27 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:54 PM
Goodyear India Ltd.

BSE

  • 845.15 34.80 (4.29%)
  • Vol: 51951
  • BSE Code: 500168
  • PREV. CLOSE
    810.35
  • OPEN PRICE
    810.35
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    845.15(133)

NSE

  • 0.00 0.00 (0%)
  • Vol: 0
  • NSE Code: GOODYEAR
  • PREV. CLOSE
    0.00
  • OPEN PRICE
    0.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

Goodyear India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE AS

1. (i) Company's Philosophy on Code of Governance

Goodyear India Limited ("the Company") is a subsidiary of the Goodyear Orient Company (Private) Limited, Singapore ("GOCPL") effective November 29, 2011, which is 100% subsidiary of The Goodyear Tire & Rubber Company, Akron ("GTRC") and hence, GTRC became the Ultimate Holding Company. The Company's Corporate Philosophy has been strengthened through a manual titled 'Goodyear Business Conduct Manual' for GTRC global operations. The Business Conduct Manual is designed to help associates understand Company's commitment to follow highest ethical and legal standards in doing business and to act with honesty, integrity and fairness to protect the business and Company's good name. The core elements, inter-alia, include to act with honesty, integrity and respect; attract, develop, motivate and retain the best team of associates; drive an efficient, aligned and effective organization; earn and build long lasting relationships with customers, consumers, business partners and exceed their expectations; and create a sustainable business model that consistently delivers a strong return on investments.  

The Company's corporate governance practices and disclosures are in compliance of the requirements placed under Clause 49 of the Listing Agreement, as amended ("Clause 49").

(ii) Code of Conduct

In terms of the requirement of clause 49(II)(E) of the Listing Agreement & Section 149(8) read with Schedule IV of the Companies Act, 2013, the Board of Directors of the Company, in line with the Corporate Philosophy, laid down the Code of Conduct ("Code") for all Board Members and Senior Management of the Company. The Code is displayed at the Company's website www.goodyear.co.in <http://www.goodyear.co.in> (in investor relation section). As required, a declaration duly signed by the Vice Chairman & Managing Director regarding affirmation of compliance with the Code of Conduct is attached as Annexure-A.

2. Board of Directors

(i) In compliance with Clause 49, the details of composition and category of the Board of Directors of the Company as on December 31, 2014 is given below:

(ii) During the year ended on December 31, 2014, Five (5) Board Meetings were held on February 27, 2014, May 15, 2014, June 6, 2014, July 30, 2014 and November 5, 2014.

(iii) In addition to the above a Separate Meeting of the Independent Directors (attended by Mr Ravi Vira Gupta, Mr C Dasgupta and Ms Sudha Ravi) was held on November 5, 2014 to discuss the agenda as prescribed under Clause 49(II)(B)(6)(b).

(iv) Terms and conditions of appointment of Independent Director(s) is also available at the Company's website at www.goodyear.co.in <http://www.goodyear.co.in> (in investor relation section).

3. Audit Committee

The constituted Audit Committee has the terms and roles as specified in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. It was reconstituted as per section 177 of the Companies Act, 2013 read with rules made there under and Clause 49, as amended, by the Board of Directors in its meeting held on June 6, 2014 to act in accordance with the terms of reference as provided under applicable laws and as may be specified by Board from time to time. The role of the audit committee inter alia includes the following (i) oversight of the Company's financial reporting process and disclosure of financial information's (ii) recommendation to the Board of appointment, remuneration etc. of auditors (iii) review of financial statement and auditor's report (iv) discussion with statutory auditors of the Company about their findings, observations, suggestions, scope of audit etc. (v) review of internal control systems and accounting policies followed by the Company (vi) review of the financial statements with the management before their submission to the Board for approval etc. In addition to the above, audit committee carries out all such other functions as provided under applicable laws and specified by the Board of Directors from time to time.

The current Audit Committee of your Company consists of four Directors namely Mr Ravi Vira Gupta, Mr. C Dasgupta and Ms. Sudha Ravi, Independent Directors and Mr Rajeev Anand, Vice Chairman & Managing Director (Executive Director). Members of the Audit Committee possess financial / accounting expertise / exposure.

