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Goodyear India Ltd. Proxy Solicitation & Information Statement 2024

Sep 23, 2024

61590_rns_2024-09-23_730d4e7e-cffe-4dc2-a0ee-842044ccb0ca.pdf

Proxy Solicitation & Information Statement

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September 23, 2024

To The Dept. of Corporate Services BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

Scrip Code: 500168 ISIN: INE533A01012

Sub : Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

Dear Sir(s),

Pursuant to the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, please find enclosed the Postal Ballot Notice dated September 12, 2024 along with an explanatory statement with respect to special business(es) to be passed as Ordinary Resolution(s) through postal ballot for seeking the approval of Members of the Company, by way of remote e-voting process for the appointment of:

  • (i) Mr. Gajender Singh (DIN: 10681092), as a Whole Time Director (Key Management Personnel) of the Company, liable to retire by rotation, for a term of 5 (five) consecutive years effective from September 02, 2024 on such terms and conditions including remuneration as given in the Postal Ballot Notice; and

  • (ii) Mr. Santosh Kumar (DIN: 09687204) as a Whole Time Director (Key Management Personnel) of the Company, liable to retire by rotation, for a term of 5 (five) consecutive years effective from November 01, 2024 on such terms and conditions including remuneration as given in the Postal Ballot Notice

In conformity with the requirements, the said Notice is being sent only through electronic mode to those members whose names appear as on Cut-off date i.e. Wednesday, September 18, 2024, in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories and whose email ID’s were registered with the Company and/or with the depository.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The remote e-voting period shall be available from 9:30 A.M. (IST) on September 25, 2024 upto 5:00 P.M. (IST) on October 24, 2024, thereafter remote e-voting module will be blocked and voting shall not be allowed beyond said time. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.

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This Postal Ballot Notice containing the proposed resolution(s) is also available on the website of the Company at www.goodyear.co.in/investor-relations and on the website of NSDL at www.evoting.nsdl.com.

We request you to take the above information on record.

Thanking you.

Yours sincerely, For Goodyear India Limited

ANUP Digitally signed by ANUP KARNWAL KARNWAL Date: 2024.09.23 14:18:32 +05'30' Anup Karnwal Company Secretary & Compliance Officer Membership No.: A19786

Encl.: as above

Cc:

National Securities Depository Limited 4th Floor, ‘A” Wing, Trade World, Kamala Mills Compounds, Lower Parel, Mumbai – 400 013

Central Depository Services (India) Limited Marathon Futurex, A-Wing, 25[th] Floor, NM Joshi Marg, Lower Parel, Mumbai-400013

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GOODYEAR INDIA LIMITED

(CIN: L25111HR1961PLC008578) Registered Office: Mathura Road, Ballabgarh, (Dist. Faridabad)-121004, Haryana, India Telephone: 0129-6611000 E-mail: [email protected], Website: www.goodyear.co.in

POSTAL BALLOT NOTICE

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and applicable circulars issued by the Ministry of Corporate Affairs, Government of India]

DEAR MEMBER(S),

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) as amended from time to time, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and other applicable provisions, if any, of the Act, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”), inter-alia, for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 09/2023 dated September 25, 2023 and other relevant circulars (hereinafter collectively referred to as “MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR), 2015”) as amended from time to time, and as per Secretarial Standard-2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”), as amended, and pursuant to other applicable provisions, if any, for the time being in force, for the resolutions as set out in this Postal Ballot Notice (“Notice”) to be passed by Members of Goodyear India Limited (“the Company”) as Ordinary Resolutions by means of Postal Ballot through voting by electronic means only (“remote e-voting”)

In compliance with MCA Circulars, this Notice along with the explanatory statement is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Wednesday, September 18, 2024 (“Cut-off date”). If Member’s e-mail address is not registered with the Company/

Depositories, then please follow the process provided in the Notes forming part of this notice to receive this Postal Ballot Notice, login ID and password for remote e-voting. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.

In compliance with Regulation 44 of the SEBI (LODR), 2015, as amended from time to time, the Company has provided the facility of voting by electronic means (Remote E-voting) through NSDL platform to enable the Members to cast their votes electronically.

The Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The explanatory statement pursuant to Section 102(1) and 110 of the Act, SS-2 and Regulation 17(11) and 36(3) of the SEBI LODR, 2015, as amended, and other applicable provisions of the Act and/or the Regulations, pertaining to the said resolutions setting out all the material facts and the reasons / rationale thereof, is also appended and forms an integral part of this notice.

Pursuant to Rule 22(5) of the Rules, the Board of the Directors of the Company has appointed APAC & Associates LLP, Company Secretaries (ICSI Unique Code – P2011DE025300) represented by Mr. Chetan Gupta, Partner, (COP No. 7077), as the Scrutinizer for conducting the Postal Ballot through Remote E-voting process in a fair and transparent manner.

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The remote e-voting period will commence at 09:30 A.M. (IST) from Wednesday, September 25, 2024 and end on Thursday, October 24, 2024 at 5:00 P.M. (IST). Thereafter, the Remote E-voting will be blocked, and voting shall not be allowed beyond the said time. Based on the Scrutinizer’s Report, the Results of Remote E-voting will be declared by the Chairman of the Company or in his absence, any person authorised by him in writing within 48 hours from the conclusion of the Remote E-voting period.

The results along with the Scrutinizer’s Report shall be displayed at the Registered Office and the Corporate Office of

the Company. The declared Result, along with the Scrutinizer’s Report, will be available forthwith on the Company’s website at www.goodyear.co.in/investor-relations and will also be forwarded to the BSE Limited, where the Company’s shares are listed. NSDL, engaged by the Company for facilitating Remote E-voting, will also display the Result on its website at www.evoting.nsdl.com.

The last date of e-voting, i.e. Thursday, October 24, 2024, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority.

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SPECIAL BUSINESS(ES)

Item No. 1

To approve the appointment of Mr. Gajender Singh (DIN: 10681092), as a Whole Time Director of the Company

subject to a ceiling on increment of 15% in a year over the existing Salary and Allowance.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 152, 160, 161 of the Companies Act, 2013 (“the Act”) read with rules made thereunder and other applicable provisions of the Act, if any, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force), relevant articles of the Article of Association of the Company, Nomination and Remuneration Policy of the Company and based on recommendation of the Nomination and Remuneration Committee, Mr. Gajender Singh (DIN: 10681092), who was appointed as an Additional Director of the Company in the category of Executive Director by the Board of Directors with effect from September 02, 2024 and in respect of whom the Company has received notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.

FURTHER RESOLVED THAT pursuant to the provisions of Section 179, 190, 196, 197, 198, 203, Schedule V of the Act read with rules made thereunder and other applicable provisions of the Act, if any, and in terms of Regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement), Regulations 2015 and any other applicable provisions (including any statutory modification (s) or reenactment (s) thereof for the time being in force), and based on recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Gajender Singh (DIN: 10681092), be and is hereby appointed as a Whole Time Director of the Company for a period of 5 years w.e.f. September 02, 2024, who is liable to retire by rotation on such terms & conditions including remuneration as given below:

Salary: Not exceeding INR 4,20,000/- (Rupees Four Lakhs Twenty Thousand only) per month.

Allowances: Not exceeding INR 3,50,000/- (Rupees Three Lakhs Fifty Thousand only) per month.

With increments as per the Company’s Policy and as may be determined by the Board of Directors, from time to time,

Perquisites:

In addition to the salary as above, expenses incurred by the Company on perquisites shall be restricted to the following:

  • (i) Housing Facility: 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 the ceiling of 60% of the basic salary.

  • (ii) Personal Accident, Medical and Term Life Insurance Premium in accordance with the policies/ rules of the Company.

  • (iii) Encashment of leave: Encashment of leave, as per the policies/ rules of the Company.

  • (iv) Company Car with drivers for use on Company’s business and personal use as per the policy/rules of the Company.

  • (v) Bonus: Performance Bonus including Pay for Performance Bonus and incentive(s), special sign on bonus as per policy/rules of the Company.

  • (vi) Participation in all/any Performance Stock Unit Plans of the Company and Goodyear Tire & Rubber Company.

  • (vii) Medical Allowance: As per the Policy of the Company

  • (viii) Reimbursement of communication expenses on mobile, data card and residential land line with broadband as per policy/rules of the Company.

  • (ix) Contribution to Provident Fund and National Pension Scheme: Contribution to Provident Fund and National Pension Scheme to the extent these either singly or put together are not taxable under the Income tax Act, 1961. Provided that any contribution made as per the Company’s rules applicable for other Senior Management Staff of the Company, which is in excess of the exemption limit prescribed under the Income Tax Act, 1961 would be included for computation of tax.

