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Directors Report of Alok Industries Ltd.

Mar 31, 2023

The Board of Directors present this 36th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2023, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”).

1. FINANCIAL RESULTS:

The Company''s performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2023, is summarized below:

(Rs. in Crore)

Particulars

Standalone

Consolidated

31.03.2023

31.03.2022

31.03.2023

31.03.2022

Revenue from operations

6,748.32

7,150.91

6,937.29

7,309.50

Operating Profit / (Loss) before Interest, Depreciation and Taxes

(30.93)

611.61

(13.80)

610.90

Minority Interest and Share in Profit of Associates

-

-

(0.97)

(0.98)

Profit/(Loss) before Tax

(874.89)

(184.18)

(879.95)

(209.42)

Tax Expenses (including Deferred Tax)

-

-

0.51

(0.82)

Profit/(Loss) after Tax

(874.89)

(184.18)

(880.46)

(208.60)

Other Comprehensive Income

4.23

(0.50)

(112.66)

(41.95)

Total Comprehensive Income

(870.66)

(184.68)

(993.12)

(250.55)

2. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves.

3. DIVIDEND:

On account of the Loss After Tax reported by the Company during the Financial Year 2022-23, the Board of Directors do not recommend any dividend (previous year Nil).

The Dividend Distribution Policy of the Company approved by the Board of Directors of the Company is in line with the requirements of Listing Regulations. The Policy is available on the Company''s website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/Policies/Dividend_Distribution_ Policy.pdf.

There has been no change in the policy during the year under review.

4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

(a) The Highlights of the Company’s Performance (Standalone) for the Financial Year Ended 31st March, 2023, are as under:

Total sales of the Company decreased by 5.63% to ''6,748.32 Crore from ''7,150.91 Crore in the previous year.

Domestic sales increased by 3.36 % to ''5,634.73 Crore from ''5,451.37 Crore in the previous year.

Export sales decreased by 34.48 % to ''1,113.59 Crore from ''1,699.54 Crore in previous year.

Operating EBITDA was negative at ''30.93 Crore as compared to positive EBITDA of ''611.61 Crore in the previous year.

Operating Loss Before Tax was negative at ''874.89 Crore as compared to Loss Before Tax of ''184.18 Crore in the previous year.

The reported Loss After Tax for the year was ''874.89 Crore as compared to Loss After Tax of ''184.18 Crore.

(b) The Highlights of the Company’s Performance (Consolidated) for the Financial Year Ended 31st March, 2023, are as under:

The Company achieved a consolidated revenue of ''6,937.29 Crore lower by 5.09 % as compared to consolidated revenue of ''7,309.50 Crore in the previous year.

Operating EBITDA was negative at ''13.80 Crore as compared to positive EBITDA of ''610.90 Crore in the previous year.

Operating Profit Before Tax (PBT) was negative at ''880.92 Crore as compared to negative PBT of ''208.44 Crore in the previous year.

The reported consolidated Loss After Tax for the year was ''880.46 Crore as compared to Loss After Tax of ''208.60 Crore in the previous year.

None of the above subsidiaries is a ‘Material Subsidiary'' as defined in the Listing Regulations. As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries (“Policy”). The details of the Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/Policies/Material_Subsidiaries. pdf. There has been no change in the policy during the year under review.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company''s website and can be accessed through the link: https://www.alokind. com/annualreport.html. The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed through the link: https://www.alokind.com/financialresult_financial_ subsidiaries.html.

A detailed analysis of financial results and operations is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act and Listing Regulations read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the consolidated financial statements form part of this Annual Report. The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Company''s website and can be accessed through the link: https://www.alokind.com/financialresult.html. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 36th Annual General Meeting (‘AGM'') of the Company.

6. EROSION OF NETWORTH:

Net worth as at 31st March, 2023 was negative at ''17,320.72 Crore. Accumulated losses have resulted in the erosion of over 62.05 % of peak negative net worth of ''10,688.68 Crore during the immediately preceding four Financial Years.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not granted any loans, made any investments and provided any guarantee or security. The particulars of the loans granted, investments made and guarantee or security provided in the earlier years are given in the standalone financial statement (Refer Note 5 and 6 to the standalone financial statements).

8. MANAGEMENT DISCUSSION AND ANALYSIS REpORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

9. CREDIT RATING:

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMpANIES:

During the year under review, no company became/ ceased to be a subsidiary, joint venture or associate of the Company except the following two companies which ceased to be the subsidiaries of the Company:

- Springdale Information & Technologies Private Limited was dissolved w.e.f. 20.02.2012 vide order dated 08.06.2022 of the Hon''ble High Court of Judicature at Bombay.

