in all respects) and a demat option form is sent to the shareholders for exercising
the option to receive the shares in demat form within 30 days of receipt. Thereafter, shares are confirmed to the
respective accounts. Demat confirmations are normally sent within 2 weeks and 30 days in the case of bulk request
from Institutional Investors.

                                                                                        12
                                                                            Compiled by: Asian CERC Information Technology Ltd

                                                                                    GOOD/YEAR


Distribution of Shareholding as on December 31, 2003:

      No. of shares held                            Folios                                 Shares held
                                       Numbers               Pprcentage            Numbers           Percentage
      Upto 500                             24161                94.41             2291506                   9.93
      501 - 1000                            931                  3.64              697016                   3.02
      1001 - 5000                           443                  1.73              897285                   3.89
      5001 - 10000                          32                   0.13              221594                   0.96
      10001 and above                       23                   0.09             18959106                 82.20
      Total                                25590               100.00            230,66,507                100.00

Shareholding Pattern as on December 31, 2003 :

 Description of Investors                              No. of shares held                % of shareholding
 1.      Promoters                                           17069215                              74.00
 2.      Financial Institutions,
         Banks and Mutual Funds etc.                          1564451                              06.78
 3.      Foreign Institutional Investors                       150200                              00.65
 4.      Private Corporate Bodies                              318236                              01.38
 5.      NRIs/OCBs                                              59697                              00.26
 6.      Indian Public                                        3904708                              16.93
 Total                                                       23066507                             100.00

Dematerilisation of shares and liquidity:
17.82 % of the Share Capital is held in dematerilised form with National Securities Depository Limited (NSDL) and
Central Depository Services (India) Ltd. (CDSL) as on December 31, 2003.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact
on equity.
The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments.

Plant locations                                    Mathura Road, Ballabgarh,
                                                   Dist. Faridabad - 121 004, Haryana.
Investors' correspondence                          Mr S K Bajpai,
may be addressed to                                Manager- Secretarial & Legal,
                                                   Goodyear India Limited,
                                                   Mathura Road, Ballabgarh, Dist. Faridabad - 121 004, Haryana
                                                                    OR
                                                   Skyline Financial Services Pvt. Ltd
                                                   123, Vinoba Puri, Lajpat Nagar-ll,
                                                   New Delhi-110 024

Non Mandatory Requirements
The Company has not adopted the non mandatory requirements as mentioned in Annexure-3 of Clause 49 of the
Listing Agreement.



                                                                          On behalf of the Board of Directors



New Delhi                                                                       Antonio M Capellini
March 10, 2004                                                              Chairman & Managing Director

                                                                                                    GOODYEAR INDIA LIMITED
                                                               13
                                                                              Compiled by: Asian CERC Information Technology Ltd

                                                                                      GQOD/YEAR

MANAGEMENT DISCUSSION & ANALYSIS
1.   Industry Structure & Developments
     The growth of tyre industry is linked to that of the automobile sector in general and the transport sector in particular,
     which in turn are dependent on the performance of the economy. This year, the economic scenario improved and the
     economic growth for the year 2003-4 is estimated at 8%. The automobile sector too witnessed growth. The Government
     has been taking several measures to continuously enhance the growth momentum. The development of infrastructure
     and agriculture sector would lead to growth in commercial tyres, utility vehicle & car tyres and farm tyres segments.
     However, due availability of products in excess of demand in the Indian Market, stiff competition in the market place
     would continue to be a challenging task for tyre companies.
2.   Opportunities & Threats
     The Company having a long standing in the market, enjoys the reputation for providing the world class products to its
     valued customers. Being a subsidiary company of The Goodyear Tire & Rubber Company, Akron, Ohio, USA, it has
     the unstinted support from the parent company in different areas of management. A remittance of US$ 21 Million in
     September 2003 by way of External Commercial Borrowings would contribute in substantially reducing the interest
     cost. Your Company has the committed team of associates at all levels, ready to face the challenges and a well
     established dealers' network.
     The raw material prices, especially that of the natural rubber, have been showing upward trends. Increased exports
     and higher consumption have impacted the local availability of natural rubber. The availability of natural rubber in the
     international market has also been under pressure, due increased consumption by China, putting pressure on natural
     rubber prices. Severe competition in the market place is restraining the Company to pass on the cost increases. The
     Company has been deferring its plan to incur capital expenditure required for upgradation of certain equipments at the
     Company's plant at Ballabgarh.
3.   Segment-wise/ Product-wise performance
     The Company's business segment is primarily Automotive Tyres/Tubes/Flaps and also certain related rubber products,
     both manufactured and outsourced. The sales performance during the year is as under:
                                                                                         (Rs. In lacs)
     Tyres/Tubes/Flaps                                                                         63210
     Other Rubber Products                                                                       1005
4.   Outlook
     To meet the market challenges, your Company would continue to follow the philosophy of providing the highest quality
     of products to its customers, endeavor to achieve possible cost savings in all areas of operations and give more
     emphasis on exports. The growth projected in automobile, transport and infrastructure sectors and general health of
     the economy provide a sign of relief. However, stiff competition in the market place and the rise in the raw material
     prices, particularly that of the natural rubber are the areas of concern. The Company has been putting more emphasis
     on exports to meet the challenges arising out of domestic competition. The Company is also planning to enter 2/3-
     wheeler tyres market, on outsourcing basis.
     The Six Sigma concept, introduced during the year, which is an internationally proven system for achieving and
     sustaining business success, based on customer focus, process understanding and the wise use of facts and data,
     would be an integral part of the Company's strategy to achieve continuous improvement in productivity, cost and
     customer satisfaction, to meet the market realities.
5.   Risks and concerns
     The Indian economic conditions have a direct impact on the Company's operations as its products are largely intended
     for sale in the domestic market. Among our concerns are the levy of Haryana Local Area Development Tax ("HLADT")
     on inter-state purchases of all materials which are consumed/used for stock transfer outside the State of Haryana, of
     finished products manufactured at the Company's plant at Ballabgarh in Haryana, certain disputes with the excise
     authorities and a demand from the Haryana Urban Development Authority towards external development charges,
     which are being contested on tenable legal grounds.
     Apart from normal risks as are applicable to an Industrial Undertaking, the Company does not foresee any serious
     area of concern. The Company has been obtaining normal insurance coverage for its assets. No foreign exchange
     risk cover has been taken for the External Commercial Borrowings (ECB) of US $ 21 Million obtained during the year
     from the parent company and for other receivables/ payables. Compliance of safety requirements and norms placed
     by different Government agencies is a top priority of your Management.


                                                           14
                                                                              Compiled by: Asian CERC Information Technology Ltd

                                                                                        GOOD/YEAR


6.     Internal control systems and their adequacy
      The Company has proper and adequate systems of internal controls in order to ensure that all assets are safeguarded
      against loss from unauthorised use or disposition and that all transactions are authorised, recorded and reported
      correctly. Regular internal audits and checks are carried out to ensure that the responsibilities are executed effectively
      and that adequate systems are in place to maintain accountability of assets and authenticity and correctness of the
      recorded transactions etc.
      The effectiveness and efficiency of the internal control systems have improved with the implementation of SAP R3
      (Enterprise Resource Planning software) which provide a high level of system-based checks and controls. The Company
      has an Audit Committee headed by a non-executive independent Director to review various areas of the control systems.
7.     Discussion on financial performance with respect to operational performance
      The details of the financial performance of the Company are appearing in the Balance Sheet, Profit & Loss Account
      and other financial statements etc appearing separately. Highlights for the year 2003 are as under:
                                                                                        (Rs. in lacs)
      Sales & Other income                                                                       65833
      Profit Before Interest, Depreciation,
      Voluntary Retirement Absorption & Tax                                                        2899
      The financial performance of the Company has been explained in the Directors' Report of the Company for the year
      2003, appearing separately.
8.    Human Resources
      The employee/employer relations were cordial throughout the year. Measures for safety of the employees, training
      and development continued to receive top priorities. As at December 31, 2003, the total number of salaried and
      hourly paid associates stood at 947.
      Cautionary Statement
      Certain statements in the Management Discussion and Analysis describing the Company's views about the Industry,
      expectations/predictions, objectives etc may be forward looking within the meaning of applicable laws and regulations.
      Actual results may differ from those expressed in the statement. Company's operations may, inter-alia, affect with the
      supply and demand situations, input prices and their availability, changes in Government regulations, tax laws and
      other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.


                                                      CERTIFICATE


To the Members of Goodyear India Limited
We have examined the compliance of conditions of Corporate Governance by Goodyear India Limited for the year ended
December 31, 2003, as stipulated in clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance oHhe conditions of
the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).
We state that in respect of investor grievances received during the year ended December 31, 2003, no investor grievance is
pending for a period exceeding one month against the Company as per the records maintained by the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the effectiveness
with which the management has conducted the affairs of the Company.