Mr Ravi Vira Gupta, an Independent Non-Executive Director is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.

4. Nomination and Remuneration Committee (NRC)

As per section 178 of the Companies Act, 2013 and rules made thereunder and Clause 49 (effective October 1, 2014), the Board constituted the Nomination and Remuneration Committee ("NRC") by approving the NRC Constitution Charter in its meeting held on July 30, 2014. The said Charter captures all the terms of reference as required under applicable laws. The terms of the reference of the NRC inter alia, includes the following: (i) selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning; (ii) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders; (iii) Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board; (iv) Monitoring and reviewing Board Evaluation framework; (v) Direct access to the officers and advisors, both external and internal, and to have authority to seek external independent professional advice, as it may need from time to time, for the effective implementation of its responsibilities. In addition to the above, NRC will carry out all such other functions as provided under applicable laws and specified by the Board of Directors from time to time.

The current NRC of your Company consists of three directors, namely, Ms. Sudha Ravi & Mr. Ravi Vira Gupta, Independent Directors(s) and Mr. Daniel Lawrence Smytka, Chairman of the Company and a Promoter Non - Executive Director.

Ms. Sudha Ravi, an Independent Non-Executive Director is the Chairperson of the Committee. The Company Secretary of the Company acts as the Secretary of the Committee.

The remuneration policy for the whole time Director/Managing Director, key managerial personnels and senior managerial personnels of the Company is based on the broad principles of remuneration i.e. a portion of remuneration is paid on fixed basis and the remaining portion of the remuneration is variable which is linked with the financial performance of the Company

The Board in consultation with NRC annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including independent directors. As an evaluation methodology, the Board may use any method(s) as it may deem appropriate in order to assess the Board's/committees effectiveness and Directors performance. Some of the indicators/criteria based on which the independent directors are evaluated are personal qualities, characteristics, substantial business/ professional experience, experience and stature, ability and willingness to devote time etc.

Note: 1. No severance fee is payable to any Director.

Benefits: The benefits extended to each of the whole time Directors, inter-alia, include the following:

Personal Accident Insurance (premium not to exceed Rs. 0.05 lakhs per annum), a Club fee, Medical Reimbursement for self and family (subject to a ceiling of four months' basic salary for each completed year of service or twelve months' basic salary over a period of three completed years of service), Medical Insurance (as per the rules applicable for other senior management staff of the Company), the Company's car and telephone at residence (personal long distance calls on telephone and use of car for private purpose shall be billed by the Company), House Rent Allowance/Leased Accommodation (restricted to 60% of the basic salary). Mr. Yashwant Singh Yadav entitled for Personal Driver Salary Reimbursement not exceeding Rs 2.5 lakhs in a year during the period January 1, 2014 to April 30, 2014 and not exceeding Rs 2.75 lakhs in a year during the period May 1, 2014 to December 31, 2014 and Mr. Rajeev Anand entitled for Reimbursement of Personal Driver Salary and Reimbursement of running and maintenance of personal car not exceeding Rs 3 lakhs in a year during the period January 1, 2014 to April 30, 2014 and not exceeding Rs. 3.50 lakhs in a year during the period May 1, 2014 to December 31, 2014. In case of Mr. Anand, the entitlement on expenditure on gas, electricity and water on actual shall be up to Rs. 3.85 lakhs in a year during the period January 1, 2014 to April 30, 2014 and up to Rs. 4.29 lakhs in a year during the period May 1, 2014 to December 31, 2014. In case of Mr. Yadav, the entitlement on expenditure on gas, electricity and water on actual shall be up to Rs. 2.70 lakhs in a year during the period January 1, 2014 to April 30, 2014 and up to Rs. 3.22 lakhs in a year during the period May 1, 2014 to December 31, 2014.

