1.  MANAGERIAL REMUNERATION:
 
 Commission to
 
 (a) Chairman and Managing Director and Whole Time Director at 10 %
 maximum Rs.6.64 Crores, restricted upto Rs.2.11 Crores.
 
 (b) Non Whole-Time Directors at 1% maximum Rs. 0.67 Crores, restricted
 up to Rs. 0.29 Crores.
 
 2.  CONTINGENT LIABILITIES
 
 (a) Bills discounted Rs. 114.20 Crores (Rs.55.49 Crores).
 
 (b) Claims against the Company not acknowledged as Debt Rs. 8.29 Crores
 (Rs. 8.51 Crores).
 
 (c) Guarantees given by the Banks on behalf of the Company Rs. 23.84
 Crores (Rs. 15.42 Crores).
 
 (d) Guarantee given by the Company to Bank on behalf of others 
 Rs.49.8o Crores (Rs. Nil).
 
 (e) Guarantees given by the Company on behalf of the subsidiary/ joint
 venture Rs.330.73 Crores (Rs.208.56 Crores).
 
 (f) Excise/Custom demands, Sales Tax demands, Income Tax demands and
 Service Tax demands in dispute Rs.16.04 Crores (Rs. 13.52 Crores),Rs.
 18.02 Crores (Rs. 14.75 Crores),Rs.3.82 Crores (Rs. 6.14 Crores) and
 Rs. 1.33 Crores (Rs. 1.06 Crores) respectively.
 
 3.  The estimated amount of contracts remaining to be executed on
 capital account and not provided for Rs. 140.06 Crores (Rs. 15.91
 Crores).
 
 4.  Equity Shares and Warrants
 
 (1) In the Extra Ordinary General Meeting of the Company held on May
 12, 2009, the shareholders have approved the preferential allotment of
 3,32,00,000 warrantsto Promoters /Promoter Group at an issue price of
 Rs. 15/- which are convertible into 3,32,00,000 equity shares of Rs.
 10/- each at a premium of Rs. 5/- at any time after the date of 
 allotment but on or before the expiry of 18 months from the 
 date of allotment in one or more tranches and;
 
 (2) The Promoters/Promoter Group have exercised the right for
 conversion of 2,00,50,000 warrants (1,30,00,000 warrants) into Equity
 Shares within the stipulated period of 18 months from the date of
 allotment. Accordingly, the said warrants stand converted in to
 2,00,50,000 Equity Shares (1,30,00,000 Equity Shares) of Rs. 10/- each
 at a premium of Rs. 5/-per share.
 
 (3) The Promoters/Promoter Group have not exercised the right for
 conversion of 1,50,000 warrants (4,10,00,000 warrants) into Equity
 Shares within the stipulated period of 18 months from the date of
 allotment. Accordingly, the said warrants stand forfeited and paid up
 amount of Rs. 0.06 Crores (Rs. 21.32 Crores) on such warrants has been
 transferred to Capital Reserve.
 
 (4) During the year, the Company has issued 23,72,500 equity shares of
 Rs. 10/- each at a premium of Rs. 4.65 per share on exercise of stock
 option granted to its employees and directors underthe ESOS2008 plan.
 
 5.  SECURED LOANS
 
 LOANS FROM BANKS, FINANCIAL INSTITUTIONS AND OTHERS
 
 Loansfrom Banks stand secured as under:
 
 Term Loans of Rs. 772.53 Crores
 
 Secured by (a) first charge on all the Immovable Properties, Movable
 Properties, Intangible Propertiesand General Assets of the Company
 presently relating to the Textile Plants and all Immovable Properties,
 Movable Properties, Intangible Properties and General Assets acquired
 by the Company at anytime after execution of and during the continuance
 of the Indenture of Mortgage;(b) additional charge by way of mortgage 
 on Immovable Properties at villages Jethlaj, Karoli, Vadsar, Moti 
 Bhoyan, Santej and Khatrej; (c) charge on the Companys Trade marks
 and(d) Secured by second chargeon all the Company''s Current Assets 
 both present and future relating to the Textile Plants. Out of 
 these Rs. 538.20 Crores are additionally secured by first charge 
 on Movable Fixed Assets of Jeans and Shirts Garment divisions at 
 Bangalore.
 