  • (x) Gratuity: as per the applicable laws and policies/ rules of the Company.

The above perquisites and allowances shall be evaluated as per Income-Tax Act 1961 and rules made thereunder, wherever

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applicable. In the absence of any such rules, these shall be evaluated at actual cost.

FURTHER RESOLVED THAT the Board of Directors be and are hereby authorized to vary, alter terms of appointment (including change in designation), enhance, or widen the scope of remuneration (including Fixed Salary, Incentives & Increments thereto) payable to Mr. Gajender Singh during his tenure as Whole Time Director of the Company to the extent permitted under Section 197 read with Schedule V of the Act and other applicable provisions, if any, of the Act, without being required to seek any further consent or approval of the Member (s) of the Company provided that any such variation in remuneration shall not exceed any amount permitted to be paid to Mr. Gajender Singh, as specified in the resolution above.

FURTHER RESOLVED THAT in terms of applicable provisions and Schedule V of the Act wherein any Financial Year during the currency of tenure of Mr. Gajender Singh, the Company has no profits or its profits are inadequate, the Company may pay the remuneration to Mr. Gajender Singh in his professional capacity, within the limits as set out under Schedule V to the Act (including any statutory modification (s) or re-enactment) as the minimum remuneration, subject to necessary approvals and compliances as per the applicable provisions of the Act, if any.

FURTHER RESOLVED THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director (s) or Company Secretary to give effect to the aforesaid resolution.”

Item No. 2

To approve the appointment of Mr. Santosh Kumar (DIN: 09687204), as a Whole Time Director of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 179, 190, 196, 197, 198, 203, Schedule V of the Companies Act, 2013 (“the Act”) read with rules made thereunder and other applicable provisions of the Act, if any, SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force), relevant articles of the Articles of Association of the Company, Nomination and Remuneration Policy of the Company and based on recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Santosh Kumar (DIN: 09687204), in respect of whom the Company has received notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Whole Time Director of the Company for a period of 5 years w.e.f. November 01, 2024, who is liable to retire by rotation on such terms & conditions including remuneration as given below:

Salary: Not exceeding INR 21,59,415/- (Rupees Twenty-One Lakhs Fifty-Nine Thousand Four Hundred Fifteen only) per month.

Allowances: Not exceeding INR 6,18,785/- (Rupees Six Lakhs Eighteen Thousand Seven Hundred Eighty-Five Only) per month.

With increments as per the Company’s Policy and as may be determined by the Board of Directors, from time to time, subject to a ceiling on increment of 15% in a year over the existing Salary and Allowance.

Perquisites:

In addition to the salary as above, expenses incurred by the Company on perquisites shall be restricted to the following:

  • (i) Housing Facility: 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 the ceiling of 60% of the basic salary.

  • (ii) Personal Accident, Medical and Term Life Insurance Premium in accordance with the policies/ rules of the Company.

  • (iii) Encashment of leave: Encashment of leave, as per the policies/ rules of the Company.

  • (iv) Company Car with drivers for use on Company’s business and personal use as per the policy/rules of the Company.

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  • (v) Bonus: Performance Bonus including Pay for Performance Bonus and incentive(s), special sign on bonus as per policy/rules of the Company.

  • (vi) Participation in all/any Performance Stock Unit Plans of the Company and Goodyear Tire & Rubber Company.

  • (vii) Medical Allowance: As per the Policy of the Company

  • (viii) Reimbursement of communication expenses on mobile, data card and residential land line with broadband as per policy/rules of the Company.

  • (ix) Contribution to Provident Fund and National Pension Scheme: Contribution to Provident Fund and National Pension Scheme to the extent these either singly or put together are not taxable under the Income tax Act, 1961. Provided that any contribution made as per the Company’s rules applicable for other Senior Management Staff of the Company, which is in excess of the exemption limit prescribed under the Income Tax Act, 1961 would be included for computation of tax.

  • (x) Gratuity: as per the applicable laws and policies/ rules of the Company.

The above perquisites and allowances shall be evaluated as per Income-Tax Act 1961 and rules made thereunder, wherever applicable. In the absence of any such rules, these shall be evaluated at actual cost.