                                                                                                    For A. F. Ferguson & Co.
                                                                                                       Chartered Accountants


New Delhi                                                                                                          (j. M. Seth)
March 10, 2004                                                                                                          Partner

                                                                                                          GOODYEAR INDIA LIMITED
                                                              15
                                                                       Compiled by: Asian CERC Information Technology Ltd

                                                                             dOOD/YEAR

BALANCE SHEET AS AT DECEMBER 31, 2003
                                                          Schedule                  2003                   2002
                                                            No.                  Rs. '000               Rs. '000
I.    SOURCES OF FUNDS
      Shareholders' funds
      Capital                                               (1)                  230,665                230,665
      Reserves and surplus                                  (2)                  677,041                679,233
      Loan funds                                            (3)
      Secured                                                                           -               507,604
      Unsecured                                                                  958,506                 24,865
      Finance lease liabilities                                                    3,142                  2,768
                                                                               1 ,869,354             1,445,135
II.   APPLICATION OF FUNDS
      Fixed assets                                          (4)
      Gross block                                                              2,288,374              2,330,803
      Less : Depreciation                                                      1,180,579              1,140,744
      Net block                                                                1,107,795              1,190,059
      Capital work in progress                                                    48,260                 40,853
                                                                               1,156,055              1,230,912
      Investments                                           (5)                  113,400                113,400
      Current assets, loans and advances
      Inventories                                           (6)                  643,644                737,298
      Sundry debtors                                        (7)                  698,644                796,954
      Cash and bank balances                                (8)                  448,458                142,737
      Loans and advances                                    0)                   171,021                167,923
                                                                               1,961,767              1,844,912
      Less: Current liabilities and provisions              (10)
      Liabilities                                                              1 ,476,262             1,898,330
      Provisions                                                                  100,224                90,394
      Net current assets / (liabilities)                                         385,281              (143,812)
      Miscellaneous expenditure                                                    69,264                98,779
      (to the extent not written off)
      Profit and loss account                                                    145,354                145,856
                                                                               1,869,354              1,445,135
      Notes to the accounts                                (16)
Per our report attached

For A. F. Ferguson & Co.                         Antonio M Capellini                    R V Gupta
Chartered Accountants                            Chairman &                             Director
                                                 Managing Director

J M Seth                                         Alberto Aguirre Rivera                 C Dasgupta
Partner                                          Finance Director                       Director
Membership No. 17055

                                                 S K Jain
                                                 Company Secretary

New Delhi
March 10, 2004
                                                     16
                                                                 Compiled by: Asian CERC Information Technology Ltd

                                                                           GOOD/YEAR

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2003
                                                       Schedule                    2003                    2002
                                                         No.                    Rs. '000                Rs. '000


       SALES AND OTHER INCOME                             (11)                6,583,288              6,526,968


       EXPENDITURE

       Raw materials consumed                             (12)                2,798,492              2,585,586
       Work in process and finished goods                 (13)                1,542,629              1,532,843
       Excise duty                                                              818,979                982,432
       Manufacturing, selling and
       administrative expenses                           (14)                 1,133,306              1,240,126
                                                                              6,293,406              6,340,987

       PROFIT/ (LOSS) BEFORE INTEREST,
       DEPRECIATION AND MISCELLANEOUS EXPENDITURE                                8,8
                                                                                2982                   185,981
       Interest and financing charges                    (15)                   132,656                153,500
       Depreciation-net
       (Refer note 'p')                                  (16)                   127,209                129,842
       Miscellaneous expenditure (VRS)
       (Refer note 't')                                  (16)                    29,515                  29,516

IV.    PROFIT/ (LOSS) BEFORE TAX                                                    502              (126,877)
       Provision for taxation

V.     PROFIT/ (LOSS) AFTER TAX                                                     502              (126,877)
       Balance brought forward                                                (145,856)                (18,979)

VI.    BALANCE CARRIED TO BALANCE SHEET                                       (145,354)              (145,856)

VII.   BASIC AND DILUTED EARNINGS PER SHARE (Rs.)                                  0.02                   (5.50)

       Notes to the accounts                             (16)




Per our report attached
to the balance sheet

For A. F. Ferguson & Co.                    Antonio M Capellini                      R V Gupta
Chartered Accountants                       Chairman &                               Director
                                            Managing Director


J M Seth                                    Alberto Aguirre Rivera                   C Dasgupta
Partner                                     Finance Director                         Director
Membership No. 17055

                                            S K Jain
                                            Company Secretary

New Delhi
March 10, 2004

                                                                                           GOODYEAR INDIA LIMITED
                                                  17
                                                                        Compiled by: Asian CERC Information Technology Ltd

                                                                             GOODYEAR

SCHEDULES TO THE ACCOUNTS

                                                                                  2003                    2002
                                                                                Rs.'OOO                 Rs.'OOO
(1)   CAPITAL

      Authorised
      30,000,000 (30,000,000) equity shares                                    300,000                 300,000
      of Rs. 10 each

      Issued and subscribed
      23,066,507 (23,066,507) equity shares
      of Rs.10 each                                                            230,665                 230,665

Notes:
1.    17,069,215 (17,069,215) shares are held by The Goodyear Tire & Rubber Company, Akron, Ohio, USA of
      which 1,203,926 shares are allotted as fully paid up pursuant to a contract without payment being received
      in cash.

2.    12,159,379 (12,159,379) shares are allotted as fully paid up by way of bonus shares by capitalisation
      of general reserve Rs. 114,188 and share premium account Rs.7,406.



(2)   RESERVES AND SURPLUS

      Share premium                                                             631,378               631,378
      Revaluation reserve
      Opening balance                                                            47,337                50,002
      Adjustment on removal of fixed assets                                                              (527)
      Transferred to profit and loss account                                     (2,062)               (2,138)
                                                                                 45,275                47,337

      Reserve for bad and doubtful debts
      Opening balance                                                                518                   928
      Transferred to sundry debtors / loans and advances                           (130)                 (410)
                                                                                    388                    518

      Total                                                                     677,041               679,233




                                                     18
                                                                                                 Compiled by: Asian CERC Information Technology Ltd


                                                                                                             GOOD/YCAIi


 SCHEDULES TO THE ACCOUNTS

                                                                                                                   2003                               2002
                                                                                                                 Rs.'OOO                           Rs.'OOO
(3)      LOAN FUNDS
         Secured loans from banks                                                                                                                 507,604
         Unsecured loans
               Public deposits                                                                                     1,960                           24,865
               Term loan                                                                                        956,546
                                                                                                                958,506                            24,865
                                                                                                                958,506                           532,469
Notes:
1.     Secured loans
            i) Stocks and book debts are subject to a maximum charge of Rs. Nil (Rs. 1,535,000) for all credit facilities/
                guarantees sanctioned by banks,
            ii) Term loan of Rs.Nil (Rs. 38,462) from a bank is secured by way of hypothecation of all plant and machinery,
                installed or not, present and future, at Ballabgarh Plant. Due within one year Rs. Nil (Rs. 38,462).
2.       Unsecured loans
            i) Public deposits - due within one year Rs. 1,960 ( Rs.22,905)
            ii) Term loan represents External Commercial Borrowing from holding company.



(4)     FIXED ASSETS                                                                                                                               Rs.'OOO
                                           Gross book value                                     Depreciation                              Net book value
                              As at         Addi-      Deduc-     As at            As at   Charged Deductions/   As at                  As at       As at
                           31.12.2002       tions/      tions/ 31.12.2003       31.12.2002 during Adjustments 31.12.2003             31.12.2003 31.12.2002
                                           Adjust-     Adjust-                             the year     during
                                           ments       ments                                           the year
                                           during      during
                                          the year    the year
Freehold land                 17,309            -          -        17,309                                       -                       17,309     17,309
Buildings                    225,682        1,516           -      227,198         79,001       6,716                    85,717         141,481    146,681
Plant and machinery        2,047,748      48,123      95,067     2,000,804      1,046,108     119,486      89,305     1,076,289         924,515 '1,001,640
Furniture and fittings        26,109        1,708        165        27,652          9,360       1,593         126        10,827          16,825     16,749
Vehicles                       10,650         173          6        10,817          6,018         974           5         6,987         . 3,830      4,632
Assets on lease:
Plant and machinery            1,532         527            ,       2,059            145         291             .      436              1,623        1,387
Vehicles                       1,773         762            -       2,535            112         211             -      323              2,212        1 ,661
TOTAL                     2,330,803       52,809      95,238    2,288,374      1,140,744     129,271 *     89,436 1,180,579          1,107,795
Previous year             2,325,711       66,019      60,927 2,330,803         1,063,011     131,980      54,247     1,140,744                    1,190,059
Capital work in
progress including
advances                                                                                                                                48,260    40,853
                                                                                                                                     1,156,055 1,230,912
                                      * (Refer note 'p' of schedule 16)
Notes:
1. Gross book value includes Rs. 193,902 (Rs. 198,357) on account of revaluation of certain fixed assets in 1984. Amount added to fixed assets on revaluation
    was credited to revaluation reserve.
2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 23,888 (Rs. 12,587).
3. Fixed assets have decreased by Rs.106 (increased by Rs. 4) on account of foreign exchange fluctuation.

