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
 
                                                         (Rs. Crore)
 
 PARTICULARS                       Standalone          Consolidated
 
                            2011-12      2010-11   2011-12     2010-11
 
 Sales/Job charges(net 
 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
 interest, Depreciation 
 & 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
 Taxation
 
 -    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
 
 Add/(Less):
 
 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
 
 Notes:
 
 Previous years figures have been regrouped wherever necessary to
 bring them in line with the current years representation of figures
 
 Performance
 
 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.
 
 Dividend
 
 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
 2010-11.
 
 Capital
 
 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
 Arum Investments
 
 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
 10/- each.
 
 Reserves
 
 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.
 
 Loans
 
 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.
 
 Capital Expenditure
 
 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.
 
 Amalgamation
 
 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.
 
 Subsidiary Companies
 
 At the end of the financial year under review, your Company had the
 following subsidiaries:
 
 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
 
 Alok Infrastructure 
 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%
 
 Alok Industries 
 International Ltd.   Mileta, a.s.                            100%
 
                      Alok European Retail, s.r.o.          98.05%
 
                      Grabal Alok (UK) Limited              41.72%
 
 Grabal Alok 
 International 
 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
 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 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
 Made-ups Category
 
 - 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.
 
 Corporate Governance
 
 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
 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. 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
 confirm that:
 
 - 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
 irregularities;
 
 - 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.
 
 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.
 
 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 &
 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
 II to this report.
 
 Acknowledgements
 
 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