(including change in designation), enhance, or widen the scope of remuneration (including Fixed Salary, Incentives & Increments thereto) payable to Mr. Santosh Kumar during his tenure as Whole Time Director of the Company to the extent permitted under Section 197 read with Schedule V of the Act and other applicable provisions, if any, of the Act, without being required to seek any further consent or approval of the member (s) of the Company provided that any such variation in remuneration shall not exceed any amount permitted to be paid to Mr. Santosh Kumar, as specified in the resolution above.

FURTHER RESOLVED THAT in terms of applicable provisions and Schedule V of the Act wherein any Financial Year during the currency of tenure of Mr. Santosh Kumar, the Company has no profits or its profits are inadequate, the Company may pay the remuneration to Mr. Santosh Kumar in his professional capacity, within the limits as set out under Schedule V to the Act (including any statutory modification (s) or re-enactment) as the minimum remuneration, subject to necessary approvals and compliances as per the applicable provisions of the Act, if any.

FURTHER RESOLVED THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director (s) or Company Secretary to give effect to the aforesaid resolution.”

FURTHER RESOLVED THAT the Board of Directors be and are hereby authorized to vary, alter terms of appointment

By Order of the Board For and on behalf of Goodyear India Limited

Anup Karnwal

Date: September 12, 2024 Place: New Delhi

Company Secretary & Compliance Officer Membership No.- A19786

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NOTES:

  1. The Explanatory Statement pursuant to Sections 102(1) and 110 of the Act read with SS-2 and Regulation 17(11) and 36(3) of SEBI LODR, 2015 as amended, setting out all material facts in respect of the Special Businesses annexed hereto and forms part of this Notice.

  2. The relevant documents referred to in the Notice and the Explanatory Statement would be available for inspection at the Registered Office of the Company (11:00 A.M to 1:00 P.M IST) on any working day, excluding Saturday, up to closure of remote e-voting period on October 24, 2024.

  3. In accordance with the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear as on the cutoff date i.e. Wednesday, September 18, 2024, in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories and who have registered their e-mail addresses with the Company or with the Depository Participant. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

  4. In compliance with Sections 108 and 110 of the Act and Rules made thereunder, the Company has provided the facility to the members to exercise their votes electronically through Remote E-voting facility provided by NSDL. The instructions for electronic voting are annexed to this Postal Ballot Notice.

  5. Dispatch of the Notice shall be deemed to be completed on the day on which the Company sends out the communication for the postal ballot process by e-mail to the members of the Company. The Remote E-voting period shall commence at 9:30 A.M. (IST) on Wednesday, September 25, 2024 upto Thursday, October 24, 2024 at 5:00 P.M., thereafter, remote e-voting module will be blocked and voting shall not be allowed beyond said time. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off date, i.e. September 18, 2024, may cast their vote electronically only. Once a Member casts the vote on the Resolution, it cannot be modified subsequently.

  6. Members who have not registered their email address with the Company or RTA or their Depository Participant

(“DP”), are requested to complete their email registration process as under:

  • (i) Members holding shares in physical form and whose email addresses are not registered with the Company, may register their email address by sending scanned copy of a signed request letter mentioning the name, folio number and complete address along with the self-attested scanned copy of the PAN Card; and self-attested scanned copy of any document (such as AADHAR Card, Driving Licence, Election Identity Card, Passport) in support of the address of the member as registered with the Company, to the email address of the Company at [email protected] or to the RTA at [email protected].

  • (ii) Members holding shares in demat form can update their email address with their Depository Participant (“DP”).

  • Resolutions passed (if passed by requisite majority) by the Members through Postal Ballot are deemed to have been passed at a General Meeting of the Members convened in that behalf.

  • Voting rights of the members shall be reckoned in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting. Please note that those members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories, are also entitled to vote in relation to the resolution as set out in this Notice.

  • The Postal Ballot Notice will also be available on the website of the Company at www.goodyear.co.in/ investor-relations, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and the website of NSDL at www.evoting.nsdl.com.

  • APAC & Associates LLP, Company Secretaries (ICSI Unique Code – P2011DE025300) represented by

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Mr. Chetan Gupta, (COP No. 7077), Partner, has been appointed as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and his decision on the validity of the voting will be final.