                                                                                                                                    GOODYEAR INDIA LIMITED
                                                                              19
                                                         Compiled by: Asian CERC Information Technology Ltd


                                                              GOODpYEAR


                                                                    2003              '       2002
                                                                 Rs.'OOO                   Rs.'OOO

(5) INVESTMENTS - LONG TERM

   Trade Investments, Unquoted (at cost)
   11,340,000 Equity shares of Rs. 10 each
   fully paid up of Goodyear South Asia Tyres
   Private Limited ( a fellow subsidiary company)               113,400                   113,400




(6) INVENTORIES
   At lower of cost or net realisable value
        Raw materials                                           132,446                   187,760
        Work in process                                          16,113                    17,637
        Finished goods                                          280,882                   315,477
   Stores and spare parts, at cost or under                     214,203                   216,424

                                                                643,644                   737,298




(7) SUNDRY DEBTORS
   Debts over six months
   Unsecured - good                                              24,557                   189,605
   [Considered doubtful Rs. 51,692
   (Rs. 77,176) and fully provided for]
   Other debts, considered good
   Secured                                                      124,530                   135,771
   Unsecured                                                    549,557                   471,578
                                                                698,644                   796,954




                                                    20
                                                                            Compiled by: Asian CERC Information Technology Ltd


                                                                                   GOOD/YEAR


SCHEDULES TO THE ACCOUNTS

                                                                                        2003                      2002
                                                                                      Rs.'QOO                   Rs.'OOO
(8)      CASH AND BANK BALANCES
         Cash on hand                                                                     199                        199
         With scheduled banks on
         Current accounts                                                            381,600                    141,632
         Deposit accounts *                                                           66,659                        906

                                                                                     448,458                    142,737

           * Includes Rs.64,524 (Rs. Nil) against bank guarantees.

(9)      LOANS AND ADVANCES
         Unsecured -Considered good
         unless otherwise stated

        Advances recoverable in cash or in
        kind or for value to be received                                             107,452                    124,515
        [Considered doubtful Rs. 5,320
        (Rs.506) and fully provided for]

         Income-tax refundable                                                        24,822                     24,059
         Balance with customs and excise                                              38,747                     19,349,
                                                                                     171,021                    167;923

(10)    CURRENT LIABILITIES AND PROVISIONS
        Current Liabilities:
        Acceptances                                                                    6,675                   420,996
       * Sundry creditors (other than small scale industrial undertaking)          1,239,748                 1,229,246
        Security deposits                                                            214,910                   239,456
      ** Investor Education and Protection Fund shall be
         credited by the following amount riameiy :••
            - Unpaid dividends                                                         4,116                      4,774
            - Unpaid matured deposits                                                    608                      1,029
         Interest accrued but not due on loans                                        10,205                      2,829
                                                                                   1,476,262                 1,898,330
        Provisions:
        Gratuity                                                                      77,309                     69,897
        Leave encashment                                                              22,915                     20,497
                                                                                     100,224                     90,394

                                                                                   1,576,486                 1,988,724


        Refer note 's' of schedule 16.
        No amount is due as on December 31, 2003 for credit to Investor Education and Protection Fund (Fund).
        Amount remaining due after adjustment of amounts to be claimed from the Company will be transferred
        on the respective due dates to the Fund.

                                                                                                    GOODYEAR INDIA LIMITED
                                                           21
                                                                              Compiled by: Asian CERC Information Technology Ltd

                                                                                     GOOD/YEAR


SCHEDULES TO THE ACCOUNTS

(11) SALES AND OTHER INCOME

                                                             2003                                       2002
                                            Quantity                  Value                 Quantity               Value
                                              (000)                 Rs.'OOO                   (000)              Rs.'OOO
   SALES
   Class of goods sold           Unit
   Automotive tyres             (Nos)          1,712 1                                         1,693
   Flaps                        (Nos)            570 J         6,000,465                         552           6,051,583
   Automotive tubes             (Nos)          1,334             460,833                       1,375             469,587
   Transmission belting        (Metres)          703              70,980                         740              76,435
   Industrial V belts           (Nos)            265              31,720                         190              21,611
   Other rubber products                                           1,605                                           2,203
                                                               6,565,603                                       6,621,419
   Cash discounts                                                144,100                                         135,944

                                                               6,421,503                                       6,485,475

   OTHER INCOME
   Profit on sale of fixed assets                                     5,275                                       19,979
   CENVAT credit of Additional Duty of Excise *                     132,529
   Interest on:
     - income-tax refund                                                  9                                       11,122
     - deposits etc.                                                  3,247                                          774
   Commission received                                                7,316                                        3,912
   Miscellaneous income                                              13,409                                        5,706
                                                               6,583,288                                       6,526,968

                     * Refer note 'k' of schedule 16
   Notes:
   1. Unit sales include inventory adjustments and debits raised for Company's own use.
   2. Income-tax deducted at source during the year on interest income Rs. 580 (Rs. 50)


(12) RAW MATERIALS CONSUMED

                                                             2003                                       2002
                                             Quantity                 Value                  Quantity              Value
                                          ('000 Kgs)                Rs.'OOO               ('000 Kgs)             Rs.'OOO

   Rubber                                    23,395            1,402,077                     23,023            1,081,039
   Fabrics                                    3,816              605,363                      3,822              727,655
   Carbon black                              10,412              336,996                     10,249              318,216
   Pigments and chemicals                     6,396              354,723                      6,307              363,146
   Beadwire                                   1,486               49,881                      1,478               47,377
   Others (less scrap sales)                                      49,452                                          48,153
                                                               2,798,492                                       2,585,586


                                                        22
                                                                          Compiled by: Asian CERC Information Technology Ltd


                                                                                  GOOD/YEAR


SCHEDULES TO THE ACCOUNTS

(13) WORK IN PROCESS AND FINISHED GOODS .

                                                            2003                                   2002
                                                           Rs.'OOO                                Rs.'OOO
        Opening stock
         - Work in process                        17,637                                      12,333
         - Finished goods                        315,477                                     317,547
                                                                   333,114                                         329,880
        Add:
        Purchases of finished goods                             1,506,510                                       1,536,077
                                                                1,839,624                                       1,865,957

        Less:
        Closing stock
         - Work in process                        16,113                                      17,637
         - Finished goods                        280,882                                     315,477

                                                                 296,995                                           333,114
                                                                                                                1,532,843




VALUE AND QUANTITATIVE BREAK-UP OF FINISHED GOODS


                                         Opening Stock                  Purchases                      Closing Stock
                                      Quantity         Value       Quantity        Value         Quantity           Value
                                        (000)        Rs.'OOO         (000)       Rs.'OOO           (000)          Rs.'OOO

Automotive tyres             (Nos)         92        251,432           518     1,315,319                 80      232,719
                                          (91)      (257,074)         (479)   (1 ,340,587)              (92)    (251,432)

Flaps                        (Nos)         43          4,480           163        21,358                 37         4,051
                                          (41)        (4,537)         (195)      (24,866)               (43)       (4,480)

Automotive tubes             (Nos)        119         38,967           397        98,388                 90        26,688
                                         (122)       (40,186)         (357)      (95,383)              (119)      (38,967)

Transmission belting     (Metres)         115          8,735           668        51,888                 80         6,220
                                          (93)        (7,704)         (762)      (57,108)              (115)       (8,735)

Industrial V belts           (Nos)        135         11,532           247        18,343                117        10,958
                                          (82)        (7,842)         (243)      (16,352)              (135)      (11,532)

Other rubber products                                    331                       1,214                               246
                                                        (204)                     (1,781)                             (331)

                                                     315,477                   1,506,510                         280,882
                                                    (317,547)                 (1,536,077)                       (315,477)


                                                                                                       GOODYEAR INDIA LIMITED
                                                           23
                                                                    Compiled by: Asian CERC Information Technology Ltd


                                                                          GOOD/YEAR

SCHEDULES TO THE ACCOUNTS

                                                                                  2003                 2002
                                                                                Rs.'QOO              Rs.'OOO
(14) MANUFACTURING, SELLING AND ADMINISTRATIVE EXPENSES*
    Salaries, wages and bonus                                                  267,691              253,551
    Contribution to provident and pension fund                                  20,413               20,235
    Workmen and staff welfare expenses                                          32,354               29,707
    Retirement gratuities                                                       14,175               23,951
    Consumption of stores and spare parts                                       12,848               13,967
    Power and fuel                                                             216,414              230,804
    Repairs to buildings                                                         3,135                2,132
    Repairs to machinery                                                        59,501               82,432
    Rent                                                                        24,875               31,535
    Insurance                                                                    6,343                7,959
    Rates and taxes                                                             17,790               31,505
    Freight, transport and delivery                                            168,546              159,732
    Advertising                                                                 39,791               35,672
    Commission                                                                   9,831                7,735
    Conversion charges                                                          57,207               58,742
    Loss on sale of fixed assets                   '                             5,648                2,970
    Exchange loss                                                                2,905                3,070
    Bad debts written off                                  27,525
    Less: Provision held for doubtful debts                27,525         '           -                     -
    Miscellaneous**                                                            173,839              244,427
                                                                              1,133,306           1,240,126


    Includes expenditure on research and
    development Rs. 1,632 (Rs. 931)
    Includes provision for doubtful debts Rs. 6,725 (Rs. 29,000)




(15) INTEREST AND FINANCING CHARGES

    Fixed loans                                                                 67,415               17,605
    Others                                                                      65,241              135,895

                                                                               132,656              153,500




                                                   24
                                                                                   Compiled by: Asian CERC Information Technology Ltd