 Cash Credit and other facilities of Rs. 777.73 Crores
 
 Secured by first charge on all the Company''s Current Assets presently
 relating to the Textile Plants and all the Current Assets acquired by
 the Company at any time after the execution of and during the
 continuance of the Indenture of Mortgage. They are also secured by
 asecond charge overall the Immovable Properties, Movable Properties,
 Intangible Properties and General Assets of the Company presently
 relating to the Textile Plants and all Immovable Properties, Movable
 Properties, Intangible Properties and General Assets acquired by the
 Company at any time after execution of and duringthe continuance of the
 Indenture of Mortgage. Some of the facilities are additionally secured
 by second charge on movable Plant and Machinery of the Jeans and Shirts
 Garment divisions at Bangalore.
 
 From Financial Institutions and others:
 
 Loans from Financial Institutions and others stand secured as nder:
 
 Out of Loans of Rs. 212.97 Crores
 
 A. Loans amounting to Rs. 208.94 Crores are secured by (a) first charge
 on all the Immovable Properties, Movable Properties, Intangible
 Properties and General Assets of the Company presently relating to the
 Textile Plants and all Immovable Properties, Movable Properties,
 Intangible Properties and General Assets acquired by the Company at any
 time after execution of and during the continuance of the Indenture of
 Mortgage; (b) additional charge by way of mortgage on Immovable
 Properties at villages Jethlaj, Karoli, Vadsar, Moti Bhoyan, Santej and
 Khatrej; (c) charge on the Company''s Trademarks and (d) Secured by
 second charge on all the Company''s Current Assets both present and
 future relating to the Textile Plants. Out of these Rs. 17.54 Crores
 are additionally secured by first charge on Movable Fixed Assets of
 Jeans and Shirts Garment divisions at Bangalore.
 
 B.  Loan ofRs. 2.19 Crores is secured by first charge on Company''s
 imovable Property situated at Ramnagar, Bangalore. The Company is in
 the process of creating security.
 
 C.  Loans of Rs. 1.84 Crores are secured by hypothecation of related
 vehicles.
 
 Textile Plants means all immovable properties, and all movable
 properties of the Company, including moveable machinery, machinery
 spares, tools and accessories, but excluding Investments and excluding
 current assets charged in favour of the Working Capital Lenders, at the
 following textile plants of the Company:
 
 a) Naroda Road, District Ahmedabad
 
 b) Village Santej at TalukaKalol, District Mehsana
 
 c) Village Khatrej at TalukaKalol, District Mehsana
 
 d) Asoka Spintex Division at Naroda Road, District Ahmedabad.
 
 7.  Other Liabilities includeRs. 1.48 Crores (Rs. 0.94 Crores) on
 account of book overdraft.
 
 6.  Current Assets includes Rs. 292.51 Crores (Rs. 257.89 Crores) and
 Captial Advances includes Rs. 1.37 Crores (Rs. Nil) due from subsidiary
 companies. Current Liabilities includes Rs. 6.64 Crores (Rs. 82.56
 Crores) due to subsidiary companies.
 
 7.  REVALUATION OF FIXED ASSETS
 
 The Company has revalued the entire block of Freehold and Leasehold
 Land with effect from 31st March, 2011 based on a valuation made by an
 approved valuer. The resultant increase in the gross block amounting to
 Rs. 230.98 Crores has been adjusted in the carryingvalue of Land
 blockand credited to Revaluation Reserve.
 
 8.  IMPAIRMENT OF FIXED ASSETS
 
 In accordance with the Accounting Standard (AS-28) on ''impairment of 
 Assets'' notified by Companies (Accounting Standards) Rules, 2006, 
 the Company has reassessed its fixed assets and is of the view 
 that no further impairment / reversal is considered to be necessary 
 in view of its expected realisable value.
 
 9.  REDUCTION OF CAPITAL:
 
 A Scheme of Reduction of Capital (herein after referred to as the
 Scheme) under Sections 78, 100 to 103 read with other relevant
 sections of the Companies Act, 1956 was approved by the shareholders of
 the Company on 25th September, 2009 and sanctioned by the High Court of
 Gujarat at Ahmedabad on 15th December, 2009.
 
 Pursuant to the Scheme, the balance in Share Premium account has been
 utilized to the extent of Rs. 20.25 Crores (Rs. 37.48 Crores) (out of
 permitted utilization of Rs. 60 Crores). The details are as under:
 
 10.  EARLY ADOPTION OF AS 30, FINANCIAL INSTRUMENTS: RECOGNITION AND
 MEASUREMENT
 
 - Consequent to the Announcement of the Institute of Chartered
 Accountants of India (ICAI), the Company had chosen to early adopt
 ''Accounting Standard - 30, Financial instruments: Recognition and
 Measurement'' in its entirety, read with limited revisions in various
 other Accounting Standards,as publishedby ICAI with effectfrom 1st
 July,20o8.  Accordingly, the Company has changed the designation and
 measurement of all its significant financial assets and liabilities.
 All the financial assets and financial liabilities and derivatives have
 been remeasured at their respective fair values or at amortized cost as
 against cost or market value whichever is lower. In the spirit of
 complete adoption of AS - 30, the Company had also implemented the
 consequential limited revisions to''AccountingStandard-11''onThe Effects
 of Changes in Foreign Exchange Rates'' and ''Accounting Standard - 13'' on
 ''Accounting for Investments'' as had been announced bythe ICAI.
 
