The Directors have pleasure in presenting the Annual Report and Audited
 Accounts of the Company for the year ended 31st March 2011.
 
 OPERATIONS
 
 Turnover for the year under review was Rs. 5268 Crores registering a
 growth of 33% over the previous year.  Operating profit for the year
 was Rs. 277 Crores and Profit Before Tax was Rs. 92 Crores.
 
 Automobile Sales across the sectors continued to grow robustly
 resulting in higher tyre demand. Spiraling increase in the prices of
 raw material and their availability is a matter of concern for the tyre
 industry.  There was an unprecedented increase in the prices of natural
 rubber and other key raw materials. The prices of natural rubber almost
 doubled during the year. This along with increase in other input costs
 impacted the profitability of the Company. Several measures to improve
 all round operations and cost efficiencies were undertaken. However,
 the revision in selling prices could not keep pace with the abnormal
 increases in costs.
 
 JK Tornel - Mexico, a wholly owned subsidiary of the Company also
 recorded a growth of 29% in turnover, at 3177 Million Pesos (Rs. 1152
 Crores), in face of the slow recovery in South & North American
 markets.
 
 Despite severe cost pressures, operations contributed to the
 profitability of the Company.
 
 With the Indian economy growing at a healthy pace and automobile
 industry making rapid strides, the demand of tyres is expected to
 increase sizably. Your Company has undertaken several expansion
 projects to meet the rising demand for its tyres.
 
 DIVIDEND
 
 Your Directors are pleased to recommend dividend of Rs. 3.00 per Equity
 Share of Rs. 10 each (i.e. 30 %) on the Equity Share Capital of Rs. 41.06
 Crores. The dividend outgo will be Rs. 14.32 Crores (inclusive of
 dividend tax of Rs. 2.00 Crores).
 
 APPROPRIATIONS
 
 The amount available for appropriation, including surplus from previous
 year and debenture redemption reserve no longer required is Rs. 143.44
 Crores. The Directors propose this to be appropriated as under:
 
                                                 (Rs. Crores) 
 General Reserve                                    80.00
 
 Debenture Redemption Reserve                        0.38
 
 Dividend                                           12.32
 
 Corporate Dividend Tax                              2.00
 
 Surplus carried to Balance Sheet                   48.74
 
                                                   143.44
 
 QUALITY – A CREED AT JK TYRE
 
 Commitment to Excellence is one of the core values of your Company.
 It is indeed a matter of great pride that your Company has been awarded
 2010 TPM Excellence Award by JIPM (Japan Institute of Plant
 Maintenance) in one go, outside Japan, for all its manufacturing
 locations. This more than exemplifies our commitment to excellence, in
 our endeavours to produce world-class products and provide pro-active
 service to our valued customers.
 
 Besides maintaining ISO/TS-16949 Quality
 
 Management System for Automotive Industry, JK Tyre ensures highest 
 standards of health,safety and environment, while maintaining 
 operational integrity. Yo u r Company received 
 OHSAS-18001 : 2007 for all its three plants at one go during the year.
 
 Concern for Environment 
 
 JK Tyre has a larger connotation. All our manufacturing facilities are
 non-pollutant, with zero-waste discharge to the public system. Further,
 thousands of trees are planted around our facilities, to not only
 improve the visual environment, but also to improve the quality of air
 around.
 
 State-of-the-art Plant & Machinery which deliver high quality products
 are installed at all JK Tyre plants. Moreover, continuous upgradation
 of existing equipment ensure manufacture of high quality tyres
 incorporating latest technologies.
 
 JK TYRE - MARCHING AHEAD
 
 In face of the challenges in the year, your Company made significant
 strides.
 
 - JK Tyre continues to be Indias No. 1 Truck Bus Radial (TBR)
 manufacturer having crossed 4 million number mark. It has so far
 exported 1 million tyres to the global markets - testimony to the high
 quality of its tubeless TBRs.
 
 - JK Tyre produced 1st time ever in the country, Ultra Large OTR Tyre
 of 12 ft height, weighing 3.6 Tons. This has been delivered to BEML -
 our prime
 
 customer for these tyres. This has reinforced our leadership in the OTR
 segment.
 
 - Capacity expansion of Passenger Car Radials by 5.34 lac tyres p.a.
 became fully operational.
 
 - JK Tyre has been ranked 75th amongst Indias 100 most valuable brands
 2010, in a survey conducted by Indian Council for Market Research
 (ICMR) & 4Ps Magazine. Last year, JK Tyre was selected as Super Brand
 for the years 2009-10 & 2010-11.
 
