FUTURE MRF Directors Report

Dear Members,

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

Working of the Company

Financial Results

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

(Rs. Crore)

2013-14 2012-13

Total Income 14714 13482

Profit before tax 1339 1227

Provision for taxation 441 425

Net Profit 898 802

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

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

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

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

Industrial Relations

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

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

Exports

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

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

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

Prospects for the Current Year

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

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

Directors'' Responsibility Statement

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

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

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

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

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

Subsidiaries

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

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

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

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

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

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

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

Board

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

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

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

Corporate Governance

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

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

Particulars of Employees

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

Deposits

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

Awards received during the year

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

Auditors

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

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

Cost Audit

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

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

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

Appreciation

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

On behalf of the Board of Directors,

Chennai K M MAMMEN

26th November, 2014 Chairman & Managing Director

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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