To the Members,
 
 The Directors are pleased to present the Annual Report along with the
 Audited Financial Statements for the period from 1st April, 2011 to
 31st March, 2012.
 
 1.  FINANCIAL RESULTS
 
 Highlights of Financial Results for the year are as under:
 
                                                    Rs. in Crores
 
                                              2011-2012     2010-2011
 
 Turnover & Operating Income                  3494.12       2683.26
 
 Profit before Finance Costs,                   637.05        438.19
 
 Depreciation and Amortisation
 
 Expenses, Extraordinary Items & Tax
 
 Expenses
 
 Less : Finance costs                          270.25        187.23
 
 Profit before Depreciation and                 366.80        250.96
 
 Amortisation Expenses, Extraordinary
 
 Items & Tax Expenses
 
 Less : Depreciation and Amortisation          130.51        116.16
 
 Expenses
 
 Profit before Extraordinary Items and         236.29        134.80
 
 Tax Expenses
 
 Add : Extraordinary Items                     251.80          0.00
 
 Profit Before Tax                              488.09        134.80
 
 Less : Current Tax                             85.15         26.84
 
 Add: MAT Credit Entitlement                   (31.29)       (26.84)
 
 Profit for the year                           434.23        134.80
 
 Balance of Profit brought forward              450.12        314.42
 
 Add : Profit of Amalgamated Company              1.62          0.00
 
 Less: Amount transferred to Statement of       56.31          0.00
 
 Profit and Loss on account of Amalgamation
 
 Add: Transfer from Debenture Redemption         0.00          0.90
 
 Reserve
 
 Balance available for appropriation           829.66        450.12
 
 Less : Appropriation :
 
 Proposed Dividend on Equity Shares             25.80          0.00
 
 Tax on Dividend                                 4.19          0.00
 
 Closing Balance                               799.67        450.12
 
 2.  OPERATIONS
 
 The Financial year 2011-12 was extremely challenging year for our
 company. The year was characterized by global slowdown, weak retail
 demand at home, high volatility in cotton prices and foreign exchange
 and higher interest cost. It is satisfying to note that in the backdrop
 of such a challenging environment, our Company has closed the financial
 year 2011-12 with 30% growth in sales and 28% growth in Operating
 Earnings before Interest Depreciation and Taxes (Operating EBITDA). PAT
 (excluding Exceptional Income) has shown a growth of 75% compared to
 the previous year.
 
 A detailed analysis of the financial results is given in the Management
 Discussions and Analysis report which forms part of this report.
 
 3.  DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs. 1 per equity
 share of Rs.10 each.
 
 4.  FINANCE
 
 During the year, the Company has repaid the installments of Term Loans
 amounting to Rs. 401 crores falling due during the current year.  The
 Company has also made fresh borrowings of Rs. 223 Crores for funding
 capital expenditure and other requirements. Long Term Debt including
 lease of the Company stands to Rs. 829 crores as on 31st March, 2012.
 
 5.  EMOLOYEE STOCK OPTION SCHEME (ESOS)
 
 The Company has instituted the Employees Stock Option Scheme- (ESOS) to
 grant equity based incentives to certain eligible employees and
 directors of the Company and its subsidiary companies. 27.50 lacs and
 2.00 lacs options were granted to certain eligible employees and
 directors of the company and its subsidiary companies by the
 Remuneration Committee at an exercise price of Rs.14.65 per option and
 Rs.73.70 per option respectively, representing one share for each option
 upon exercise. The details as per the requirements of SEBI Guidelines
 are annexed and form part of this report.
 
 6.  SUBSIDIARIES
 
 A detailed discussion on subsidiary companies and their performance
 during the year is contained in the Management Discussion and Analysis
 Report which forms part of this Report.
 
 Pursuant to Accounting Standard AS-21 issued by the Institute of
 Chartered Accountants of India, the Company has prepared Consolidated
 Financial Statements of the Company and its subsidiaries are included
 in the Annual Report.
 
 In view of the closure of business, the accounts of Arvind Overseas
 (Mauritius) Limited and Arvind Spinning Limited have not been prepared
 on the going on concern basis. Arvind Textile Mills Limited has not
 commenced its business. Hence, the accounts of these subsidiary
 companies have not been consolidated with accounts of the company as
 per the provisions of the Accounting Standard 21 relating to
 consolidation of accounts.
 
 7.  DIRECTORS
 
 Export-Import Bank of India has nominated Mr. Prabhakar Dalal as its
 Nominee Director on the Board of the Company in place of Mr. R. W.
 Khanna with effect from 29th April, 2011. The Board places on record its
 deep sense of appreciation for the valuable services rendered by Mr. R.
 W. Khanna during his tenure as Director.
 
 At the ensuing Annual General Meeting, Mr. Jayesh Shah and Mr.  Munesh
 Khanna, Directors of the Company, retire by rotation, but being
 eligible, offer themselves for re-appointment.
 
 8.  CORPORATE GOVERNANCE
 
 Your Company is committed to the tenets of good Corporate Governance
 and has taken adequate steps to ensure that the requirements of
 Corporate Governance as laid down in Clause 49 of the Listing Agreement
 are complied with.
 
 A separate report on Corporate Governance and a Management Discussion
 and Analysis Report are being published as a part of the Annual Report
 of the Company.
 
 The Auditors of the Company have certified that conditions of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement are
 complied by the Company and their Certifcate is annexed to the Report
 on Corporate Governance.
 
 9.  RESPONSIBILITY STATEMENT
 
 The Directors confrm that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed. There are no material
 departures from the applicable accounting standards;
 
 2.  such accounting policies have been selected and applied
 consistently and such judgments and estimates have been made as are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year ended on 31st
 March, 2012 and of the profit of the Company for that period;
 
 3.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 4.  the statements of accounts for the year ended on 31st March, 2012
 have been prepared on a going concern basis.
 
 10.  FIXED DEPOSITS
 
 The Company has not accepted or renewed any deposits during the year.
 There are no outstanding and overdue deposits as at 31st March, 2012.
 
 11.  INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES
 
 Information required under Section 217(1)(e) of the Companies Act, 1956
 read with Rule 2 of the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 and under Section 217(2A) of
 the Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975, as amended from time to time, forms part of this report.
 However, as per the provisions of Section 219 (1)(b) (iv), the report
 and accounts are being sent to all shareholders of the Company
 excluding the information relating to conservation of energy,
 technology absorption and foreign exchange earning and outgo, and the
 statement of particulars of employees. Any shareholder interested in
 obtaining such particulars may inspect the same at the Registered Office
 of the Company or write to the Secretary for a copy.
 
 12.  AUDITORS
 
 The Auditors, Sorab S. Engineer & Co., retire and offer themselves for
 re-appointment. It is proposed that Sorab S. Engineer & Co., be re-
 appointed as auditors of the Company. You are requested to appoint the
 auditors and fix their remuneration.
 
 13.  ACKNOWLEDGEMENT
 
 Your Directors would like to appreciate the eforts of the Company''s
 employees for their continued co-operation and unstinted support
 extended to the company. The support of all lenders including Financial
 Institutions, Commercial Banks, Overseas Banks and vendors and buyers
 has also been invaluable to the Company''s performance and your
 Directors take this opportunity to appreciate it deeply.
 
                                          By Order of the Board
 
 Date : 9th May, 2012                         SANJAY S. LALBHAI
 
 Place: Ahmedabad.                 CHAIRMAN & MANAGING DIRECTOR