  1. The Scrutinizer shall, immediately after the conclusion of voting through remote e-voting unblock the votes cast through Remote E-voting and make a scrutinizer’s report of the total votes cast in favour and against, if any, and submit his report to the Chairman of the Company or any person authorised by him, within 48 hours from the conclusion of the Remote E-voting period. The declared Results along with the Scrutinizer’s Report will be submitted to the BSE Limited and displayed on the Notice Board of the Company at its Registered Office and Corporate Office and also available on the -

Company’s website at www.goodyear.co.in/investor relations. NSDL, engaged by the Company for facilitating e-voting, will also display the Results on its website at www.evoting.nsdl.com.

  1. Additional information pursuant to Regulation 36(3) of the SEBI (LODR) 2015, as amended and SS-2 issued by ICSI pertaining to the Directors proposed to be appointed vide Items as provided in the Notice is provided in “Annexure A” to this Notice. The proposed Directors has furnished the requisite consents/ declarations for his appointment.

  2. The voting for this Postal Ballot cannot be exercised through proxy.

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING:

  • I. In compliance with Regulation 44 of the SEBI (LODR) 2015, as amended and in terms of Sections 108, 110 and other applicable provisions of the Act read with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014, read with SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 09, 2020 and SS-2 issued by the ICSI, the Company is pleased to provide Remote E-voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL.

  • (a) The process and manner of remote e-Voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

  • (A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders Login Method Login Method
Individual Shareholders
holding securities
in demat mode with
NSDL.
1.
2.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either
on a Personal Computer or on a mobile. On the e-Services home page click on the“Benefcial Owner”
icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing
User ID and Password. After successful authentication, you will be able to see e-Voting services under
Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see
e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed
to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.
com. Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp

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Type of shareholders Login Method
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Type of shareholders Login Method Login Method Login Method
3.
4.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.
nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the
QR code mentioned below for seamless voting experience.
Individual Shareholders
holding securities in
demat mode with CDSL
1.
2.
3.
4.
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
password. Option will be made available to reach e-Voting page without any further authentication.
The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click
on login icon & New System Myeasi Tab and then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for
casting your vote during the remote e-Voting period. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN
No. from a e-Voting link available on www.cdslindia.comhome page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where the evoting is in progress and also
able to directly access the system of all e-Voting Service Providers.
Individual
Shareholders (holding
securities in demat
mode) login through
their depository
participants
You can also login using the login credentials of your demat account through your Depository Participant
registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting
option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider
i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request at [email protected] call at 022 - 4886 7000
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a
request at [email protected] contact at toll free no. 1800 22 55 33

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  • (B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:

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Manner of holding Your User ID is:
shares i.e. Demat
(NSDL or CDSL)
or Physical
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Manner of holding
shares i.e. Demat
(NSDL or CDSL)
or Physical
Your User ID is:
a) For Members
who hold
shares in
demat account
with NSDL.
8 Character DP ID followed by
8 Digit Client ID
For example, if your DP ID
is IN300 and Client ID is
12
then your user ID is
IN300
12**.
b) For Members
who hold
shares in
demat account
with CDSL.
16 Digit Benefciary ID
For example, if your
Benefciary ID is
12** then your
user ID is 12**
c) For Members
holding shares
in Physical
Form.
EVEN Number followed by
Folio Number registered with
the company.
For example, if folio number
is 001 and EVEN is 101456
then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. (i) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. (ii) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. (iii) How to retrieve your ‘initial password’?

    • (a) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (b) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to Chetan.gupta@ apacandassociates.com with a copy marked to evoting@ nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

  2. In case of joint holders, the shareholder whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

  3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Sr. Manager, NSDL, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 at [email protected]. Members may also write to the Company Secretary at the Company’s email address at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  • (a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to the Company at [email protected] or to the RTA at [email protected].

  • (b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to the Company at goodyearindia_investorcell@ goodyear.com or to the RTA at [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for

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e-Voting for Individual shareholders holding securities in demat mode.

  • (c) Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  • (d) In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

SHAREHOLDER SERVICES

  1. In accordance with the proviso to Regulation 40(1) of the SEBI LODR, 2015, as amended from time to time, read with SEBI circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022, transfer of securities of the Company including transmission and transposition requests shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, Members holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, eliminate all risks associated with physical holding.