 - As a result, as on Balance Sheet date, Investments, Secured Loans and
 Unsecured Loans are lower by Rs. 2.19 Crores, Rs. 2.41 Crores and Rs.
 3.03 Crores respectively and Hedge Reserve account is higher by Rs.
 31.89 Crores on account of fair valuation of outstanding derivatives.
 
 11.  FOREIGN EXCHANGE DIFFERENCES
 
 - As per the notification issued by the Ministry of Corporate Affairs
 dated 31st March, 2009 as amended from time to time, the Company had
 already exercised the option for accounting of exchange rate
 differences with effect from Aprih,2007.  Consequent to the adoption of
 that option:
 
 (a) Exchange rate differences of long-term foreign currency loans which
 are related to acquisition of depreciable fixed assets have been added
 to or deducted from the cost of the assets and depreciated over the
 balance life of the assets and;
 
 (b) Exchange rate differences on other long-term foreign currency loans
 have been transferred to ''Foreign Currency Monetary Item Translation
 Difference Account'' to be amortized over the balance period of loans or
 up to 31st March, 2012 whichever is earlier.
 
 - As a result:
 
 (a) An amount of Rs.  Nil being the exchange rate difference for the
 year (Previous year gain of Rs. 5.35 Crores) has been adjusted against
 the fixed assets.
 
 (b) An amount of Rs.0.75 Crores being the exchange rate gain for the 
 year (Previous year gain of Rs. 1.06 Crores) remains to be amortized 
 as at the balance sheet date.
 
 12.  EMPLOYEE BENEFITS
 
 Consequent to the adoption of Accounting Standard on Employee 
 Benefits (AS 15 Revised 2005) notified by Companies (Accounting 
 Standards) Rules, 2006, the following disclosures have been 
 made as required by the Standard:
 
 (i) Defined Contribution Plans
 
 The Company''s Provident Fund is administered bythe Trust except for
 Branded Garment Division at Bangalore which is administered by the State
 Government. The Rules of the Company''s Provident Fund administered by
 aTrust require that if the Board of the Trustees are unable to pay
 interest at the rate declared for Employees''Provident Fund by the 
 Government under Para 60 of the Employees'' Provident Fund Scheme,
 1952 for the reason that the return on investment is less or for any
 other reason, then the deficiency shall be made good bythe Company.
 Having regard to the assets of the fund and the return on the
 investments, the Company does not expect any deficiency in
 the foreseeable future.
 
 (iii) Defined Benefit Plans
 
 (a) Leave Encashment/Compensated Absences
 
 Salaries, Wages and Bonus include Rs. 3.77 Crores (Rs. 3.09 Crores)
 towards provision made as per actuarial valuation in respect of
 accumulated leave encashment/compensated absences.
 
 (b) Contribution to Gratuity Funds
 
 The details of the Company''s Gratuity Fund for its employees including
 Managing Director are given below which is certified by the actuary and
 relied upon bythe auditors:
 
 Company''s share in:
 
 (i) Contingent Liability in respect of guarantee given by Bank Rs. 2.10
 Crores (Rs. 0.13 Crores)
 
 (ii) Disputed Demand in respect of Income Tax, Excise Duty, Sales Tax
 and Service TaxRs. 0.10 Crores (Rs. Nil),Rs. Nil (Rs. 7,500/-),Rs. 0.02
 (Rs. 0.02 Crores) and Rs. 0.44 Crores (Rs. Nil) respectively.
 
 (iii) Capital commitmentsRs. 0.51 Crores (Rs.0.26 Crores).
 
 (iv) Counter Guarantee given to ultimate holding company Rs. 107.60
 Crores (Rs. 69.60 Crores).
 
 Note : The above figures are considered based on unaudited financial
 statements of the respective Jointly Controlled Entities except for
 Arvind Murjani Brands Private Limited the figures of which are based on
 audited financial statement.
 