                                                                                             GOOD/YCAR


SCHEDULES TO THE ACCOUNTS
(16)      NOTES TO THE ACCOUNTS
(a)        SIGNIFICANT ACCOUNTING POLICIES
           i)  The financial statements have been prepared in accordance with applicable Accounting Standards and
                relevant presentational requirements of the Companies Act, 1956 and are based on the historical cost convention
               as modified to include the revaluation of certain fixed assets.
          ii)  Gross fixed assets are stated at cost of acquisition/construction and assets taken on finance lease on or after
               January 1, 2002 are stated at lower of the fair value / present value of the minimum lease payments at the
               inception of the lease. The figures of land, buildings and factory plant and machinery, which have been revalued
               during the year 1984, are on the basis of valuation report of an approved valuer.
         iii)  The Company follows straight line method of depreciation in respect of all its fixed assets including assets taken
               on finance lease, except those revalued, as per Schedule XIV to the Companies Act, 1956.
               The depreciation on assets revalued as at December 31,1984, is provided on the basis of the residual technical
               lives as estimated by the valuer.
        iv)    Stores and spare parts are valued at cost or under. Raw materials, work in process and finished goods are
               valued at lower of cost or net realisable value. Cost of raw materials is ascertained on the weighted average
               basis. Raw materials and purchased finished goods, in transit are carried at cost. Further, cost of manufactured
               inventories (i.e. finished goods and work-in-process) is ascertained on the absorption costing basis and finished
               goods are inclusive of excise duty.
         v)    The revenue expenditure on research and development is expensed out under the respective heads in the year
               in which it is incurred.
               Sale of goods is recognised at the point of despatch of finished goods to customers.
                Provident and other funds are administered by trusts recognised by income tax authorities and contributions to
               these funds are charged to revenue. Gratuity liability has been provided on the basis of actuarial valuation done
               at the year end and liability for leave encashment benefits has been provided on an arithmetical basis,
       viii)   Provision for income-tax is based on the assessable profits computed in accordance with the provisions of the
               Income-tax Act, 1961. Deferred tax is recognised, subject to the consideration of prudence, on timing differences,
               being the difference between taxable income and accounting income that originate in one period and are capable
               of reversal in one or more subsequent periods. Deferred tax assets are recognised on unabsorbed depreciation
               and carry forward of losses based on virtual certainty that sufficient future taxable income will be available against
               which such deferred tax assets can be realised.
        ix)    Transactions in foreign currency are recorded at the exchange rates prevailing at the time of the transactions.
               Differences on translation of assets and liabilities (other than fixed assets) remaining unsettled at the year end
               are recognised in the profit and loss account.
        x)     Investments are valued at cost.
        xi)    In respect of equipments which have been taken on lease upto December 31, 2001 by the Company, lease
               rentals payable have been segregated into cost of asset and interest component by applying an implicit Internal
               Rate of Return. The cost component is amortised over the remaining useful life of the asset and the interest
               component is charged as period cost. Lease payment in excess of or less than the total cost for the period are
               carried as prepaid sums or liabilities respectively.
       xii)    The amount paid to the employees under Voluntary Retirement Scheme included under miscellaneous expenditure
               in the balance sheet is amortised over a period of five years.



                                                                                                  2003                        2002
                                                                                               Rs. '000                    Rs. '000
(b)        GIF Value of Imports
           Raw materials                                                                       369,521                     404,522
           Components and spare parts                                                            5,174                       5,022
           Capital goods                                                                         7,687                         299




                                                                                                               GOODYEAR INDIA LIMITED
                                                                   25
                                                                              Compiled by: Asian CERC Information Technology Ltd

                                                                                      GOOD/VEAR

SCHEDULES TO THE ACCOUNTS
                                                                                           2003                       2002
                                                                                         Rs.'OOO                   Rs.'OOO
(c)    Expenditure in foreign currency (on accrual basis)
       during the year on account o f :
       Import of finished goods                                                           72,455                    37,192
       Commission on exports                                                               9,831                     7,735
       Travel                                                                              1,733                     2,499
       Interest                                                                           10,917
       Others                                                                              2,953                      3,122
(d)    Earnings in foreign exchange
       FOB value of goods exported                                                      489,211                    386,325
       Commission received                                                                7,316                      3,912
(e)    Managerial remuneration:*
       - Remuneration to whole time directors                                              5,615                     6,107
       [Including perquisites Rs. 3,695 (Rs.4,045)]

       - Directors' fees                                                                     150                       140
                                                                                           5,765                     6,247

*1.    Does not include provision for incremental gratuity liability, since the provision is based on an actuarial valuation
       for the Company as a whole.
 2 .   Includes remuneration of Rs.517 (Rs.Nil), including perquisites of Rs.292 (Rs.Nil) subject to approval of the
       Central Government and shareholders in general meeting.


(f)    Auditors' remuneration
       Statutory auditors
       - As auditors                                                                         864                       788
       - In other capacity
           Tax accounts                                                                      216                       210
           Various certificates/reports                                                      301                       268
       - Out of pocket expenses                                                              101                        40

       Cost auditors
       - As Cost auditors                                                                     54                        27
       - Out of pocket expenses                                                               10                         7


(g)    Leases before January 1, 2002:
       - Future lease obligations                                                            130                       518
       - Amount due within one year                                                          130                       389

       Assets taken on lease on or after January 1,2002 by the Company include motor vehicles and plant and machinery
       at an aggregate cost of Rs.4,594 (Rs.3,305) with future lease obligations by way of lease rental amounting to
       Rs. 6,330 (Rs.4,551) including purchase option at the residual value of Rs.380 (Rs.266).

       Future lease obligations                                                           4,073                      3,735
       Amount due within one year                                                         1,635                      1,163
       Amount due between 1 to 5 years                                                    2,438                      2,572


       Present value of future lease obligations Rs.3,142 (Rs.2,768) - due within one year Rs.1,149 (Rs.737). Financial
       charges Rs.931 (Rs.967) - due within one year Rs.486 (Rs.426).


                                                           26
                                                                                Compiled by: Asian CERC Information Technology Ltd

                                                                                       GOOD/YEAR


SCHEDULES TO THE ACCOUNTS
(h)   Quantitative information in respect of each class of goods manufactured during the year
                                                                                     (Quantity '000)
                                                                    Installed               Actual
                                                                    Capacity *          Production

      Automotive tyres                  (No.)                          1,264                  1,182
                                                                      (1,264)                (1,215)

Note :
      1.     The installed capacity is as certified by the Manufacturing Director and has been accepted by auditors without
             verification.
      2.     Production does not include conversion by outside sources:
                                                   Tubes 908 Nos. (1,015)
                                                   Flaps   401 Nos. (359)

      * Delicensed.
      Consumption of raw materials, stores, spare parts and components:
                                                        2003                                            2002
                                       Raw materials            Stores, spare           Raw materials          Stores, spare
                                                                  parts and                                      parts and
                                                                components                                      components
                                           Rs. '000                Rs. '000                Rs. '000            - Rs. '000
      Imported                             468,154                   1,507                  562,987                2,283
      %                                        16.7                   11.7                     21.8                 16.3
      Indigenous                         2,330,338                  11,341                2,022,599               11,684
                                              83.3                    88.3                     78.2                 83.7
                                         2,798,492                  12,848                2,585,586               13,'967


                                                                                            2003                 2002
                                                                                          Rs.'OOO              Rs.'OOO
(j)   Contingent liabilities
      i)    Bills discounted                                                               86,578              39,722

              Claims against the Company
              not acknowledged as debts                                                    82,251              28,391
      iii)    During the year 2003, a demand of Rs.66,222 besides interest, was raised by the Haryana Urban
              Development Authority towards external development charges (EDC) which has been challenged by the
              Company. As the company had, in earlier years, already paid EDC, then demanded by the concerned
              authorities, the management is of the view that no additional demand against the company is legally
              tenable.
(k)   The input credit of the Additional Duties of Excise (AED) accumulated in the excise records by the Company
      became cenvatable pursuant to a change in the Cenvat Credit Rules effective March 1, 2003. Accordingly, AED
      accumulations for the period April, 1995 to December, 2002 became cenvatable and an amount of Rs. 132,529
      has been included under 'other income'.
      The aforesaid utilisation of AED is being disputed by the Central Excise authorities. In the opinion of the
      management, the Company has rightly utilised the amount of AED available in its excise records and, as such,
      any action on the part of the excise authorities disputing the utilisation would not be legally tenable.

                                                                                                        GOODYEAR INDIA LIMITED
                                                               27
                                                                         Compiled by: Asian CERC Information Technology Ltd
                                                                                  GOOD/YEAR


SCHEDULES TO THE ACCOUNTS
(I)   Information pursuant to clause 4 (ix) (b) of the Companies (Auditor's Report) Order, 2003 in respect of dues
      disputed, not deposited, pending with various authorities (excluding interest):

      Nature of the Statue              Nature of Dues                  2003                Forum where dispute
                                                                      Rs.'OOO               is pending
      1)   Sales Tax Laws               * Sales Tax                   53,976                First level of Appellate
                                                                                            Authority i.e.
                                                                                            Assistant Commissioner/
                                                                                            Deputy Commissioner/
                                                                                            Joint Commissioner/
                                                                                            Chief Commissioner
                                                                        1,353               Commercial Taxes
                                                                                            Appellate and Revisional
                                                                                            Board
                                                                       6,983                Sales Tax Tribunal
                                                                         168                High Court
      2) Additional duties              "Additional Duty              20,848                Supreme Court of India
         of Excise (Goods               of Excise
         of Special Importance)
         Act, 1957
      3) Central Excise                 Modvat Credit                   2,953               The Customs, Excise
                                                                                            and Gold Control
                                                                                            Appellate Tribunal

* Mainly for non-collection of statutory declaration forms which are being collected,
** Payment when made would be available for utilisation against the liability of excise duty on finished goods.
(m)   The Company follows Accounting Standard (AS-22) "Accounting for taxes on Income", and in consideration of
      prudence, has recognised deferred tax asset, as at December 31, 2003 only to the extent of deferred tax liability
      of Rs.228,471 (Rs.237,820) (being timing difference on depreciation), comprising of Rs. 154,171 (Rs.135,402)
      on unabsorbed depreciation and Rs.74,300 (Rs. 102,418) on accrued expenses deductible when paid. The
      management is of the opinion that there will be sufficient future taxable income against which the deferred tax
      assets will be realised based on management's future projections.