  2. Members are requested to provide/update their name, postal address, email address, telephone/mobile numbers, PAN linked with Aadhar, Bank mandate, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.

  3. (a) For shares held in physical form: to the Company’s RTA in prescribed Form ISR-1 and other forms as available on the website of the Company pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/ SECFATF/P/ CIR/2023/169 dated October 12, 2023

  4. (b) For shares held in electronic form: to their Depository Participant.

  5. Members of the Company are informed that pursuant to the applicable provisions of the Act, the dividends that remain unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the unpaid

  6. dividend account and underlying equity shares on which dividend remain unpaid/unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (“IEPF”) Authority established by the Central Government. and Members who have not encashed their dividend warrant(s) are requested in their own interest to write to the Company / RTA immediately claiming the Dividend(s) declared by the Company pertaining to the Financial Year ended March 31, 2017 to the Financial Year ended March 31, 2024. Kindly note that once the amount and/or shares is transferred to the IEPF Authority, no claims shall lie against the Company. However, the Members can claim such amount and shares from the Authority in the manner prescribed in IEPF Rules.

  7. For Members holding shares in physical form, SEBI has mandated the submission of PAN linked with Aadhar, KYC details vide its master circular SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated May 07, 2024 read with SEBI/HO/MIRD/POD-1/P/CIR/2024/81 dated June 10, 2024. In case any of the aforesaid documents/ details are not available in the record of the Company/ RTA, the Member shall not be eligible to lodge a grievance or avail any service request from the RTA until they furnish complete KYC details/ documents. Members holding shares in electronic form are requested to submit/ update their PAN to their Depository Participants.

For consolidation of share certificates, Members holding shares in physical form, in identical order of names, in more than one folio are requested to send the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio to the Company or RTA. Requests for consolidation of share certificates shall only be processed in dematerialized form.

Nomination facility as per the provisions of Section 72 of the Act, is available for the Members in respect of the shares held by them. Members may nominate a person in respect of all the shares held by them severally or jointly. Members holding shares in physical form and who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit

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the same in Form ISR-3 or SH-14 as the case may be. The said forms are available on the Company’s website at https://www.goodyear.co.in/investor-relations. Members holding shares in demat form may approach their respective DPs for completing the nomination formalities.

  1. SEBI vide Master Circular SEBI/HO/OIAE_IAD-1/P/ CIR/2023/145 dated August 11, 2024, has established a

common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market.

Pursuant to above mentioned circular, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 1

The Board of Directors, at its meeting held on August 14, 2024, on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of Section 161 (1) of the Act read with Article 92 of the Articles of Association of the Company, appointed Mr. Gajender Singh (DIN: 10681092) as an Additional Director in the category of Executive Director on the Board of the Company with effect from September 02, 2024. Further, the Board of Directors, at the same meeting, also appointed Mr. Gajender Singh as the Whole Time Director of the Company, for a period of five (5) years w.e.f. September 02, 2024, who is liable to retire by rotation, on such terms & conditions including remuneration as mentioned in the resolution subject to shareholders approval.

Basis the consent, disclosure of interest and declarations received from Mr. Singh and in the opinion of Nomination and Remuneration Committee and the Board of Directors, Mr. Singh is eligible for appointment as Director and is not debarred from holding the office of Director pursuant to any SEBI order or any other such statutory authority. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. Singh all necessary statutory disclosures /declarations including declaration under Part-1 of Schedule V and Section 196(3) of the Act confirming the satisfaction of all the conditions mentioned thereunder for such appointment as Whole Time Director.

Mr. Singh is Post Graduate Diploma in Materials Management from Indian Institute of Materials Management (IIMM) and has more than two decades of comprehensive experience in Supply Chain. He is with Goodyear for around twelve years in various roles across the Asia Pacific region, including India and has demonstrated proficiency in providing strong leadership in effectively managing supply chain operation including FG & RM across manufacturing sites and distribution centers.

He also has experience in implementing logistics & planning solutions tools and automations (D&A) to enhance operational efficiencies.

During his association with Goodyear, Mr. Singh:

  • (i) ensured uninterrupted business operations amidst global SC disruption and safeguarding customer commitments & service;

  • (ii) engineered the design and optimization of strategic distribution centers, optimizing route-to-market strategies for finished goods;

  • (iii) Established collaborative partnerships with 3PLs and effectively managed contracts to achieve long-term sustainable cost targets;

  • (iv) Implemented real-time visibility systems and enhanced customer service KPI, fostering improved transparency and responsiveness.