 13.  LEASE RENT:
 
 (A) Factory Buildingis taken on lease period of 18 to 20 years with no
 option of renewal, no sub lease of the building and having an
 escalation clause for increase in lease rental by 15% after
 every3years.
 
 (B) Plant and Machineries are taken on operating lease for a period of
 5to 8years with the option of renewal.
 
 (C) Rent expense includes lease rental payments towards office
 premises, showrooms and other facilities. Such leases are generally for
 a period of 11 to 108 months with the option of renewal against
 increased rent.
 
 (D) Plant & Machineries - Data Processing Equipments have been acquired
 under Finance Lease fora period of 33 months with the option of
 renewal.
 
 (E) Rent Income includes Lease Rental received towards Plant and
 Machineries. Such operating lease is generally for a period of 5 years
 with the option of renewal on mutual consent and premature termination
 of agreement through agreed notice period.
 
 (F) Rent Income also includes Lease Rental received towards Office
 Building. Such operating lease isgenerally for a period upto 36 months.
 
 14.  MICRO & SMALL ENTERPRISES DUES
 
 The Company has not received any intimation from suppliers regarding
 their status under the Micro, Small and Medium Enterprises Development
 Act, 2006 and hence disclosures regarding:
 
 (a) Amount due and outstanding to suppliers as at the end of
 accounting year;
 
 (b) Interest paid duringthe year;
 
 (c) Interest payable at the end of the accounting year and
 
 (d) Interest accrued and unpaid at the end of the accounting year 
 have not been given.
 
 The Company is making efforts to get the confirmations from the
 suppliers as regards their status under the Act.
 
 1.  The Cash Flow Statement has been prepared under the Indirect
 Method as set out in Accounting Standard - 3 on Cash Flow Statements
 notified by Companies (Accounting Standards) Rules, 2006.
 
 2.  Figures in bracket represent outflow of cash.
 
 3.  Cash and Cash Equivalents includes Rs. 5.77 Crores (Previous
 Year Rs.6.20 Crores) not available for use by the Company.
 
 15- EMPLOYEE SHARE BASED PAYMENT
 
 b) Intrinsic Value Method has been used to account for the employee
 share based payment plans. The intrinsic value of each stock option
 granted under the ESOS 2008 plan is Rs. Nil since the market price of
 the underlying share at the grant date was same as the exercise price
 and consequently the accounting value of the option (compensation cost)
 is Rs. Nil.
 
 16- DEFERRED TAX
 
 In terms of the provisions of the Accounting Standard-22 Accounting
 for Taxes on Income notified by Companies (Accounting Standards)
 Rules, 2006, there is a net deferred tax asset on account of
 accumulated business losses and unabsorbed depreciation.
 
 In compliance with provisions of Accounting Standard and based on
 General Prudence, the Company has not recognised the deferred tax asset
 nor written back excess deferred tax liability, while preparing the
 accounts of the year under review.
 
 17.  Sundry Debtors, Sundry Creditors and Loans and Advances include
 certain accounts which are subject to confirmation/reconciliation and
 consequential adjustments if any, the effect of which is not
 ascertainable.
 
 18.  DISCLOSURE IN RESPECT OF PROVISION FOR DISPUTED MATTERS
 
 The Company had made provisions for pending disputed matters in respect
 of Indirect Taxes like Sales Tax, Excise Duty and Custom Duty in
 respect of Branded Garment Divisions,the liability for which may arise
 in the future, the quantum whereof will be determined as and when the
 matters are disposed off.
 
 19.  CATEGORY-WISE QUANTITATIVE DATA ABOUT DERIVATIVE INSTRUMENTS
 OUTSTANDING
 
 The Company has borrowed long term as well as short term Loans in
 Foreign currency but as the Company is net foreign currency surplus
 Company, there is no un hedged exposure in foreign currency.
 
 20. Ministry of Corporate Affairs, New Delhi has issued notification
 S.O. 301 (E) dated February 8, 2011 granting exemption from disclosure
 requirements of paragraphs 3 (i) (a), 3 (ii) (a), 3 (ii) (b) and 3 (ii)
 (d) of Part-II of Schedule VI of the Companies Act, 1956. The Company
 falls under the category of Export Oriented Company as defined in the
 notification (whose export is more than 20% of the turnover); hence the
 Board of Directors has given consent with regard to non disclosure of
 the above mentioned information. In view of above, the Company has not
 disclosed the said information in the financial statement.
 
 21.  Figures Iess than 50,000 which are required to beshown separately,
 have been shown as actual in brackets.
 
 22.  Previous year''s figures are shown in brackets and are regrouped or
 recast wherever necessary to make them comparable with those of the
 current year.