Dear Shareholders:
 
 We have pleasure in presenting the 25 Annual Report of your Company
 together with the Audited Accounts for the financial year ended 31
 March 2011. The summarized financial results (stand-alone and
 consolidated) are given below in Table 1.
 
 Table 1: Financial Highlights: Stand-Alone and Consolidated
 
                                                      (Rs. crore)
 
 Particulars                   Standalone             Consolidated
 
                             2010-11    2009-10    2010-11    2009-10
 
 Sales / Job charges (net 
 of excise)                 6,388.43   4,311.17   6,614.90   4,424.34
 
 Other Income                  19.43      64.02       5.03      64.68
 
 Total Income               6,407.65   4,375.19   6,619.93   4,489.02
 
 Total Expenditure          4,638.51   3,102.71   4,912.69   3,257.23
 
 Operating Profit before 
 interest, depreciation 
 & taxes                    1,756.35   1,272.48   1,723.24   1,231.79
 
 Interest                     654.37     535.08     675.03     578.90
 
 Depreciation                 518.79     362.61     530.97     366.92
 
                              583.19     374.79     501.24     285.97
 
 Less : Provision for 
 Taxation 
 
 – Current                   (120.57)    (63.56)   (123.52)    (65.94)
 
 – MAT credit entitlement      42.25      34.26      42.25      34.26
 
 – Deferred                  (100.68)    (99.01)    (97.34)    (96.96)
 
 – Fringe Benefit Tax             –          –          –       0.02
 
 – Prior period adjustment 
 of Tax                        0.17       0.86       0.11       0.46
 
 Net Profit from Ordinary 
 Activities After Tax         404.36     247.34     322.73     157.81
 
                                   –          –          –          –
 
 Profit After Tax            404.36     247.34     322.73     157.81
 
 Add : Share of Profit 
 from Associates                   –          –     (10.89)    (20.74)
 
 : Minority Interest               –          –      (0.31)      0.64
 
 Profit After Tax After 
 Minority Interest            404.36     247.34     311.54     137.71
 
 Add : Balance Brought 
 Forward                      180.91     276.63     (52.48)    149.78
 
 Balance available for 
 appropriation                585.27     523.97     259.06     287.49
 
 Excess Provision of 
 Dividend for Earlier Years        –      (0.00)      0.40       0.15
 
 Dividend: Equity              19.69      19.69      19.69      19.69
 
 Tax on Dividend                3.27       3.27       3.27       3.27
 
 Transfer to Capital 
 Redemption Reserve                –          –          –          –
 
 Transfer to Debenture 
 Redemption Reserve          (384.30)    300.10    (384.30)    296.63
 
 Transfer to General Reserve   25.00      20.00      25.03      20.23
 
 Balance carried to 
 Balance Sheet                921.61     180.91     594.97     (52.48)
 
 Notes: Previous years'' figures have been regrouped wherever necessary
 to bring them in line with the current year''s representation of figures
 
 Performance
 
 During the financial year, your Company sales increased by 48.18% to
 Rs. 6,388.43 crore and achieved profit after tax of Rs.  404.36 crore,
 an increase of 68.48 % over the previous year. The exports of your
 Company for the year, including incentives, increased by 42.24% to Rs.
 2,217.43 crore. All the divisions of your company recorded growth both
 in domestic and export sales.
 
 Details of your Company''s performance for the year under review are
 given in the ''Management Discussion and Analysis'', which forms part of
 this Directors'' Report.
 
 Dividend
 
 Your Directors have recommended a dividend of Rs. 0.25 per equity share
 of Rs. 10/ – each (previous year Rs. 0.25 per share) for the financial
 year ended 31 March 2011 and seek your approval for the same. If
 approved, the total amount of dividend to be paid to the equity
 shareholders will be Rs. 19.69 crores (excluding tax of Rs. 3.27
 crores). Based on the above dividend payout (including dividend tax),
 the dividend payout ratio works out to 5.68% of Profit After Tax (PAT)
 as against 9.28% for 2009-10.
 