Prior to his association with Goodyear, Mr. Singh was associated with Castrol India Ltd. as Manager Logistics Optimization. Mr. Singh has worked with JCB India Ltd., Honda Motor Company and Trelleborg Automotive and Sealing Solution.

It would be in the interest of the Company to continue to avail of his considerable expertise and to appoint Mr. Singh as Whole Time Director of the Company with effect from September 02, 2024 and the same is being placed for the approval of the Members.

The details mentioned in the resolution(s) as well as in the Explanatory Statement may be treated as a written memorandum setting out the Terms and Conditions of the appointment of Mr. Singh as Whole Time Director in terms of Section 190 of the Companies Act read with rules thereunder.

A brief profile and other information as required under Regulation 36 of SEBI (LODR) 2015 and SS-2 issued by ICSI is provided in “Annexure A” to this notice.

Accordingly, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his appointment to the Members for their approval by way of Ordinary Resolution as set out in the accompanying Notice.

Except Mr. Singh, being the appointee, or his relatives, none of the Directors and Key Managerial Personnel (“KMP”) of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out in this Notice.

Further, Mr. Singh is not related to any Director or KMP of the Company.

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Item No. 2

The Board of Directors of the Company on the basis of recommendation of the Nomination and Remuneration Committee, at its meeting held on September 12, 2024 has recommended, the appointment of Mr. Santosh Kumar (DIN: 09687204) as the Whole Time Director of the Company, for a period of five (5) years w.e.f. November 01, 2024, who is liable to retire by rotation, on such terms & conditions including remuneration as mentioned in the resolution subject to shareholders approval.

Basis the consent, disclosure of interest and declarations received from Mr. Kumar and in the opinion of Nomination and Remuneration Committee and the Board of Directors, Mr. Kumar is eligible for appointment as Director and is not debarred from holding the office of Director pursuant to any SEBI order or any other such statutory authority. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. Kumar all necessary statutory disclosures /declarations including declaration under Part-1 of Schedule V and Section 196(3) of the Act confirming the satisfaction of all the conditions mentioned thereunder for such appointment as Whole Time Director.

Mr. Santosh Kumar is the Vice President – Consumer Business at Goodyear India Limited and has over 26 years of experience in Large Multinationals and Indian Corporates. He has extensive expertise in the fields of Sales & Marketing, Business Development, Strategic Planning, Supply Chain Management, Finance and Operations. He is adept in handling P&L roles and delivering profitable growth.

Mr. Kumar holds a Bachelor’s degree in Technology (Mining) from IIT (ISM) Dhanbad and a Post Graduate Diploma in Management from Indian Institute of Management, Lucknow.

Mr. Kumar has previously worked with Knauf India Limited as the Commercial Director responsible for Sales, Marketing, Business Development and Customer Services for India and SAARC countries. He has also worked with Hindware, where he was handling P&L for the Building Products Division; with AkzoNobel India Limited (Formerly ICI India Limited) where he led the Institutional Business, East and North Regions and Customer Marketing and with Orica Mining Services as a National Sales Manager.

It would be in the interest of the Company to continue to avail of his considerable expertise and to appoint Mr. Kumar as Whole Time Director of the Company with effect from November 01, 2024 and the same is being placed for the approval of the Members.

The details mentioned in the resolution(s) as well as in the Explanatory Statement may be treated as a written memorandum setting out the Terms and Conditions of the appointment of Mr. Kumar as Whole Time Director in terms of Section 190 of the Companies Act read with rules thereunder.

A brief profile and other information as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by ICSI is provided in “Annexure A” to this notice.

Accordingly, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his appointment to the Members for their approval by way of Ordinary Resolution as set out in the accompanying Notice.

Except Mr. Kumar, being the appointee, or his relatives, none of the Directors and Key Managerial Personnel (“KMP”) of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out in this Notice.

Further, Mr. Kumar is not related to any Director or KMP of the Company.