Contribution to Provident Fund & Superannuation Fund in case of Mr. Anand and Contribution to Provident Fund in case of Mr. Yashwant Singh Yadav (as per the applicable laws), Recreation/holiday trip ("Holiday Trip") once in a year for self and family (in accordance with the rules of the Company. In case of Mr. Anand, Holiday Trip up to Rs. 2.5 lakhs in a year or Rs. 5 lakhs in a block of two years and in case of Mr. Yadav, Holiday Trip up to Rs. 2.5 lakhs in a year during the period

January 1, 2014 to April 30, 2014 and up to Rs. 2.5 lakhs in a year or Rs. 5 lakhs in a block of two years during the period May 1, 2014 to December 31, 2014. Gratuity as per applicable laws and rules of the Company and encashment of leave as at the end of the tenure (as per the rules of the Company). The Performance bonus is based on the performance of the Company.

The remuneration paid during the year 2014, is within the limits specified in Schedule-XIII of the Companies Act, 1956 (as amended) and has due approval from the Board of Directors of the Company.

There is no Stock Option Scheme of the Company for any Director (Executive/ Non- Executive).

A reference, to remuneration paid to the directors and key managerial personnel under Note 31 of the notes to the financial statements of the Company for the year ended December 31, 2014 can also be made for the remuneration details.

There has been no pecuniary relationship or business transaction by the Company with any Independent Non­ Executive Director, other than the sitting fee (service tax paid extra) (please see note below) for attending the Board/Committee meetings as well as the travelling/conveyance expenses and reimbursement of expenses, if any, incurred for participating/ attending the Company's meetings.

Note: In terms of the applicable provisions of the Companies Act, 2013 read with rules made there under, the Board of Directors in its meeting held on May 15, 2014, approved the sitting fee for Board/Committee meetings @ INR 50,000/- per meeting to be paid after May 15, 2014. Prior to May 15, 2014, it was being paid @ INR 20,000/- per meeting. As per Section 149(7) of the Companies Act, 2013, the Company has received declaration of independence from all the Independent Directors as on December 31, 2014.

Non-executive directors of the Company do not hold any shares in the Company.

5. Stakeholders' Relationship Committee ("SRC") (formerly Shareholders'/Investors' Grievance Committee)

In compliance of Section 178 of the Companies Act, 2013, rules made thereunder and Clause 49 (VIII)(E)(4) of the revised Listing agreement effective October 1, 2014, the existing Shareholders'/Investors' Grievance Committee was renamed as Stakeholders' Relationship Committee (SRC) by the Board of Directors in its meeting held on May 15, 2014.

The current Stakeholders' Relationship Committee (SRC) of your Company consists of Mr C Dasgupta, Mr. R V Gupta and Ms. Sudha Ravi, Independent Director(s) and Mr. Yashwant Singh Yadav, Director - HR & Corporate Affairs.

Mr. C. Dasgupta, an Independent Non-Executive Director is the Chairman of the SRC and the Company Secretary of the Company acts as the Secretary of the SRC.

During the year ending December 31, 2014, two meetings i.e. one Shareholders'/Investors' Grievance Committee Meeting on May 15, 2014 and one Stakeholders' Relationship Committee Meeting on November 5, 2014 were held.

M/s Skyline Financial Services Private Limited, New Delhi, is the Registrar & Share Transfer Agent of the Company. The Company has delegated the authority for share transfers to the employee(s) of the Company to ensure that the share transfers are complied regularly. Mr. Pankaj Gupta, Company Secretary is the Compliance Officer of the Company

During the year 2014, Five (5) reminders/complaints were received and all of which have duly been resolved. There are no pending complaints as of December 31, 2014.

6. Corporate Social Responsibility (CSR) Committee

In compliance of Section 135 of the Companies Act, 2013 and rules made thereunder, a Corporate Social Responsibility ("CSR") Committee was constituted by the Board of Directors of the Company in its meeting held on May 15, 2014 to formulate and monitor the CSR policy of the Company. The CSR Committee of your company consists of three directors namely Mr. Rajeev Anand, Vice Chairman & Managing Director, Mr. Yashwant Singh Yadav, Director - HR & Corporate Affairs and Mr. C Dasgupta, an Independent Director.

