We have pleasure in presenting the 26 Annual Report of your Company
together with the Audited Accounts for the financial year ended 31
March 2012. The summarized financial results (stand-alone and
consolidated) are given below in Table 1.
Table 1: Financial Highlights: Stand-Alone and Consolidated
PARTICULARS Standalone Consolidated
2011-12 2010-11 2011-12 2010-11
of excise) 8,900.86 6,388.43 9,784.72 6,614.90
Other Income 65.60 41.09 95.51 67.07
Total Income 8,966.46 6,429.52 9,880.23 6,681.97
Total Expenditure 6,341.71 4,549.82 7,408.31 4,827.74
Operating Profit Before
& Taxes 2,624.75 1,879.70 2,471.92 1,854.23
Interest 1,149.55 736.27 1,234.70 782.15
Depreciation 713.43 518.79 749.14 530.97
Profit Before exceptional
Items & Tax 761.77 624.64 488.08 541.11
Exceptional Items 121.27 41.45 121.27 39.87
Profit Before Tax 640.50 583.19 366.81 501.24
Less: Provision For
- Current Tax (157.64) (78.15) (172.93) (81.16)
- Deferred (102.33) (100.68) (100.97) (97.34)
Profit After Tax 380.53 404.36 92.91 322.74
Share of Profit of
Associates - - 0.08 (10.89)
Minority interest - - - (0.31)
Profit After Tax after
Minority interest 380.53 404.36 92.99 311.54
Previous years figures have been regrouped wherever necessary to
bring them in line with the current years representation of figures
During the financial year, your Company recorded sales of Rs 8,900.86
crore an increase of 39.33% over the previous year and exports
(including incentives) increased by 36.62% to Rs 3,029.55 crore. The
operating profit before tax during the year stood atRs 761.77 crore an
increase of 21.95% over the previous year.
All the divisions of your company recorded growth with lead being taken
by Cotton Yarn, Polyester Yarn, Home Textiles and Apparel Fabrics.
Details of your Companys performance for the year under review are
given in the Management Discussion and Analysis, which forms part
of this Directors Report.
Your Directors have recommended a dividend of Rs 0.30 per equity share
of Rs 10/ - each (previous year Rs 0.25 per share) for the financial year
ended 31 March 2012 and seek your approval for the same. If approved,
the total amount of dividend to be paid to the equity shareholders will
be Rs 24.79 crores (excluding tax of Rs 4.02 crores) as against Rs 19.69
crore paid last year (excluding tax of Rs 3.27 crore). Based on the
above dividend payout (including dividend tax), the dividend payout
ratio works out to 7.57% of Profit After Tax (PAT) as against 5.68% for
During the year under review your Company issued and allotted
1,60,00,000 Equity Shares to a Promoter Group Company, against the
conversion of warrants. The said warrants were originally issued to
Private Limited by M/s. Grabal Alok Impex Limited and the same were
subsequently purchased by M/s. Jiwrajka Investments Private Limited.
Pursuant to the amalgamation of M/s Grabal Alok Impex Limited with the
Company, your Company has issued and allotted 2,24,85,000 Equity Shares
of Rs 10/ - each to the existing equity shareholders of M/s. Grabal Alok
Impex Limited, whose names appeared in the register of members of the
Company on the record date i.e. 14th March, 2012 in the ratio of 1:1.
The Companys equity share capital as on 31 March 2012 stands at Rs
826.28 crore divided into 82,62,69,357 fully paid equity shares ofRs
The balance available for appropriation as at 31 March 2012 amounted to
Rs 1,356.99 crores. After providing for dividend and dividend tax of Rs
28.73 crore, your Company proposes to transfer Rs 51.90 crore to
Debenture Redemption Reserve. After providing for these, the balance of
the Profit & Loss Account would stand at Rs 1,380.16crore.
At the end of the financial year, the total reserves of the Company
thus, stood at Rs 2,829.22 crore; the corresponding figure at the end of
the previous year was Rs 2309.80 crore.
During the year under review, your Company has raised incremental debt
of Rs 2,241.89, both secured and unsecured, by way of rupee loans,
foreign currency loans and non-convertible debentures for meeting
capital expenditure and working capital requirements. The total debt at
the end of year stood at Rs 11,139.48 crore compared to Rs 8,897.59 crore
at the end of previous year.