 Capital
 
 During the year under review, your Company, as per the terms of Letter
 of Offer dated 19 March 2009 and relevant provisions of Articles of
 Association of the Company, forfeited 13,921 partly paid rights equity
 shares held by 83 shareholders for non- payment of allotment money of
 Rs. 5/ – and interest due thereon.
 
 Consequent to the forfeiture of Rights shares the Company''s equity
 share capital as on 31 March 2011 stands at Rs. 787.78 crore divided
 into 78,77,84,357 fully paid equity shares of Rs. 10/ – each.
 
 FCCBs
 
 The 475 outstanding FCCBs of USD 50000 each aggregating to Rs. 107.21
 crore as at 31 March 2010 were redeemed during the year, on their due
 date i.e. 26 May 2010.
 
 Reserves
 
 The balance available for appropriation as at 31 March 2011 amounted to
 Rs. 585.27 crores. After providing for dividend and dividend tax of Rs.
 22.96 crore, your Company proposes to transfer Rs. 384.30 crore to
 Debenture Redemption Reserve and Rs.  25.00 crore to General Reserve.
 After providing for these, the balance of the Profit & Loss Account
 would stand at Rs. 920.61 crore.
 
 At the end of the financial year, the total reserves of the company,
 stood at Rs. 2309.08 crores compared to Rs. 1928.40 crore in at the end
 of previous year.
 
 Loans
 
 During the year under review, your Company has raised incremental debt
 of Rs. 1143.89 crore, 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. 9653.57 crore compared to Rs.
 8509.68 crore at the end of previous year.
 
 Capital Expenditure
 
 During the year under review, your company has incurred a capital
 expenditure of Rs. 1862.92 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 Plant and regular capex.
 
 Details of your Company''s capacities across various divisions are
 provided under the head ''Capacity Expansion'' in the Management
 Discussion and Analysis annexed to this Report.
 
 Merger
 
 Your Directors at their meeting held on 29 July 2011 approved the
 proposal of amalgamation of Grabal Alok Impex Limited (''GAIL'') into the
 Company as per terms and conditions mentioned in the Scheme of
 Amalgamation to be filed with the stock exchanges. The salient features
 of the proposed Scheme are as under:
 
 (a) Amalgamation of GAIL with the Company;
 
 (b) The Appointed Date of the Scheme will be 1 April 2011;
 
 (c) The Com pany to issue its shares to the shareholders of GAIL as on
 record date, based on the share exchange ratio determined by the
 independent valuers, M/s Ernst & Young Private Limited and the fairness
 report provided by Fortune Financial Services (India) Limited and
 approved by the Board of Directors of the Company which is as under:
 
 1 (One) fully paid up equity share of Rs. 10 each of the Company shall
 be issued and allotted for every 1 (One) equity share of Rs. 10 each
 held in GAIL
 
 (d) The Scheme is subject to approval of the shareholders, creditors,
 the Financial Institutions /Banks, the Hon''ble High Court of Bombay,
 relevant stock exchanges and any other statutory or regulatory
 authorities, which by law may be necessary for the implementation of
 the Scheme.
 
 Subsidiary Companies
 
 At the end of the financial year under review, your Company had the
 following subsidiaries:
 
 Subsidiaries of Alok Industries Limited
 
 1.  Alok Industries International Ltd. (incorporated in the British
 Virgin islands)
 
 2.  Alok International Inc. (incorporated in the state of New York,
 USA)
 
 3.  Alok Inc. (incorporated in the state of New York, USA)
 
 4.  Alok Infrastructure Limited
 
 5.  Alok H&A Limited
 
 6.  Alok Retail (India) Limited (Formerly known as Alok Homes & Apparel
 Private Limited)
 
 7.  Alok Apparels Private Limited
 
 8.  Alok Land Holdings Private Limited
 
 Step-down subsidiaries of Alok Industries Limited
 
 Parent Company     Subsidiary                                 %Holding
 
 Alok Industries 
 International Ltd. Mileta, a.s.(incorporated in the
                    Czech Republic)                         100% holding
 