(n)   As the Company's business activity falls within a single primary business segment viz. 'Automotive tyres, tubes,
      flaps and related rubber products', the disclosure requirements of Accounting Standard (AS-17) "Segment
      Reporting", issued by the Institute of Chartered Accountants of India are not applicable.

(o)   Disclosures under Accounting Standard 18:
i)    List of related parties with whom the Company had transactions during the year.
      Holding company :
      The Goodyear Tire & Rubber Company, Akron , Ohio, USA.
      Fellow subsidiaries :
      Goodyear Orient Co.Pte. Limited; Goodyear S.A. Luxembourg; Goodyear do Brasil Produtos de Borracha Ltd;
      Goodyear Great Britain Limited; PT.Goodyear Indonesia Tbk; Sava Tires, D.O.O.; Goodyear South Africa (Pty.)
      Limited; Goodyear Philippines Inc.; Goodyear Lastikleri TAS; Goodyear Dunlop Tires Germany Gmbh; Goodyear
      Marketing & Sales SDN Bhd; Tire Company Debica SA; Goodyear South Asia Tyres Private Limited; Goodyear
      Dalian Tire Company Limited; Goodyear Luxembourg Tires, SA; Goodyear Taiwan Limited; Goodyear (Thailand)
      Public Co. Ltd.; Goodyear Maroc S.A.; Goodyear Middle East, FZE; Goodyear Australia Pty. Limited; Goodyear
      Productos De Ingenieria S. De R.L. De C.V.; Goodyear Mexico.



                                                         28
                                                                                 Compiled by: Asian CERC Information Technology Ltd




SCHEDULES TO THE ACCOUNTS

       Key management personnel:

       Mr. Antonio M. Capellini
       Mr. Charlie D Jarreau (part of the year)
       Mr Alberto Aguirre Rivera (part of the year)

ii)    Transactions with related parties

       Holding company :                                                 2003                        2002
                                                                      Rs.'OOO                      Rs.'OOO
       Purchase of raw materials and spare parts                       3,540                         4,333
       Sale of finished goods                                          1,205
       Purchase of capital items                                       4,039
       Term loan received                                            957,600
       Interest on loan paid / payable                                10,917
       Commission received on supplies                                   207                         3,589
       Expense reimbursed by holding company                             607                            36
       Fellow subsidiaries :
       Purchase of raw materials, finished goods
       and spare parts                                             1,494,631                     1,419,800
       Purchase of capital items                                       3,174                            97
       Sale of finished goods and other goods                         18,187                         2,557
       Sale of capital items                                               17                        1,330
       Commission received on supplies                                  7,109                          323
       Commission paid                                                  4,503                        2,993
       Amount received for deputation of employees                      1,933                        4,794
       Expenses reimbursed by fellow subsidiaries                         354                          713
       Expenses reimbursed to fellow subsidiaries                         119                        1,731
       Key management personnel:
       Remuneration paid to key management personnel is disclosed in schedule 16(e) to the accounts.
       Relatives of key management personnel:
       Rent paid                                                             -                          38

iii)   Balances outstanding at the year end
                                                                        2003                         2002
                                                                      Rs.'OOO                      Rs.'OOO
       Holding company :
          Term loan payable                                          956,546
          Interest payable on term loan                                9,206
          Other payables                                               1,814                         6,624
       Fellow subsidiaries :
          Receivables                                                    220                          820
          Payables                                                   354,852                      257,673
(p)    Depreciation charge for the current year represents gross Rs. 129,271 (Rs. 131,980) less transfer from revaluation
       reserve Rs.2,062 (Rs.2,138). Such transfer represents the amount equivalent to the additional charge necessitated
       on account of revaluation of certain fixed assets referred to in a(ii) above, being the difference between the
       depreciation charged and the depreciation calculated in accordance with the rates followed by the Company on
       such items not revalued.


                                                                                                       GOODYEAR INDIA LIMITED
                                                            29
                                                                       Compiled by: Asian CERC Information Technology Ltd

                                                                                GOOD/YEAR


SCHEDULES TO THE ACCOUNTS
(q)   Earnings Per Share calculations are as follows :-
                                                                     2003                       2002
      Profit / (Loss) for the year (Rs.'OOO)                          502                  (126,877)
      No. of equity shares of Rs. 10/-each                     23,066,507                 23,066,507
      Basic and diluted earnings per share (Rs.)                     0.02                      (5.50)

(r)   Pending the representations of the tyre manufacturers before the Government authorities against the conditions
      imposed for availing duty exemption under value based licences, the Company, during 1995, estimated and
      provided Rs.22,500 against the excise duty benefits already availed during the year 1992 to 1995. During
      1997, the Company has paid a sum of Rs.5,500 under protest.
(s)   No amount is due to suppliers covered under the "Interest on delayed payments to Small Scale and
      Ancillary Undertakings Act 1993". The Company has not received any claim for interest from any supplier
      under the said Act.
      There are no Small Scale Industrial undertakings to whom the Company owes any sum for more than 30 days
      as at December 31, 2003.
(t)   Due to long term cost benefits, payment of Rs.Nil (Rs.51,168) to employees under Voluntary Retirement
      Scheme (VRS) during the year is being absorbed over a period of five years. Current year absorption is
      Rs.29,515(Rs.29,516).
(u)   Previous year figures have been recast, wherever necessary, to make them comparable to those of the current
      year. Figures in brackets, wherever given are in respect of previous year unless stated otherwise.
      All the figures are in rupees thousands unless stated otherwise.
      Schedules 1 to 16 form an integral part of the accounts.


                                                   Antonio M Capellini                     R V Gupta
                                                   Chairman &                              Director
                                                   Managing Director

                                                   Alberto Aguirre Rivera                  C Dasgupta
                                                   Finance Director                        Director

                                                   SKJain
                                                   Company Secretary

New Delhi
March 10,2004




                                                          30
                                                                                Compiled by: Asian CERC Information Technology Ltd

                                                                                           GOOD/YEAR


CASH FLOW STATEMENT FOR 2003
                                                                                           2003                            2002
                                                                                        Rs. '000                        Rs. '000
i)     CASH FLOW FROM OPERATING ACTIVITIES :                   -
       Net profit/ (loss) before tax and extraordinary items                                502                       (126,877)
       Adjustments for:
          Depreciation                                                    127,209                      129,842
          Absorption of miscellaneous expenditure (VRS)                    29,515                       29,516
          Profit on sale of fixed assets                                     525
                                                                            (,7)                       (19,979)
          Loss on sale of assets                                             5,648                       2,970
          Interest expense                                                132,656                      153,500
          Interest income                                                   (3,256)                    (11,896)
          Unrealised exchange loss / (gain)                                   (725)    285,772            (450)        283,503
       Operating profit before working capital changes                                 286,274                          156,626
       Adjustments for:
          Trade and other receivables                                      95,845                       (71,395)
          Inventories                                                      93,654                        20,626
          Trade and other payables                                       (424,536)     (235,037)       204,567         153,798
       Cash generated from operations                                                   51,237                         310,424
          Direct taxes paid                                                       -                       (862)
          Direct taxes refund                                                  111                      17,739
          Tax deducted at source                                              (874)       (763)            (50)          16,827
       Net cash flow from operating activities                                          50,474                         327,251
ii)    CASH FLOW FROM INVESTING ACTIVITIES :
          Miscellaneous expenditure (VRS)                                                              (51,168)
          Purchase of fixed assets                                         (54,262)                    (76,979)
          Interest received                                                  3,256                      11,896
          Sale of fixed assets                                               5,429                      23,162
       Net cash used in investing activities                                           (45,577)'                       .(93,089)
iii)   CASH FLOW FROM FINANCING ACTIVITIES :
          Term loan from Holding Company                                   956,546
          Proceeds from borrowings                                         950,000                      21,305
          Repayment of borrowings                                       (1,480,509)                   (123,862)
          Interest paid                                                   (125,280)                   (160,475)
          Earlier years dividends paid                                        (658)                       (103)
       Net cash from/ (used in) financing activities                                   300,099                        (263,135)
       Net increase/ (decrease) in cash and cash equivalents                           304,996                         (28,973)
       Cash and bank as at 01.01.2003                                                  142,737                         171,260
       Unrealised exchange (loss) /gain                                                    725                             450
       Cash and bank as at 31.12.2003                                                  448,458                         142,737



Per our report attached to the balance sheet
For A. F. Ferguson & Co.                                   Antonio M Capellini                       R V Gupta
Chartered Accountants                                      Chairman &                                Director
                                                           Managing Director


J M Seth                                                   Alberto Aguirre Rivera                    C Dasgupta
Partner                                                    Finance Director                          Director
Membership No. 17055

                                                           S K Jain
                                                           Company Secretary


New Delhi
March 10,2004
                                                                                                           GOODYEAR INDIA LIMITED
                                                                   31
                                                                          Compiled by: Asian CERC Information Technology Ltd