Mr. Rajeev Anand, Vice Chairman & Managing Director, is the Chairman of the CSR Committee. The Company Secretary acts as the Secretary of the Committee.

During the year ending December 31, 2014, one CSR Committee Meeting was held on June 6, 2014.

The CSR Committee has adopted a policy the objective of which is to increasingly contribute to activities that are beneficial to the society and community at large, chart out a mechanism for undertaking CSR Activities, engage with Company's key stakeholders in matters related to CSR Activities and align/sync the activities undertaken by the Company with the applicable laws. The CSR policy of the Company is available on our website, www.goodyear.co.in <http://www.goodyear.co.in> (in investor relation section)

7. Disclosures

(i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large:

In compliance of applicable laws, your company has formulated a policy on materiality and dealing with related party transactions and details of the policy is available on the website www.goodyear.co.in <http://www.goodyear.co.in> (in investor relation section)

The Company, in its normal course of business, had sale/ purchase transactions with Goodyear South Asia Tyres Private Limited ("GSATPL"), pursuant to an offtake agreement effective April 1, 2012, in terms of Government approval(s) no. 4/202/T-1/2012/D/2157; 4/203/T-1/2012/D/2158 and 4/204/T-1/2012/D/2159 dated July 2, 2012 (read with approval no. 4/369/T-1/2013/D/5916 dated September 6, 2013 and 4/369/T-1/2012/D/10678 dated January 31, 2014) and Members' approval dated May 15, 2014 as required in terms of applicable Government Approval(s); thereafter, pursuant to an offtake agreement effective July 1, 2014, in terms of approval of the Audit Committee and Board of Directors dated July 30, 2014. The latter offtake agreement is being proposed for Members' approval as per revised Clause 49 of the Listing Agreement.

During the year 2014, Mr Rajeev Anand, whole time Managing Director of your Company was also on the Board of GSATPL.

The above materially significant related party transactions may not have potential conflict with the interests of the Company at large.

The disclosure of transactions with the related parties per Accounting Standard 18 is appearing in Note 31 of the notes to financial statements with the Company for the year ended December 31, 2014.

(ii) Details of non-compliance, penalties, strictures by stock exchanges or Securities & Exchange Board of India ("SEBI") or any statutory authority, on any matter related to the capital markets during last three years: None

(iii) Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee

The Business Conduct Manual of GTRC applicable for global operations including your Company, a copy of which is accessible to associates of the Company, inter-alia provides that associates can anonymously report violations by calling on the toll free number mentioned therein. In compliance of applicable provisions of the Companies Act, 2013, rules made there under and Clause 49 of the Listing agreement, the Board of Directors of your Company had approved the Vigil Mechanism (including Whistle Blower Mechanism /Policy). The details of which are appearing on the website www.goodyear.co.in <http://www.goodyear.co.in> (in investor relation section). It is also affirmed that no personnel have been denied access to the Audit Committee.

(iv) Details of compliance with mandatory requirements and adoption of non-mandatory requirements of Clause 49 of the Listing Agreement:

The Company had duly complied with all the mandatory requirements under Clause 49 of the Listing Agreement. The Company had not adopted the non-mandatory requirements as mentioned in Annexure XIII of the said clause except that the Company has separate post for the Chairman as well as the Managing Director and that the Internal Auditor reports directly to the Audit Committee.

(v) Inter-se relationship between Directors of the Company: None

(vi) Disclosure of accounting treatment

Accounting has been done in accordance with applicable accounting standards. There has been no change in accounting policies of the company during the year from the last financial year.

9. Means of Communication

The Company provides unaudited as well as audited financial results to the stock exchanges immediately after being approved by the Board. The quarterly, half yearly and annual results of the Company are published in one English daily newspaper (The Financial Express) and one Hindi newspaper (Jan Satta).