                    Alok European Retail, s.r.o.            100% holding
 
 Alok 
 Infrastructure 
 Limited            Alok Realtors Private Limited           100% holding
 
                    Alok HB Hotels Private Limited          100% holding
 
                    Alok HB Hotels Properties Limited       100% holding
 
                    Springdale Information and Technologies 
                    Private Limited                         100% holding
 
                    Kesham Developers & Infotech Private 
                    Limited                                 100% holding
 
 Alok Land Holdings 
 Private Limited    Alok Aurangabad Infratex Private 
                    Limited                                 100% holding
 
                    Alok New City Infratex Private Limited  100% holding
 
 The Ministry of Corporate Affairs, Government of India has issued a
 Circular No.2 / 2011 dated 8 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 for dispensing with the requirement of attaching to its Annual
 Report the annual audited accounts of the Company''s subsidiaries.
 
 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 of the holding and subsidiary companies 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 AS 21 and Accounting AS 23, consolidating the
 Company''s accounts with its subsidiaries and an associate have also
 been included as part of this Annual Report.
 
 Shift in Registered Office
 
 The registered office of your company was shifted from ''B/43, Mittal
 Tower, Nariman point, Mumbai 400 021, Maharashtra'' to ''17/5/1 & 521/1
 Rakholi / Saily, Silvassa - 396 230, Union Territory of Dadra & Nager
 Haveli effective from 25 June 2010 pursuant to an Order passed by the
 Company Law Board.
 
 Business and Operations
 
 The business prospects of your company are quite encouraging
 considering the demand outlook in domestic as well as export markets.
 The drivers of growth are however different for both the markets.
 
 More details about your Company''s business operations and new
 initiatives are contained in the Management Discussion & Analysis.
 
 Awards and Recognition
 
 During the year under review, your Company was awarded the following
 awards and recognitions by the Cotton Textile Exports Council of India
 (TEXPROCIL) in three categories:
 
 - Gold Trophy in Highest Exports of Bleached/ Dyed/ Yarn - dyed/
 Printed Fabrics
 
 - Gold Trophy in - Highest Exports of Bed - Linen/ Bed sheets/ Quilts
 
 - Silver Trophy in - Highest Global Exports
 
 - The Company is the proud winner of IMC - Ramakrishna Bajaj National
 Quality (RBNQ) Performance Excellence Trophy - 2010 in its maiden
 attempt
 
 Corporate Social Responsibility
 
 Details of your Company''s 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.
 
 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
 Corporate Governance.
 
 Fixed Deposits
 
 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.
 
 Insurance
 
 All the insurable interests of your Company including inventories,
 buildings, plant and machinery are adequately insured.
 
 Directors
 
 Mr. Chandrakumar Bubna and Mr. Timothy Ingram 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, A. B. Dasgupta, nominee director of IDBI Bank Limited,
 resigned from the Board of Directors w.e.f.  1 November 2010 and in his
 place Mr. Debashish Mallick was appointed as IDBI''s nominee. The Board
 wishes to place on record their appreciation for the contribution of
 Mr. A. B. Dasgupta during his tenure as Directors of your Company.
 
 Directors'' Responsibility Statement
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
 subscribe to the ''Directors'' Responsibility Statement'' and hereby
 confirm that:
 
 - in the preparation of the annual accounts for the financial year
 ended 31 March 2011, 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 2011 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
 irregularities;
 
 - they have prepared the annual accounts for the financial year ended
 31 March 2011 on a ''going concern'' basis.
 
 Auditors and Auditors'' Report
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants and M/s Gandhi &
 Parekh, 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 letters from the above named Auditors 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.
 
 Cost Auditor
 
 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
 Company.
 
 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 &
 Analysis.
 
 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
 A to this report.
 
 Acknowledgements
 
 On the occasion of completing 25 years, your Directors wish to place on
 record their deep sense of appreciation for all the stake holders of
 your company who have been continuously supporting the growth of your
 Company. In particular, the Directors value the dedication and
 commitment of your Company''s 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: 29 July 2011                                  Managing Director