During the year under review, your company has incurred a capital
expenditure of Rs 1,919.79 crore across various divisions. A major
portion of these were towards cotton spinning, expansion of weaving and
processing capacities, setting up additional Continuous Polymerization
(CP) Plant .expansion of Texturising and regular capex.
Details of your Companys capacities across various divisions are
provided under the head Capacity Expansion in the Management
Discussion and Analysis annexed to this Report.
During the year under review, the Honble High Court, Bombay had vide
its Order dated February 03, 2012 sanctioned the Scheme of Amalgamation
(the Scheme) of Grabal Alok Impex Limited with your Company with
appointed date April 01, 2011 and the Scheme has become effective on
1st March, 2012.
Pursuant to the aforesaid merger, your Company have allotted
2,24,85,000 Equity Shares ofRs 10/ — each to the existing equity
shareholders of M/s. Grabal Alok Impex Limited in the ratio of 1:1 and
the said shares are listed with BSE and NSE.
At the end of the financial year under review, your Company had the
Subsidiaries of Alok Industries Limited
1. Alok International Inc.
2. Alok Infrastructure Limited
3. Alok H&A Limited
4. Alok Retail (India) Limited
5. Alok Apparels Private Limited
6. Alok Land Holdings Private Limited
7. Alok International (Middle East) FZE
8. Alok Singapore Pte Limited
Step-down subsidiaries of Alok Industries Limited
Parent Company Subsidiary %Holding
Limited Alok Realtors Private Limited 100%
Springdale Information and
Technologies Private Limited 100%
Kesham Developers & Infotech
Private Limited 100%
Alok Industries International Ltd. 100%
Grabal Alok International Limited 100%
International Ltd. Mileta, a.s. 100%
Alok European Retail, s.r.o. 98.05%
Grabal Alok (UK) Limited 41.72%
Limited Grabal Alok (UK) Limited 48.71%
The Ministry of Corporate Affairs, Government of India has issued a
Circular No.2/2011 dated 8th February 2011 granting general exemption
to Companies under section 212 (8) from attaching the documents
referred to in section 212 (1) pertaining to its subsidiaries, subject
to approval by the Board of Directors of the Company and furnishing
of certain financial information in the Annual Report.
The Board of Directors of the Company have accordingly accorded
approval to the Company dispensing with the requirement of attaching to
its Annual Report the annual audited accounts of the Companys
Accordingly, the Annual Report of the Company does not contain the
individual financial statements of these subsidiaries, but contains the
audited consolidated financial statements of the Company, its
subsidiaries and associate. The Annual Accounts of these subsidiary
companies and the related detailed information will be made available
to the shareholder seeking such information at any point of time. The
annual accounts of the Subsidiary Companies will also be kept for
inspection by any shareholder at its registered / corporate office and
that of the concerned subsidiary companies. The statement pursuant to
the approval under section 212 (8) of the Companies Act, 1956 is
annexed together with the Annual Accounts of the Company.
Consolidated financial statements
The Consolidated Financial Statements of the Company prepared as per
the Accounting Standard AS21 and Accounting AS 23, consolidating the
Companys accounts with its subsidiaries and an associate have also
been included as part of this Annual Report.
Business and Operations
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Managements
Discussion and Analysis, which forms part of this Report.
Awards and Recognition
During the year under review, your Company has been given the following
awards and recognitions by the Cotton Textile Exports Council of India
(TEXPROCIL) in three categories:
- GOLD Trophy for Global Exports of Bleached / Dyed / Yarn Dyed /
Printed Fabrics in Fabrics Category
- GOLD Trophy for Exports of Bed Linen / Bed Sheets /Quilts in
- SILVER Trophy for Highest Global Exports Category
- SILVER Trophy for second best export performance for the year
2010-11 in the category of Polyester Yarn by SRTEPC
Corporate Social Responsibility
Details of your Companys Corporate Social Responsibility (CSR)
initiatives are given in a separate section, Sustainability,
which forms part of the accompanying Management Discussion and Analysis
and Annual Report.
The Company is committed to maintain the highest standards of Corporate
Governance. Your Company continues to be compliant with the
requirements enshrined in clause 49 of the Listing Agreement which
relates to Corporate Governance.
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate from the Statutory Auditors of your
Company regarding compliance with Corporate Governance norms stipulated
in Clause 49 of the Listing Agreement is also annexed to the report on
Your Company does not have any fixed deposits under section 58A and
58AA of The Companies Act, 1956 read with Companies (Acceptance of
Deposits) Rule, 1975.