- Kesham Developers & Infotech Private Limited was dissloved w.e.f. 20.02.2012 vide order dated 14.09.2022 of the Hon''ble High Court of Judicature at Bombay.

List of subsidiary, associate and joint venture of the

Company as on 31st March, 2023, are as follows:

Sr. No.

Subsidiaries

1.

Alok Infrastructure Limited

2.

Alok International Inc.

3.

Alok International (Middle East) FZE

4.

Alok Global Trading (Middle East) FZE (business

license cancelled on 12th September, 2017)

5.

Alok Singapore PTE Limited

6.

Alok Worldwide Limited

Sr. No.

Step-down subsidiaries

1.

Alok Industries International Limited

2.

Grabal Alok International Limited

3.

Grabal Alok (UK) Limited (under liquidation effective

10th July, 2017)

4.

Mileta, a.s.

Sr. No.

Joint Ventures

1.

New City of Bombay Manufacturing Mills Limited

2.

Aurangabad Textiles and Apparel Parks Limited

Sr. No.

Associates

Nil

The development in business operations/ performance of the Subsidiaries/ Joint Venture, is given in Management Discussion and Analysis Report which forms part of this Annual Report.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Joint Venture companies, as per Section 129(3) of the Act, is annexed to the consolidated financial statements and therefore not repeated in this Directors'' Report.

11. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) INITIATIVES:

The CSR Policy of the Company inter-alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors (in accordance with the requirements of the Act is available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/ Policies/CSR_Policy.pdf and is also annexed herewith and marked as Annexure-1. There has been no change in the policy during the year under review.

Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company made during the three immediately preceding financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-2.

12. RISK MANAGEMENT:

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of overseeing implementation/ monitoring of Risk Management Plan and Policy; and continually obtaining reasonable

assurance from Management that all known and emerging risks have been identified and mitigated or managed.

The current constitution and role of the Risk Management Committee is in compliance with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the provisions of the Act and Listing Regulations, the Company has adopted Risk Management Policy. The details of the Risk Management Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/Policies/Risk_Policy.pdf. There has been no change in the Policy during the year under review.

Further details on the Risk Management activities including the implementation of Risk Management Policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report. In the opinion of the Board of Directors, none of these risks affect and/or threaten the existence of the Company.

13. VIGIL MECHANISM AND WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Company''s website and can be accessed through the link: https://www.alokind.com/Investor_ Relations-pdf/Policies/Whistle_Blower_Policy.pdf.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:i. Directors:(a) Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. V. Ramachandran (DIN: 02032853), retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. V. Ramachandran along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

The Nomination and Remuneration Committee and Board of Directors have recommended his reappointment for the approval of the shareholders.

(b) Changes in the Directors during the year under review:

Pursuant to the Resolution Plan approved by the National Company Law Tribunal, Ahmedabad Bench, JM Financial Asset Reconstruction Company Limited (acting in its capacity as trustee of JMFARC - March 2018 - Trust) (“JMFARC”), one of the resolution applicants and a Member holding 173,73,11,844 (34.99%) Equity Shares of the Company had vide letter dated 28th January, 2022, nominated Mr. Nirav Parekh (DIN: 09505075) as its nominee on the Board of the Company in place of Mr. Samir Chawla, who ceased to be the Director with effect from the said date on account of his resignation from the services of JMFARC.

Accordingly, the Board of Directors of the Company at its meeting held on 3rd March, 2022, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company, had approved the appointment of Mr. Nirav Parekh as Nominee Director (NonExecutive) representing JMFARC, with effect from 3rd March, 2022. Further, the said appointment was approved by the Members of the Company by way of Postal Ballot on 6th April, 2022.

ii. Key Managerial personnel:

During the year under review, there was no change in the Key Managerial Personnel of the Company. However, subsequent to the closure of the financial year, the following changes took place in the Key Managerial Personnel of the Company:

Mr. Ram Rakesh Gaur and Mr. Vinod Sureka were appointed as Chief Executive Officer and Joint Chief Financial Officer of the Company respectively effective from 20th July, 2023. Mr. Sunil O. Khandelwal has resigned from the position of the Manager of the Company effective from the close of business hours of 31st August, 2023.

15. NUMBER OF MEETINGS OF THE BOARD:

During the Year under review, 4 (four) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of this Annual Report.

16. pERFORMANCE EVALUATION:

The Nomination and Remuneration Committee has specified the manner of effective evaluation of performance of the Board, its Committees and individual

Directors in accordance with the provisions of Section 178 of the Act.