                                                                            GOOD/YCAR

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
(AS PER SCHEDULE VI, PART (IV) OF THE COMPANIES ACT, 1956)
I.     REGISTRATION DETAILS
       Registration No.                                                                                  8,578
       State code                                                                                            05
       Balance sheet date                                                                  31 st December, 2003
II.    CAPITAL RAISED DURING THE YEAR (Amount in Rs. thousands)
       Public issue                                                                                        NIL
       Rights issue                                                                                        NIL
       Private placement                                                                                   NIL
       Bonus issue                                                                                         NIL
III.   POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. thousands)
       Total liabilities                                                                             3,445,840
       Total assets                                                                                  3,445,840
       SOURCES OF FUNDS
       Paid-up capital                                                                                 230,665
       Reserves and surplus                                                                            677,041
       Unsecured loans                                                                                 958,506
       Finance lease                                                                                     3,142
       APPLICATION OF FUNDS
       Net fixed assets                                                                              1,156,055
       Investments                                                                                     113,400
       Net current assets/(liabilities)                                                                385,281
       Misc. expenditure                                                                                69,264
       Accumulated losses                                                                              145,354
IV.    PERFORMANCE OF THE COMPANY (Amount in Rs. thousands)
       Turnover including other incomes                                                              6,583,288
       Total expenditure                                                                             6,582,786
       Profit/ (Loss) before tax                                                                           502
       Earnings per share (Rs.)                                                                          0.02
       Dividend rate (%)                                                                                   NIL
V.     GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY
       ITEM CODE NO. (ITC CODE)               TYRES             FLAPS               TUBES             OTHERS
       Passenger/Jeep                     40,11,10,00                           40,13,10,01
       Bus/Lorries                        40,11,20,00)                          40,13,10,02
       Off the road                       40,11,99,01)      40,12,90,04         40,13,90,03
       Tractor                            40,11,99,02                           40,13,90,04
       Transmission Belting                                                                        40,10,99,04
       V & Fan Belt                                                                                40JO, 10,02


                                               Antonio M Capellini                     R V Gupta
                                               Chairman &                              Director
                                               Managing Director


                                               Alberto Aguirre Rivera                  C Dasgupta
                                               Finance Director                        Director


                                               S K Jain
                                               Company Secretary

New Delhi
March 10, 2004


                                                    32
                                                                          Compiled by: Asian CERC Information Technology Ltd

                                                                                       GOOD/YEAR


          AUDITORS' REPORT TO THE MEMBERS OF GOODYEAR INDIA LIMITED
1.   We have audited the attached balance sheet of Goodyear India Limited, as at December 31, 2003 and also the profit
     and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements
     are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
     statements based on our audit.
2.   We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require
     that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
     material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
     in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
     made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
     provides a reasonable basis for our opinion.
3.   As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of
     sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters
     specified in paragraphs 4 and 5 of the said Order.
4.   Further to our comments in the annexure referred to above, we report that:
     a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
         for the purposes of our audit;
     b)   in our opinion, proper books of account as required by law have been kept by the Company, so far as appears from
          our examination of those books;
     c)   the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with
          the books of account;
     d)   in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply
          with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;
     e)   on the basis of written representations received from the directors, as on December 31, 2003, and taken on record
          by the Board of Directors, we report that none of the directors of the Company is disqualified as on December 31,
          2003 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,
          1956;
     f)   in our opinion and to the best of our information and according to the explanations given to us, the said accounts
          give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view
          in conformity with the accounting principles generally accepted in India:
          (i)   in the case of the balance sheet, of the state of affairs of the Company as at December 31, 2003;
          (ii) in the case of the profit and loss account, of the profit of the Company for the year ended on that date; and
          (iii) in the case of cash flow statement, of the cash flows of the Company for the year ended on that date.




                                                                                                 For A.F. FERGUSON & CO.
                                                                                                      Chartered Accountants

New Delhi
10 March, 2004
                                                                                                                 J.M. Seth
                                                                                                                    Partner
                                                                                                    (Membership No. 17055)




                                                              00                                          GOODYEAR INDIA LIMITED
                                                                                       Compiled by: Asian CERC Information Technology Ltd




                                  ANNEXURE TO THE AUDITORS' REPORT
 Annexure referred to in paragraph '3' of the Auditors' Report to the Members of Goodyear India Limited on the accounts for
 the year ended December 31, 2003.
 (i)    (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of
        fixed assets.
        (b) As per Company's policy, verification of fixed assets is being conducted in a phased programme by the management
        designed to cover all assets over a period of five years, which in our opinion is reasonable having regard to the size of the
        Company and the nature of assets. The verification of assets due as per this programme has been carried out. The
        discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.
        (c) As the Company has disposed off an insignificant part of the fixed assets during the year, paragraph 4(i)(c) of the
        Companies (Auditors' Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.
 (ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of
        verification is reasonable.
        (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification
        of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the
        nature of its business.
        (c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper
        records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were
        not material and have been properly dealt with in the books of account.
 (iii) (a) According to the information and explanations given to us, the Company has neither taken nor granted any loan,
        secured or unsecured to/from companies, firms and other parties covered in the register maintained under Section 301
        of the Companies Act, 1956. Accordingly, paragraph 4(iii) (b), (c) and (d) of the Order are not applicable.
 (iv) According to the information and explanations given to us, there are adequate internal control procedures commensurate
       with the size of the Company and the nature of its business with regard to purchases of inventories, fixed assets and
       with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the underlying
        internal controls.
(v) (a) According to the information and explanations given to us, there are no transactions that need to be entered into the
        register maintained in pursuance of section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (v) (b) of the
       Order is not applicable.
(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the
       provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of deposits) Rules,
        1975 with regard to the deposits accepted from the public. We are informed, that no order has been passed by the
       National Company Law Tribunal.
(vii) The Company has an internal audit system comprising of local internal auditors and, from time to time, visiting auditors
       from The Goodyear Tire & Rubber Company, U.S.A. which, in our opinion, is commensurate with its size and nature of
       its business.
(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the
       Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are
       of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not,
       however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
(ix) (a) As explained to us, the statutory dues payable by the Company comprise of provident fund, investors education
       protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess, octroi,
       entry tax, purchase tax and Haryana local area development tax. According to the records of the Company and information
       and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with
       the appropriate authorities. There are no undisputed statutory dues as referred to above as at December 31, 2003
       outstanding for a period of more than six months from the date they become payable.
       (b) According to the records of the Company and information and explanations given to us, there are dues of sales tax
       and excise duty aggregating Rs. 62,480 thousands and Rs. 23,801 thousands respectively, which have not been
       deposited on account of various disputes, the details of which are set out in note T of schedule 16. We have been
       further informed that there are no dues in respect of income tax, wealth tax, customs duty and cess which have not
       been deposited on account of any dispute.
(x) The accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred
       any cash losses during the financial year ended December 31,2003 and in the preceding financial year ended December
       31, 2002.
(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the
       opinion that, the Company has not defaulted in repayment of dues to banks. The Company has not taken loans from



                                                                34
                                                                                    Compiled by: Asian CERC Information Technology Ltd

                                                                                            GOOD/YEAR


        financial institutions and has not issued debentures,
(xii) As Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures
        and other securities, paragraph 4(xii) of the Order is not applicable,
(xiii) As the Company is not a chit fund /nidhi/ mutual benefit funds/ society to which the provisions of special statute relating
        to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable,
(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of
        the Order is not applicable,
(xv) In respect of guarantees given by the Company for loans taken by others from banks, the terms and conditions are prima facie not
        prejudicial to the interest of the Company,
(xvi) The Company has taken a long term foreign currency loan of Rs. 956,546 thousands for retiring working capital loans
        and working capital finance and it has been applied for the purpose for which it was raised,
(xvii) The Company has taken a long term foreign currency loan of Rs. 956,546 thousands for retiring working capital loans
        and working capital finance,
(xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register
        maintained under section 301 of the Act, paragraph 4(xviii) of the Order is not applicable,
(xix) As the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable,
(xx) During the year, since the Company has not raised money by way of public issue, paragraph 4(xx) of the Order is not
        applicable,
(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report
        that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended
        December 31, 2003.

                                                                                                     For A.F. FERGUSON & CO.
                                                                                                          Chartered Accountants
New Delhi
10 March, 2004
                                                                                                                      J.M. Seth
                                                                                                                          Partner
                                                                                                         (Membership No. 17055)




                                                                                                               GOODYEAR INDIA LIMITED
                                                                 35
                                                                            Compiled by: Asian CERC Information Technology Ltd



                                 GOODYEAR INDIA LIMITED
              Regd. Office: Mathura Road, Ballabgarh, (Dist. Faridabad),121004 Haryana

