1.  We have audited the attached Balance Sheet of Goodyear India
 Limited (the Company) as at December 31, 2012, and the related
 Statement of Profit and Loss and Cash Flow Statement for the year ended
 on that date annexed thereto, which we have signed under reference to
 this report. 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 the 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, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India
 in terms of sub-section (4A) of Section 227 of ''The Companies Act,
 1956'' of India (the ''Act'') and on the basis of such checks of the
 books and records of the Company as we considered appropriate and
 according to the information and explanations given to us, we give in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 Act;
 
 (e) On the basis of written representations received from the
 directors, as on December 31, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on December 31,
 2012 from being appointed as a director in terms of clause (g) of sub-
 section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to Auditors'' Report
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Goodyear India Limited on the financial statements as of and
 for the year ended December 31, 2012
 
 i.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of three years which, in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies have been noticed on such verification.
 
 (c) In our opinion, and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 ii.  (a) The inventory including stocks with third parties has been
 physically verified by the Management during the year. In our opinion,
 the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory 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 inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii. (a) The Company has not granted/taken any loans, secured or
 unsecured, to companies, firms or other parties covered in the register
 maintained under Section 301 of the Act. Therefore, the provisions of
 Clause 4(iii)(b),(c) and (d) /(f) and (g) of the said Order are not
 applicable to the Company.
 
 iv.  In our opinion, and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across, nor have been
 informed of, any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 v.  (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 vi.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 viii.  We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, 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) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing undisputed statutory dues in respect
 of income tax, employee provident fund and employees'' state
 insurance, though there has been a slight delay in a few cases, and is
 regular in depositing undisputed statutory dues, including investor
 education and protection fund, wealth tax, service tax, customs duty,
 and other material statutory dues, as applicable, with the appropriate
 authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of wealth-tax,
 and customs duty which have not been deposited on account of any
 dispute. The particulars of dues of income tax, sales tax, service tax
 and excise duty as at December 31, 2012 which have not been deposited
 on account of a dispute, are as follows:
 
 Sr 
 No.  Name of the          Nature of dues      Period to which the
      statute                                  amount relates
 
 1    Central and State    Sales Tax/          1979-1980 
      Sales Tax Acts       Value Added Tax     1985-1987 1995-2005
                                               2006-2010 2012-2013
 
                                               1992-1993 2004-2005
                                               2008-2009
 
                                               1978-1979 1987-1988
 
 2    The Central          Excise Duty         2006-2011
      Excise Act, 1944 
                                               1997-1998 2000-2001
                                               2005-2011
 
                           Service Tax         2007-2010
 
                                               2004-2009
 
 3    The Income           Income Tax          Assessment Year 
      Tax Act, 1961                            2007-2009
 
 Name of the Statute       Amount     Forum where the dispute is pending
                          (Rs. in 
                           Lacs)
 
 Central and State 
 Sales Tax Acts              669      First level of Appellate Authority
                                      i.e. Assistant Commissioner/Deputy
                                      Commissioner/Joint Commissioner/
                                      Commissioner/Commercial Taxes 
                                      Appellte and Revisional Board
  
                              25      Sales Tax Tribunal
 
                               8      High Court
 
 The Central Excise 
 Act, 1944                    28      Commissioner (Appeals)
 
                             539      The Customs, Excise and Service Tax
                                      Appellate Tribunal (CESTAT)
 
                              26      Commissioner (Appeals)
 
                              70      The Customs, Excise and Service 
                                      Tax Appellate Tribunal (CESTAT)
 
 The Income Tax Act,1961   1,010      The Income Tax Appellate Tribunal.
                                     (Rs. 102.51 lakhs paid under protest
                                      subsequently in January/February 
                                      2013)
 
 x.  The Company has no accumulated losses as at the end of the
 financial year and it has not incurred any cash losses in the financial
 year ended on that date or in the immediately preceding financial year.
 
 xi.  As the Company does not have any borrowings from any financial
 institution or bank nor has it issued any debentures as at the balance
 sheet date, the provisions of Clause 4(xi) of the Order are not
 applicable to the Company
 
 xii. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Therefore, the provisions of Clause 4(xii) of the Order are not
 applicable to the Company
 
 xiii.  As the provisions of any special statute applicable to chit
 fund/ nidhi/ mutual benefit fund/ societies are not applicable to the
 Company, the provisions of Clause 4(xiii) of the Order are not
 applicable to the Company
 
 xiv. In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of Clause 4(xiv) of the Order are not applicable to the
 Company
 
 xv.  In our opinion, and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company
 
 xvi. The Company has not raised any term loans. Accordingly, the
 provisions of Clause 4(xvi) of the Order are not applicable to the
 Company
 
 xvii.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that the no funds raised on short-term basis have been used for
 long-term investment.
 
 xviii.The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.  Accordingly, the provisions of Clause
 4(xviii) of the Order are not applicable to the Company
 
 xix. The Company has not issued any debentures during the year and does
 not have any debentures outstanding as at the beginning of the year and
 at the year end. Accordingly, the provisions of Clause 4(xix) of the
 Order are not applicable to the Company
 
 xx.  The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of Clause 4(xx) of the Order are not
 applicable to the Company
 
 xxi. During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of any such case by the Management.
 
                                  For Price Waterhouse & Co., Bangalore
 
                                      Firm Registration Number: 007567S 
 
                                                  Chartered Accountants
 
                                                         Avijit Mukerji
 
 Place: New Delhi                                               Partner
 
 Date: February 27, 2013                     Membership Number : 056155