Accordingly, the Board has carried out an annual evaluation of its own performance, performance of the individual Directors including Independent Directors. Further, the Committees of the Board had carried out self-evaluation of its performance and the outcome was submitted to the Chairman of the Nomination and Remuneration Committee for his review.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

The terms and conditions of appointment of Independent Directors are available on the Company''s website and can be accessed through the link: https://www.alokind. com/Investor_Relations-pdf/Policies/Terms_and_ Conditions_of_Appointment_of_the_Independent_ Directors.pdf.

17. BOARD COMMITTEES:

The composition of various Committees of the Board is in accordance with the requirements of applicable provisions of Act and Listing Regulations. As on 31st March, 2023, the composition of various Committees of the Board is as follows:

A. Audit Committee:

Name of the Designation Category

Director

Mr. A. Siddharth Chairman Non-Executive

Independent Director

Ms. Mumtaz Member Non-Executive

Bandukwala Independent Director

Mr. Rahul Dutt Member Non-Executive

Independent Director

Mr. V. Member Non-Executive Non-

Ramachandran Independent Director

During the year under review, all the

recommendations made by the Audit Committee

were accepted by the Board.

B. Nomination and Remuneration Committee:

Name of the Designation Category

Director

Mr. Rahul Dutt Chairman Non-Executive

Independent Director

Mr. A. Siddharth Member Non-Executive

Independent Director

Mr. Hemant Member Non-Executive Non-

Desai Independent Director

C.

Stakeholders Relationship Committee:

Name of the Director

Designation

Category

Mr. Anil Kumar Rajbanshi

Chairman

Non-Executive NonIndependent Director

Mr. A. Siddharth

Member

Non-Executive Independent Director

Ms. Mumtaz Bandukwala

Member

Non-Executive Independent Director

Mr. V. Ramachandran

Member

Non-Executive NonIndependent Director

Note: Mr. Anil Kumar Rajbanshi, a member of the Committee has been appointed as the Chairman of the Committee with effect from 20th December, 2022 in place of Mr. A. Siddharth consequent to relinquishment of Chairmanship by him on 19th December, 2022.

D.

Corporate Social Committee:

Responsibility

'' and Governance

Name of the Director

Designation

Category

Ms. Mumtaz Bandukwala

Chairperson

Non-Executive Independent Director

Mr. Rahul Dutt

Member

Non-Executive Independent Director

Mr. V. Ramachandran

Member

Non-Executive NonIndependent Director

E.

Risk Management Committee:

Name of the Director

Designation

Category

Ms. Mumtaz Bandukwala

Chairperson

Non-Executive Independent Director

Mr. Anil Kumar Rajbanshi

Member

Non-Executive NonIndependent Director

Mr. V. Ramachandran

Member

Non-Executive NonIndependent Director

Note: The Risk management Committee was reconstituted on 14th April, 2022. For details of the reconstitution kindly refer to the Corporate Governance Report which forms part of this Annual Report.

F. Managing Committee [Voluntary Committee]:

The Board has constituted a voluntary committee known as the ‘Managing Committee'' to manage the day-to-day affairs of the Company and authorised to take all such decisions and actions as may be required to be taken in the ordinary course of the business.

Name of the Director

Designation

Category

Mr. V.

Ramachandran

Member

Non-Executive NonIndependent Director

Mr. Sunil O. Khandelwal

Member

Manager

Mr. Bijay Agrawal

Member

Chief Financial Officer

Mr. K. H. Gopal

Member

President, Corporate Affairs & Legal

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they have registered their names in the Independent Directors'' Databank.

c) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity.

19. DIRECTORS’ AppOINTMENT AND REMUNERATION pOLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has framed Policy for Selection of Directors and Determining Directors'' Independence and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees in compliance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations and the same are available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/Policies/Policy_for_Selection_of_Directors_ and_Determining_Directors''_Independence.pdf and https://www.alokind.com/Investor_Relations-pdf/ Policies/Remuneration_Policy.pdf, respectively.

The Policy for Selection of Directors and Determining Directors'' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors'' independence, if the person is intended to be appointed as independent director. There has been no change in the policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other

employees. There has been no change in the policies during the year under review.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies 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 the Company as at 31st March, 2023 and of the losses of the Company for the Financial Year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts for the Financial Year ended 31st March, 2023 on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

21. RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by the Company during the Financial Year ended 31st March, 2023 with related parties were in its ordinary course of business and on an arm''s length basis. During the year under review, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of the provisions of Section 134(3)(h), Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder.

Securities and Exchange Board of India (“SEBI”) vide its notification dated 9th November, 2021, had amended certain provisions of Regulation 23 of the Listing Regulations relating to Related Party Transactions. The said amendments were effective from 1st April, 2022. Accordingly, the Company''s Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions has been suitably amended. A copy of the amended Policy is available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/ Policies/Policy_on_Materiality_of_RPT.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 39 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS.