                                                      NOTICE
NOTICE is hereby given that the Forty-third ANNUAL GENERAL MEETING of the Shareholders of GOODYEAR
INDIA LIMITED will be held on Friday, the 14th day of May 2004 at 3.30 P.M. at Magpie Tourism Complex, Sector
16A, Faridabad 121 004 to transact the following business :
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited Balance Sheet as at December 31, 2003 and the Profit & Loss
   Account for the year ended on that date along with the Reports of Directors and Auditors thereon.
2. To appoint a Director in place of Mr Luis C Ceneviz who holds office up to the date of this Annual General
   meeting, and, being eligible, offers himself for re-appointment. Mr Luis C Ceneviz was appointed Director effective
   June 30,2003 in the vacancy caused by the resignation of Mr Richard J Kramer, who but for his resignation was
   due to retire at this meeting. A notice under section 257 of the Companies Act, 1956, has been received from a
   member signifying his intention to propose the appointment of Mr Luis C Ceneviz as a Director.
3. To appoint Auditors and fix their remuneration.
SPECIAL BUSINESS:
    To consider and, if thought fit, to pass, with or without modification(s), the following resolutions:
4. As a Special Resolution:
    "RESOLVED THAT pursuant to the provisions of Sections 269,309,310 and other applicable provisions, if any,
    and subject to the limits laid down in Sections 198 and 309 read with Schedule XIII to the Companies Act, 1956,
    the consent of the Company be and is hereby accorded to the appointment of Mr Alberto Aguirre Rivera as
    wholetime Finance Director of the Company for a period of three years with effect from October 1, 2003 at a
    salary, commission & perquisites, as specified in detail, in the agreement to be entered into between the Company
    and Mr Alberto Aguirre Rivera (a draft whereof was submitted to this meeting and initialled by the Chairman for
    identification) subject to the condition that the Remuneration Committee and/or the Board of Directors of the
    Company are authorised , to revise, amend, alter or otherwise vary the terms and conditions of his
    appointment from time to time as they deem fit, but at no time the remuneration payable to Mr Aguirre
    shall exceed the maximum limit prescribed in Section I of Part II of Schedule XIII to the Companies Act,
    1956, as existing or as may be amended and in the event of the Company not earning profit or inadequacy of
    profit in any financial year, Mr Alberto Aguirre Rivera would be entitled to receive the remuneration to the maximum
    extent prescribed in Section II of Part II of Schedule XIII to the Companies Act, 1956 as existing or as may be
    amended."
5. As an Ordinary Resolution:
    "RESOLVED THAT in modification of the Ordinary Resolution passed in the Extraordinary General meeting held
    on April 11,1997 and pursuant to Section 293(1) (d) of the Companies Act, 1956, consent of the Company be and
    is hereby accorded to the Company's Board of Directors to borrow on such terms and conditions as they may
    deem fit, moneys in excess of the aggregate of the paid up capital of the Company and its free reserves, that is
   to say, reserves not set aside for any specific purpose, but so that the total amount of the moneys which may be
    borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained
   from the company's bankers in the ordinary course of business), shall not exceed Rs.150 Crores (Rupees One
    hundred and fifty Crores)."
6. As a Special Resolution:
   "RESOLVED THAT in accordance with the applicable provisions of the Companies Act, 1956, the Securities
   Contracts ( Regulation) Act, 1956, the Listing Agreements with the Stock Exchanges and the provisions of the
   Securities and Exchange Board of India Act, 1992 read with the Securities and Exchange Board of India (Delisting
   of Securities) Guidelines, 2003, or any amendment or modification thereof and subject to such other approvals,
   permissions and sanctions as may be necessary, and such conditions and modifications as may be prescribed or
   imposed by any authority while granting such approvals, permissions, or sanctions which may be agreed to by
   the Board of Directors of the Company ("hereinafter referred to as "the Board") or any person (s) authorised by


                                                                                                GOOD/^EAH
                                                                        Compiled by: Asian CERC Information Technology Ltd


    the Board, consent of the Members be and is hereby accorded to delist the Equity Shares of the Company from
    The Delhi Stock Exchange Association Ltd. and/ or The Calcutta Stock exchange Association Ltd.
    RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to settle all
    questions, difficulties or doubts that may arise in this regard and to do all such acts, deeds, matters and things
    and to take all such steps as it may, in its absolute discretion deem necessary, proper and desirable to give effect
    to this resolution"
                                                                                              By Order of the Board
New Delhi                                                                                     S K Jain
March 10, 2004                                                                                Company Secretary


NOTES:
1   A member entitled to attend and vote is entitled to appoint a proxy to attend, and, on a poll to vote instead of
    himself/herself and such proxy need not be a member of the Company. The instrument appointing a proxy
    should, however, be deposited at the Registered Office of the Company not less than forty-eight hours before the
    commencement of the meeting.
2. Register of Members and Share Transfer Books of the Company will remain closed from May 06, 2004 to May
   14, 2004, both days inclusive.
3. Shareholders of the Company are informed that pursuant to the provisions of Section 205C of the
   Companies Act, 1956, the amount of dividend which remains unclaimed/unpaid for a period of 7 years
   would be transferred to the Investor Education & Protection Fund constituted by the Central Government
   and the Shareholders would not be able to claim any amount of the dividend so transferred to the Fund.
   As such, Shareholders who have not encashed their dividend warrants are requested in their own interest
   to write to the Company immediately, claiming dividends declared by the Company during the years
   1996 and onwards and still remaining outstanding.
4. Pursuant to the directions of the Securities Exchange Board of India (SEBI), trading in the shares of your company
   is in compulsory de-materialised form. Members who have not yet got their shares de-materialised, are requested
   to opt for the same in their own interest and send their share certificates through Depository Participant (s) with
   whom they have opened the de-materialisation account to the Share Transfer Agent M/s Skyline Financial
   Services Pvt. Ltd., 123, VinobaPuri, Lajpat Nagarll, New Delhi-110024 or the Company's Registered Office at
   Mathura Road, Ballabgarh, Haryana -121 004
5. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, is given below :

EXPLANATORY STATEMENT
Pursuant to Section 173 (2) of the Companies Act,1956
Item No. 4
The Board of Directors of the Company in its meeting held on September 26, 2003 appointed Mr Alberto Aguirre
Rivera as a wholetime Finance Director of the Company for a period of 3 years effective October 1, 2003 in the
vacancy caused by the resignation of Mr Charlie D Jarreau. The Remuneration Committee in its meeting held on the
same date i.e. September 26,2003 considered the remuneration payable to Mr Alberto Aguirre Rivera, and keeping
in view the remuneration policy of the parent company applicable for similar level of executives, Indian Industries
trend, qualification, experience and perquisite valuation rules etc, decided to pay the same remuneration \o Mr
Alberto Aguirre Rivera as was applicable to his predecessor, Mr Charlie D Jarreau. The remuneration decided to be
payable as above is within the limits laid down in Section 198 & 309 read with Schedule XIII to the Companies Act,
1956. The Board of Directors also approved the remuneration of Mr Alberto Aguirre Rivera as depided by the
Remuneration Committee. The shareholders approval as required is being sought vide item No.4 of the Notice.
Since Mr Alberto Aguirre Rivera, prior to his appointment in your Company, was not resident in India for a period of
twelve months, the Central Government has been approached for providing their approval.
The details of remuneration of Alberto Aguirre Rivera, as agreed by the Remuneration Committee and the Board of
Directors, are detailed below :
Salary per month          : Rs. 75.000/-


GOODjfYEAR
                                                                                    Compiled by: Asian CERC Information Technology Ltd

  Perquisites:
 A. (i) Housing Facility : Furnished accommodation to be provided by the Company, and if the Company's
      accommodation is not provided, the appointee shall be entitled to the House Rent Allowance subject to a ceiling
      of 60% of the salary. The expenditure incurred by the Company on gas, electricity, water and furnishings shall bei
      valued as per the Income Tax Rules, 1962, (ii) Fees of clubs subject to a maximum of two clubs, (iii) Persona^
      Accident Insurance premium not to exceed Rs.4000/- per annum, (iv) Medical Expenses reimbursement for self
      & family subject to a ceiling of four months' salary in a calendar year or twelve months' salary over a period cif,
      three calendar years, (v) Recreation / Holiday trip once in a year for self and family in accordance with the rulesj
      of the Company.                                                                                                       ^
      In addition, Mr Mberto Aguirre Rivera, Finance Director shall also be eligible to the following perquisite^
      which shall not be included in the computation of the ceiling on remuneration in case of inadequacy or absence,
      of profit: a) In the case of children studying in or outside India, an allowance limited to Rs.5000/- per month per
      child or actual expenses incurred, whichever is less. Such allowance is admissible upto a maximum of two,
      children, b) Return Holiday Passage once in a year by economy class to children from the place of their study.;
      abroad to India and to the members of the family from the place of their stay abroad to India if they are not
      residing in India with the concerned appointees, c) Return passage for home country once in a year for self ancfr
      family in accordance with the rules of the Company; d) Actual expenses incurred on travel and on packing!
      forwarding, loading or unloading as well as freight, insurance, customs duty, clearing expenses, local transportation
      and installation expenses in connection with the moving of personal effects for self and family for joining duty iff
      India in case these have not been claimed from the previous employer. Such expenses would also be allowed orv
      finally leaving the employment of the Company in case the concerned appointee is not joining any other branch
      of the Company or related Company.                                                                                   H
 B. Car for use on Company's business and telephone at residence. Personal long distance calls on telephone and
      use of car for personal purpose shall be billed by the Company.
 Commission: 100% of annual salary based on the net profit of the Company in the relevant year subject to,
 the overall ceilings laid down under Section 198 and 309 of the Companies Act, 1956.                                     '
 In the event of Company not earning profit or inadequacy of profit during a year, the remuneration payable to Mr
 Alberto Aguirre Rivera, Finance Director shall stand reduced to the limit prescribed in Section II of Part II of the
 Schedule XIII to the Companies Act, 1956 as existing or as amended from time to time.
 The above terms have been detailed in a draft agreement to be entered into with Mr Alberto Aguirre Rivera as
 referred in the resolution with the authority to the Remuneration Committee and/or the Board of Directors to revise,
 amend, alter or modify the remuneration from time to time, as they deem fit, but at no time, the remuneration payable
 shall exceed the maximum limit stipulated in Schedule XIII to the Companies Act, 1956, as existing or as may be
 amended.
The General Information as required pursuant to Notification No.G.S.R.36(E) dated January 16,2002 is contained in
the statement annexed hereto.
The above draft agreement referred to in the resolution would be available for inspection by the Members at the
 Registered Office of the Company on any working day between 10.30 A.M. to 12.30 P.M.
 None of the Directors of the Company except the wholetime Finance Director, to the extent of his appointment &
 remuneration etc., may deem to be interested or concerned in the said resolution.
Your Board of Directors recommends for passing of the above resolution.
Item No.5
 Under Section 293(1) (d) of the Companies Act, 1956, the Board cannot borrow moneys together with the moneys
already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary
course of business) which shall exceed the aggregate of the paid-up capital of the Company and its free reserves.
The Company at its Extraordinary General Meeting held on April 11,1997, authorised the Board to borrow, for the
purposes of the Company moneys in excess of the paid up capital of the Company and its free reserves provided the
sum or sums so borrowed and remaining outstanding at any point of time shall not exceed Rs.100 Crores.
During the year, your company had raised the External Commercial Borrowings (ECB) of US$ 21 Million i.e. Rs.96
Crores approx. from the parent Company, The Goodyear Tire & Rubber Company, Akron, Ohio, USA. to retire high
interest bearing working capital loans/overdrafts availed from the Banks. It is, therefore, considered necessary to
obtain approval of the Shareholders enabling the Board to borrow money(s) from time to time to meet further funds
                                                                   Compiled by: Asian CERC Information Technology Ltd