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Annexure - A

The details of Directors seeking appointment as per Regulation 36(3) of the SEBI (LODR) 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is appended below:

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Particulars Details of Director Details of Director
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Particulars Details of Director Details of Director
Name Mr. Gajender Singh Mr. Santosh Kumar
Date of Birth April 10, 1979 October 05, 1975
Age (in years) 45 years 49 years
Nationality Indian Indian
DIN 10681092 09687204
Date of frst
Appointment
September 02, 2024 November 01, 2024
Qualifcation Commerce Graduate & PGDMM in Materials
Management from Indian Institute of Materials
Management
PGDM Marketing/Finance from
IIM-Lucknow and B.Tech in Mining
Engineering from Indian Institute of
Technology (ISM) Dhanbad
Brief Resume &
Expertise in specifc
functional area
Mr. Gajender Singh has more than two decades of
comprehensive experience in Supply Chain.
Mr. Singh is with Goodyear for around twelve years
in various roles across the Asia Pacifc region,
including India and has demonstrated profciency
in providing strong leadership in effectively
managing supply chain operation including FG &
RM across manufacturing sites and distribution
centers.
Mr. Singh also has experience in implementing
logistics & planning solutions tools and
automations (D&A) to enhance operational
efciencies.
During his association with Goodyear, Mr. Singh:
(i)
ensured uninterrupted business operations
amidst global SC disruption and safeguarding
customer commitments & service;
(ii) engineered the design and optimization of
strategic distribution centers, optimizing
route-to-market strategies for fnished goods;
(iii) Established collaborative partnerships with
3PLs and effectively managed contracts to
achieve long-term sustainable cost targets;
Mr. Santosh Kumar is the Vice President
– Consumer Business at Goodyear
India Limited and has over 26 years of
experience in Large Multinationals and
Indian Corporates. He has extensive
expertise in the felds of Sales &
Marketing, Business Development,
Strategic Planning, Supply Chain
Management, Finance and Operations.
He is adept in handling P&L roles and
delivering proftable growth.
Mr. Kumar holds a Bachelor’s degree
in Technology (Mining) from IIT (ISM)
Dhanbad and a Post Graduate Diploma
in Management from Indian Institute of
Management, Lucknow.

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Particulars Details of Director Details of Director
----- End of picture text -----

Particulars Details of Director Details of Director
(iv) Implemented real-time visibility systems and
enhanced customer service KPI, fostering
improved transparency and responsiveness.
Prior to Goodyear, Mr. Singh was associated
with Castrol India Ltd. as Manager Logistics
Optimization. Mr. Singh has worked with JCB
India Ltd., Honda Motor Company and Trelleborg
Automotive and Sealing Solution.
Mr. Kumar has previously worked with
Knauf India Limited as the Commercial
Director responsible for Sales, Marketing,
Business Development and Customer
Services for India and SAARC countries.
He has also worked with Hindware, where
he was handling P&L for the Building
Products Division; with AkzoNobel India
Limited (Formerly ICI India Limited) where
he led the Institutional Business, East and
North Regions and Customer Marketing
and with Orica Mining Services as a
National Sales Manager.
Directorships held in
Other Companies in
India
Goodyear South Asia Tyres Private Limited None
Chairman/ Member
of Committee of
the Board of other
Companies in which
they are Directors
Member of CSR Committee of Goodyear South Asia
Tyres Private Limited
None
Names of other listed
entities in which the
person also holds
the directorship and
the membership of
Committees of the
board along with
listed entities from
which the person has
resigned in the past
three years
None None
Shareholding in the
Company
None None
Inter-se Relationship
between Directors,
Manager and other Key
Managerial Personnel
of the company
None None

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Particulars Details of Director Details of Director
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Particulars Details of Director Details of Director
Terms and Conditions
of Appointment /
Re-appointment
and Remuneration
proposed to be paid
Terms and Conditions of the appointment and
remuneration details are given in the Resolution
no. 1 of this Notice.
Terms and Conditions of the appointment
and remuneration details are given in the
Resolution no. 2 of this Notice.
Remuneration Last
Drawn
None None
Number of Board
Meetings Attended
It is proposed to appoint Mr. Gajender Singh as
Director for his frst term on the Board and hence,
these details are not applicable
It is proposed to appoint Mr. Santosh
Kumar as Director for his frst term on the
Board and hence, these details are not
applicable

By Order of the Board For and on behalf of Goodyear India Limited

Date: September 12, 2024 Place: New Delhi

Anup Karnwal Company Secretary & Compliance Officer Membership No.- A19786

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