The Company's shareholding pattern, financial results, Code of Conduct, AGM Notice, Annual Reports, details of unclaimed dividends under the head - Investor Education Protection Fund ("IEPF"), Corporate Governance Reports, Corporate Social responsibility Policy, Details of familiarization programmes for Independent Directors, Vigil Mechanism (including Whistle Blower Mechanism / Policy), Terms and Conditions for appointment of an Independent Director, Policy on Dealing with related Party Transactions, Investor Contact details etc and other information as required under applicable provisions of the Companies Act, 2013 read with rules made thereunder and Listing Agreement including clause 53 and 54 are being displayed at Company's website www.goodyear.co.in <http://www.goodyear.co.in> (in investor relation section) under the head 'Investor Relations'. In compliance of the provisions as contained under Clause 52 of the Listing Agreement, certain documents/information relating to the Company is also accessible on the website www.corpfiling.co.in <http://www.corpfiling.co.in>.

No presentations were made by the Company to the analysts or to the institutional investors.

10. General Shareholders Information

(i) AGM: Date, Time and Venue

June 26, 2015 (Friday), 11.30 A.M and Magpie Tourism Complex, Sector 16A, Faridabad-121002, Haryana.

(ii) Financial Year : January 1 to December 31

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

(iii) Date of Book Closure : 13 June 2015 to 26 June 2015 (both days inclusive)

(iv) Dividend Payment Date : On or after June 26, 2015 but within the statutory time limit of 30 days.

(v) Listing on Stock Exchanges : BSE Limited (BSE) Phiroze Jeejeebhoy Tower Dalal Street, Mumbai-400 001. Listing fees up to 2014-2015 duly paid

(vi) Stock Code : BSE- 500168

(ix) Registrar & Share Transfer Agent:

M/s Skyline Financial Services Private Limited, D-153/A, 1st Floor, Okhla Industrial Area Phase-1, New Delhi -110 020.  Email: admin@skylinerta.com <mailto:admin@skylinerta.com> Phone: +9111-26812682, 83 +9111-64732681

(x) Share Transfer System

Skyline Financial Services Private Limited, Registrar & Share Transfer Agent ("RTA") of the Company looks after share transfer, transmission, transposition, dematerialization and re-materialization of shares, issue of duplicate share certificates, split and consolidation of shares etc. on regular basis in compliance of various provisions of the laws, as applicable.

(xii) Dematerialization of shares and liquidity:

As on December 31, 2014, total 2,30,66,507 equity shares of face value of Rupees 10 each are listed at BSE. As on December 31, 2014, 96.64% of the Company's total Share Capital was held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).

(xiii)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.

(xiv) Plant location : Mathura Road, Ballabgarh, (Dist. Faridabad) - 121 004. Haryana  

(xv) Corporate Office : 1 Floor, ABW Elegance lower, Plot No. 8, Commercial Centre Jasola, New Delhi - 110025.

Investors' Correspondence :

Skyline Financial Services Private Limited, D -153/A,  may be Addressed to 1st floor, Okhla industrial Area Phase -1, New Delhi -110 020  Website E-mail Id  www.goodyear.co.in <http://www.goodyear.co.in>  goodyearindia _investorcell@ goodyear.com

(xvi)Investor Education Protection Fund ("IEPF")

In compliance with the Ministry of Corporate Affairs ("MCA") notification dated May 10, 2012 related to IEPF where MCA had notified rules for the uploading of information regarding unpaid and unclaimed amounts lying with the companies. The Company had furnished the same to MCA and uploaded the same on Company's website (www.goodyear.co.in <http://www.goodyear.co.in>) as well as on the IEPF website (www.iepf.gov.in <http://www.iepf.gov.in>). Also, the unclaimed dividend for the year 2007, which was declared by the members of the Company on May 16, 2008, was transferred to unpaid dividend account as per the provisions of applicable law. On expiry of a period of seven years on 17 June 2015, it will be due tor transfer to IEPF. Kindly note that the once the amount is transferred to the IEPF, no claims shall lie against the Company.

2. Management Discussion and Analysis Report

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.

13. CEO/CFO Certificate

In terms of the requirement of the Clause 49(IX) of the Listing Agreement, the certificates from CEO/CFO had been obtained.

On behalf of the Board of Directors

Rajeev Anand

Vice Chairman & Managing Director  

(DIN:02519876)  

Place : New Delhi  

Date : February 27, 2015