requirement of the Company but not exceeding Rs. 150 Crores on account of principal, in modification of the resolution
passed by the shareholders on April 11,1997 as aforesaid. Your Board of Directors recommends the passing of the
resolution as specified in item No.5.
None of the Directors may be deemed to be concerned or interested in the resolution.
Item No.6
The Equity Shares of the Company are presently listed on the Stock Exchanges at Delhi (DSE), Kolkata (CSE) and
Mumbai (BSE). The Company's shares are regularly traded on BSE, whereas, the trading volumes in the shares on
DSE and CSE are either nil or insignificant. BSE has extensive networking of trading terminals which facilitate
trading by Members /Investors across the country. The Company's shares are now compulsorily traded in the
dematerialized form. Accordingly, the Board of Directors of your Company in its meeting held on March 10, 2004,
recommended for voluntary delisting of the Company's equity shares from DSE and CSE to, inter-alia, save the
annual recurring fee paid to the said stock exchanges which does not commensurate with the benefits to the Company
or its investors. The proposed voluntary delisting of shares from the above Stock Exchanges would not hamper the
interest of the investors as the shares will continue to be listed on BSE which has nationwide trading terminals.
Delisting of the Company's shares from the aforesaid Stock Exchanges would result in administrative convenience
and saving in cost on account of listing fee, etc.
In terms of the requirement of the Securities & Exchange Board of India (Delisting of Securities) Guidelines 2003 and
other applicable provisions, if any, approval of the Members is sought by way of Special Resolution vide Item 6 of the
Notice, for voluntary delisting of the Company's shares from DSE & CSE.
Your Board of Directors recommends for passing of the above resolution.
None of the Directors is interested or concerned in the said resolution.

                                                                                             By Order of the Board

New Delhi                                                                                   S K Jain
March 10, 2004                                                                              Company Secretary




GOODYEAR
                                                                 Compiled by: Asian CERC Information Technology Ltd

Annexure referred to in the Explanatory Statement
Statement containing the information as required per Notification No.G.S.R 36(E) dated January 16, 2002
amending Schedule XIII to the Companies Act, 1956 in respect of Mr. Alberto Aguirre Rivera.

I   GENERAL INFORMATION :
    (1)   Nature of Industry :
          Tyre Industry.
    (2) Date or expected date of commencement of commercial production :
        It is an established Company and the commercial production at its Ballabgarh plant commenced in
        1961.
    (3)   In case of new companies, expected date of commencement of activities as per project approved by
          financial institutions appearing in the prospectus :

          Not applicable

    (4)   Financial performance :
                                                                                              (Rs.lacs)

                                      1999           2000         2001           2002          2003

     Turnover                         66564          59242        56413          64855         64215

     Net Profit/(Loss) before
     Interest, Depreciation,          4816            522         (622)          1860          2899
     Voluntary Retirement
     Absorption & Tax
     Net Profit /(Loss) as per        1893           (2426)      (3698)         (1269)           5
     Profit and loss account
     Amount of dividend paid           692            NIL          NIL            NIL           NIL

     Rate of dividend declared        30%             NIL          NIL            NIL           NIL


The effective capital of the Company based on the last audited accounts of the Company for the year ended
December 31, 2003 is Rs. 6033 lacs.
The Company has not made any default in the repayments of its dues (including public deposits) or interest
payments thereon. The Company has not issued any debentures.
   5) Export performance and net foreign exchange collaborations :
        During the year 2003, the export sale has increased by 26.63 % i.e Rs 4892 lacs as against Rs 3863
        lacs in the previous year. The Company does not have any foreign exchange collaboration.
   6) Foreign investments or collaborators, if any :
        The Goodyear Tire & Rubber Company, Akron, Ohio, USA is holding 74% equity share capital in the
        Company.
II INFORMATION ABOUT THE APPOINTEE
    Mr Alberto Aguirre Rivera
    Vide item No.4 of the notice of this Annual General Meeting of the Company, the approval of Members is
    being sought for the appointment of Mr Alberto Aguirre Rivera as wholetime Finance Director effective
    October 1,2003. Mr Alberto Agiurre Rivera, a Colombian national, aged 53 years, has graduated in Accounts
    & Law from a University in Colombia and has over 36 years of international experience including 28 years
    with Goodyear world-wide in Finance stream. Prior to his appointment in the Company as Finance Director,


                                                                                         GOODYEAR
                                                                          Compiled by: Asian CERC Information Technology Ltd
   Mr Aguirre was holding the position of Finance Director in Goodyear De Colombia S.A. He is also the
   member of the Shareholders' Grievance Committee of the Company besides being Director and Member of
   the Audit Committee of Goodyear South Asia Tyres Private Limited.
Ill Other information :
1) Reasons of loss or inadequate profits:
   During the year, the Company has shown profit, as mentioned above, under the head "Financial Performance".
   The results of the Company were, however, impacted by the increase in the raw material prices, which the
   Company could not recover due highly competitive market conditions.
2) Steps taken or proposed to be taken for improvement:
    In addition to the steps taken in earlier years for rationalisation of man power at plant, field locations and
    Corporate Office, conversion of field locations of the Company into Clearing and Forwarding Agency,
   shifting Head Office from New Delhi to Ballabgarh, during the year under review, the Company obtained
    External Commercial Borrowings of US$ 21 Million from the parent Company and repaid the high cost
   working capital facilities, to achieve interest cost reduction. Extensive thrust for increase in export is one of
   the areas of focus to meet market challenges. Every area of cost whether capital or revenue is reviewed
   minutely to achieve cost savings besides continuous efforts for productivity increase in the plant.
3) Expected increase in productivity and profits in measurable terms :
  The Tyre Industry's performance is connected with the economic conditions of the country and the
   automobile, transportation and the infrastructure sector, particularly the roads. With the improvement in
   the economy, better performance of the automobile sector and various measures taken/planned by the
   Government to provide impetus to growth of the economy and the various cost reduction and other measures
   initiated for productivity increase by the Company, the profitability of the Company is expected to be better
   than that of the year 2003.

                                                                                           By Order of the Board
New Delhi                                                                                  S K Jain
March 10, 2004                                                                             Company Secretary




GOOD/^EAR
                                                                   Compiled by: Asian CERC Information Technology Ltd



                              GOODYEAR INDIA LIMITED
                 Regd. Office : Mathura Road, Ballabgarh, (Dist. Faridabad),121004 Haryana

                                                 PROXY FORM

 DP Id                                                                           Client Id:

I/We
of                                               being a Member of GOODYEAR INDIA LIMITED
hereby appoint                                                  of
or failing him                                                  of
or failing him                                                  of
as my/our proxy to vote for me/us and on my/our behalf at the Forty-third Annual General Meeting
of the Company to be held on Friday, the 14th day of May, 2004 and at any adjournment thereof.
As witness my/our hand(s) this                          Day of                                 2004

Account Number.                                                         Affix
                                                                      15 paise
                          Signature                                  Revenue
                                                                    i Stamp

Note : 1. Those holding shares in electronic form are requested to fill in DP Id and Client Id also.
       2. The proxy form duly completed, signed & stamped must be returned so as to reach the
          Registered Office of the Company not less than 48 hours before the time for holding the aforesaid
          meeting.


                                              ATTENDANCE SLIP
I hereby record my presence at the FORTY THIRD ANNUAL GENERAL MEETING of the Shareholders of
Goodyear India Limited held at Magpie Tourism Complex, Sector 16-A Faridabad on Friday, the 14th day of
May, 2004 at 3.30 P.M.

DP Id     :                                                                Account No. ..
Client Id :                                                                No. of Shares

Full Name(s) of
Account Holder(s)



Full name of
Attending member/proxy




                                                                                       Signature of Member/Proxy
Note : Please fill in block letters and sign at the Reception.
       Please fill up DP Id and Client Id also if shares are held in electronic form
       Please bring your copy of the Annual Report.

                                                                                              GOODYEAR
                                                  Compiled by: Asian CERC Information Technology Ltd




                          GOOD/YEAR
                     GOODYEAR INDIA LIMITED
Head Office : MathuraRoad, Ballabgarh, Haryana-121004Phone: 95129-8869000

								
To top