 EXPANSION PROJECTS
 
 The Company has undertaken several expansion projects to meet the
 growing demand for its tyres.
 
 i) Truck Radials
 
 As reported last year, the expansion project for further enhancing the
 capacity to 10 Lac tyres at the existing facility in Mysore is
 progressing as per schedule and the expanded capacity is expected to be
 available from the 2nd Quarter of the current year.
 
 ii) Passenger Car Radials (PCR)
 
 Project for enhancing Car Radial capacity by 5.34 lac p.a. at Companys
 Banmore Tyre Plant has been completed during the year.
 
 iii) Off The Road Tyres (OTR)
 
 The expansion of OTR capacity was completed during the year which has
 enabled the Company to enhance its OTR range. Ultra Large OTR tyres and
 their supplies have commenced. This further reinforced the Companys
 leadership position in the OTR market, with highest market share.
 
 NEW GREEN SITE PROJECT
 
 Construction at the state-of-the-art radial tyre facility near Chennai
 commenced during the year. This facility slated to produce 25 Lac Car
 Radial tyres and 2 lac Truck / Bus Radials per annum, is expected to go
 on stream during the current year. Financing for this project has
 already been tied up.
 
 With the completion of the above projects, the turnover of the Company
 is expected to increase significantly in the years ahead and reinforce
 JK Tyres standing in the TBR and Car radial segments.
 
 QUALITY - TECHNOLOGY
 
 JK Tyre continues to be on the forefront of developing tyre technology
 in India. It deploys high quality testing equipments and investigative
 tools like Uniformity testing machine for large tyres, first in India,
 or Shearography machine or On-level tyre testing system – first of its
 kind in the world.
 
 Applied research and development work in the field of materials,
 predictive technology, tyre characteristics testing and other allied
 areas are carried out both at its in-house R&D Centres as well as
 through collaborative
 
 research work with premium research and development centres such as
 HASETRI. Your Company has also entered into unique industry academia
 collaboration with IIT Madras and set up a Centre of Excellence for
 vehicle dynamics & tyre mechanics techniques.
 
 JK Tyre Test Track at Chennai provides strategic testing solutions to
 the Company.
 
 QUALITY CUSTOMER SERVICES
 
 At JK Tyre, there is constant endeavour to improve the quality of
 services to our customers. In addition to the wide network of dealers
 across the length and breadth of the country which ensure ready access
 to your Companys products, a chain of 125 ‘Steel Wheels spread over
 75 cities provide wide range of services and tyre care solutions to the
 passenger car tyre customers. Likewise, JK Radial Tyre Care Centres
 set up along the major national highways, facilitate repair and
 servicing including alignment / balancing of Truck/Bus radial tyres.
 This quality service helps customers derive optimum value out of high
 quality JK Truck/Bus radials. Further, providing pre and post sale
 services and technological assistance to the large fleet customers, is
 yet another initiative of the Company, to provide quality services
 under its fleet management programme.
 
 JK TREAD
 
 Retreading services under the brand ‘JK Treads provides end-to-end
 solutions to the customers and act as an enabler to derive enhanced
 value from Companys
 
 commercial tyres, more so JK Truck / Bus radials. Large number of
 franchises have been appointed across the country for retreading both
 bias and radial truck tyres using JK Treads. Steps are underway to
 double the retread capacity to meet the growing demand for these high
 quality treads.
 
 EXPORT
 
 Your Companys export at Rs. 418 Crores was on back of the revival in the
 demand outlook in the international markets from the lows of the
 previous year.
 
 JK Tyre enjoys premium brand status in various international markets
 including the Americas & Australia.  Your Company continues to be a
 significant global player and exports its tyres over 80 countries
 across 6 continents offering wide range of quality products.  Exports
 out of JK Tornel have further strengthened your Companys brand
 standing in the global markets.
 
 MOTORSPORTS
 
 As is well known that JK Tyre has been promoting motorsports in India,
 successfully using it as a plank for its brand promotion. Towards this
 endeavour JK Tyre has acquired the title rights of renowned world
 series Formula BMW Pacific which now will be known as JK Racing Asia
 Series and the race cars will run on JK Tyres. These races will be run
 as support races with some F1 events and will have a large viewership
 
 across the globe.
 
 JK TORNEL
 
 At JK Tornel Plants in Mexico, substantial improvement in the
 operational efficiencies were achieved. During the year, the Plants at
 Mexico manufactured both ‘JK Tyre & ‘Vikrant brand tyres apart from
 its range of ‘Tornel brand tyres. Despite slow down in the American
 markets, sales increased by 29%, a reflection
 
 of increased consumer confidence for ‘Tornel tyres.  The Company
 achieved higher market share in the Mexican replacement market and
 increased its exports to USA and South American countries.
 