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured.
Mr. Ashok B. Jiwrajka and Mr. Dilip Jiwrajka will retire from office by
rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for reappointment. Brief resumes of these Directors,
in line with the stipulations of Clause 49 of the Listing Agreement,
are provided elsewhere in this Annual Report.
During the year, Mr. Rakesh Kapoor, nominee director of IFCI Limited,
resigned from the Board of Directors w.e.f. 29th April, 2011 and in
his place Mr. M.V.Muthu was appointed as IFCI nominee. Mr. Debashish
Mallick, nominee director of IDBI Bank Limited, resigned from the Board
of Directors w.e.f. 23rd June, 2011 and in his place Mrs. Maya
Chakravorty was appointed as IDBI nominee and Mr. K.D. Hodavdekar,
nominee director of IDBI Bank Limited, resigned from the Board of
Directors w.e.f. 04th July, 2011. The Board wishes to place on record
their appreciation for the contribution of Mr. Rakesh Kapoor Mr.
Debashish Mallick and Mr. K.D. Hodavdekar during their tenure as
Directors of your Company.
Directors Responsibility Statement
Your directors affirm that the audited accounts containing the
financial statements for the financial year 2011 -12 are in conformity
with the requirements of the Companies Act, 1956. They believe that the
financial statements reflect fairly the form and substance of
transactions carried out during the year and reasonably present the
Companys financial condition and results of operations.
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
subscribe to the Directors Responsibility Statement and hereby
- in the preparation of the annual accounts for the financial year
ended 31 March 2012, the applicable Accounting Standards have been
followed and there has been no material departure;
- the Directors have selected such accounting policies, consulted and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company as at 31 March 2012 and of the profit of
your Company for the year on that date;
- the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
- they have prepared the annual accounts for the financial year ended
31 March 2012 on a going concern basis.
Auditors and Auditors Report
M/s. Gandhi & Parekh, Chartered Accountants and M/s. Deloitte Haskins &
Sells, Chartered Accountants, Statutory Auditors of the Company, hold
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment.
The Company has received the letter from M/s. Deloitte Haskins & Sells
to the effect that their re-appointment, if made, would be within the
prescribed limits under section 224 (1B) of the Companies Act, 1956 and
that they have not disqualified for re-appointment within the meaning
of the section 226 of the said Act.
The observations made in the Auditors Report are self-explanatory
and therefore, do not call for any further comments under section
217(3) of the Companies Act, 1956.
Pursuant to the directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956 and subject to
the approval of the Central Government, M/s B. J. D. Nanabhoy & Co.,
Cost Accountants, Mumbai have been appointed as Cost Auditors to
conduct cost audit relating to the products manufactured by your
Employees Stock Option Plans
Alok ESOS 2010 was approved by shareholders in the previous year.
During the year Remuneration Committee of the Board granted 1,05,87,950
options net of lapse at an exercise price ofRs 18.90 and at Rs21.42 per
option. The information as required pursuant to the Securities &
Exchange Board of India (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999 is annexed hereto
as Annexure I and forms part of this report.
A certificate from M/s Gandhi & Parekh, Chartered Accountants,
Statutory Auditors, with regard to the implementation of the
Companys ESOP 2010, would be open for inspection in the ensuing
Annual General Meeting.
Particulars of Employees
The information required on particulars of employees as per Section
217(2A) of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules, 1975 forms part of this report. 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 your Company excluding
the Statement of Particulars of Employees. Any shareholder interested
in obtaining a copy of the said statement may write to your Company
Secretary at the Corporate Office of your Company.
More details on the Human Resources function of your Company and its
various activities are given in the Human Resources and
Sustainability sections of the attached Management Discussion &
Your Directors appreciate the significant contribution made by the
employees to the operations of your Company during the year.
Conservation of Energy, Technology absorption, Foreign Exchange
Earnings and Outgo
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 are attached as Annexure
II to this report.
Your Directors wish to place on record their deep sense of appreciation
for all the stake holders of the Company who have been continuously
supporting the growth of your Company. In particular, the Directors
value the dedication and commitment of your Companys employees and
thank the Central and State Governments, Financial Institutions, Banks,
Government authorities, customers, vendors and shareholders for their
continued cooperation and support.
For and on behalf of the Board
Place: Mumbai Dilip B. Jiwrajka
Date : May 18,2012 Managing Director