 CONSERVATION OF ENERGY ETC.
 
 The details as required under the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules 1988 are annexed - Annexure
 – 1.
 
 DIRECTORS
 
 Shri O.P. Khaitan and Shri Bakul Jain retire by rotation and being
 eligible offer themselves for re-appointment at the Annual General
 Meeting.
 
 The Board of Directors appointed Shri Kalpataru Tripathy, as an
 Additional Director pursuant to Section 260 of the Companies Act, 1956
 with effect from 1st October 2010 on the Board of the Company. In terms
 of Section 260 of the said Act, Shri Tripathy will hold office as a
 Director upto the date of the ensuing Annual General Meeting. The
 Company has received a notice in writing from a member proposing
 candidature of Shri Tripathy for the office of a Director, liable to
 retire by rotation. The Board recommends appointment of Shri Tripathy
 as a Director.
 
 IDBI Bank Ltd. nominated Shri Ashok U. Katra, on the Board of the
 Company w.e.f. 1st November 2010, in place of Dr. T.K. Mukhopadhyay.
 
 Shri G.B. Pande, representative of Life Insurance Corporation of India
 resigned from the Board of the Company consequent upon his appointment
 as Insurance Ombudsman (UP and Uttarakhand) at Lucknow Centre.
 Accordingly, Shri G.B. Pande ceased to be a Director of the Company
 w.e.f. 6th January 2011.
 
 The Board records its deep appreciation for the valuable services
 rendered by Dr. T.K. Mukhopadhyay and Shri G.B. Pande during their
 respective tenures of office.
 
 SUBSIDIARY COMPANIES
 
 The particulars required under the provisions of the Companies Act,
 1956 in respect of the subsidiary companies are appended.
 
 The Statement pursuant to Section 212 of the Companies Act, 1956 read
 with General Circular No. 51/12/2007-CL-III dated 8th February, 2011 of
 the Ministry of Corporate Affairs, containing the details of the 
 Companys subsidiaries is attached.
 
 In terms of the said Circular dated 8th February, 2011, copies of the
 Balance Sheet, Profit & Loss Account, Reports of the Board and the
 Auditors of all the Subsidiary Companies have not been attached to the
 Balance Sheet of the Company. However, the annual accounts of the
 Subsidiary Companies and the related detailed information shall be made
 available to the shareholders of the Company and of the Subsidiary
 Companies seeking such information at any point of time. The annual
 accounts of the Subsidiary Companies are also available for inspection
 by any shareholder at the Head Office of the Company and that of the
 Subsidiary Companies concerned.
 
 AUDITORS
 
 M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire
 and are eligible for re- appointment. The observations of the Auditors
 in their report on Accounts read with the relevant notes are 
 self explanatory.
 
 COST AUDIT
 
 The Audit of the Cost Accounts of the Company for the year ended 31st
 March, 2011 is being conducted by the Cost Auditor and the Cost Audit
 Report will be submitted to the Ministry of Corporate Affairs,
 Government of India.
 
 PARTICULARS OF EMPLOYEES
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act 1956 read with the Companies (Particulars of Employees)
 Rules 1975 as amended regarding employees is annexed to this Report.
 However, as per the provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Report and Accounts are being sent to all
 shareholders of the Company, excluding the aforesaid information. Any
 shareholder interested in obtaining such
 
 particulars may write to the Secretary at the Companys New Delhi
 address.
 
 CORPORATE GOVERNANCE
 
 Your Company reaffirms its commitment to the good corporate 
 governance practices. Pursuant to Clause 49 of the Listing Agreement
 with the Stock Exchanges, a Management Discussion and Analysis, 
 Corporate Governance Report and Auditors Certificate regarding 
 compliance of conditions of Corporate Governance are made a
 part of this Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act 1956, your
 Directors state that :- i) in the preparation of annual accounts, the
 applicable accounting standards have been followed along with proper
 explanation relating to material departures;
 
 ii) the accounting policies have been selected and applied consistently
 and judgments and estimates made 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 or loss of the Company for
 that period;
 
 iii) proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 said 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.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation for the
 continued support and co-operation received from the financial
 institutions, banks, various central and state government agencies, the
 technical collaborators M/s Continental AG – Germany, shareholders,
 suppliers, dealers and in particular the valued customers.
 
 In particular, Directors record their appreciation for the dedication
 and hard work put in by the Team JK Tyre, which has enabled the Company
 to surge ahead in these challenging times.
 
                                              On behalf of the Board
 
 The 24th May, 2011                               H.S. SINGHANIA
 New Delhi                                              CHAIRMAN