22. INTERNAL FINANCIAL CONTROLS:

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews the adequacy and effectiveness of Company''s Internal Controls and monitors the implementation of audit recommendations.

23. AUDITOR AND AUDITOR''S REpORT:(a) Statutory Auditors:

S R B C & CO LLP, Chartered Accountants (ICAI FRN Reg. No. 324982E / E300003) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 33rd AGM, held on 29th December, 2020. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Statutory Auditor''s Report are self-explanatory and do not call for any further comments. The Statutory Auditor''s Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2023, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

(b) Cost Auditors:

Pursuant to the provisions of Section 148 of the Act, read with the Rules made thereunder, the Company has appointed B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Reg. No. FRN-000011) to undertake the audit of the cost records of the Company for the Financial Year ended 31st March, 2023.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice convening the AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Rules made thereunder, the Company has maintained cost records.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company had appointed Mr. Virendra G Bhatt, Company Secretary in Practice, (Membership No.: A 1157; Certificate of Practice No.: 124) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023. The Report given by the Secretarial Auditor is annexed herewith and marked as Annexure-3.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. corporate governance report and

CERTIFICATE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report.

25. COMpLIANCE OF SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

26. BUSINESS RESpONSIBILITY AND SUSTAINABILITY REpORT:

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Annual_Reports/BRSR_FY_22-23.pdf.

27. ENERGY CONSERVATION, TECHNOLOGY absorption AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith and marked as Annexure-4.

28. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2023, is available on the Company''s website and can be accessed through the link: https://www.alokind.com/ generalmeeting_annual_returns.html.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKpLACE (pREVENTION, pROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). An Internal Committee has been set up to redress and resolve the complaints arising under the POSH. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment. There has been no change in the policy during the year under review.

During the year under review, the Company has not received any complaints in this regard.

30. particulars OF employees:

Pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Directors'' Report. Disclosures relating to remuneration and other details as required

under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Directors'' Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write their e-mail to [email protected].

31. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to Directors & employees of the Company under any scheme.

d. None of Directors of the Company have received any remuneration or commission from any of its subsidiaries.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. There has been no change in the nature of business of the Company.

g. There has been no change in the capital structure of the Company.

h. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

i. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

j. The financial statements of the Company were not revised.

k. The Company has not failed to implement any corporate action.

l. There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

m. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material.

n. There was no application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

o. There was no instance of one-time settlement with any Bank or Financial Institution.

32. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at all the manufacturing units of the Company.

33. ACKNOWLEDGEMENTS:

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors Alok Industries Limited

Place: Mumbai A. Siddharth

Date: 19th July, 2023 Chairman


Mar 31, 2022

The Board of Directors present this 35th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2022 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”).

1. FINANCIAL RESULTS:

The Company''s performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2022 is summarized below:

('' in crore)

Particulars

Standalone

Consolidated

31.03.2022

31.03.2021

31.03.2022

31.03.2021

Revenue from operations

7,150.91

3,735.31

7,309.50

3,847.59

Operating Profit / (Loss) before Interest, Depreciation and Taxes

611.61

(432.63)

609.92

223.25

Minority Interest and Share in Profit of Associates

-

-

(0.98)

(1.04)

Profit / (Loss) before exceptional items and taxes

(184.18)

(1,190.78)

(209.42)

(562.18)

Exception Item

-

(3,241.10)

-

(3,892.05)

Profit / (Loss) before Tax (after exceptional items)

(184.18)

(4,431.88)

(209.42)

(4,454.23)

Tax Expenses (including Deferred Tax)

-

1,423.11

(0.82)

1,219.09

Profit / (Loss) after Tax

(184.18)

(5,854.99)

(208.60)

(5,673.32)

Other Comprehensive Income

(0.50)

2.85

(41.95)

49.04

Total Comprehensive Income

(184.68)

(5,852.14)

(250.55)

(5,624.28)

2. TRANSFER TO RESERVES:

No amount has been transferred to Reserves for the Financial Year under review.

3. DIVIDEND:

On account of the Loss After Tax reported by the Company during the Financial Year 2021-22, the Board of Directors do not recommend any dividend (previous year Nil).

The Dividend Distribution Policy of the Company approved by the Board of Directors of the Company is in line with the requirements of Listing Regulations. The Policy is available on the Company''s website and can be accessed through the link: https://www. alokind.com/Downloads/Alok-Dividend_Distribution_ Policy-18.01.2020.pdf.

4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

(a) The Highlights of the Company’s Performance (Standalone) for the Financial Year Ended 31st March, 2022 are as under:

Total sales of the Company increased by 91.44% to ''7,150.91 crore from ''3,735.31 crore in the previous year.

Domestic sales increased by 96.22% to ''5,451.37 crore from ''2,778.11 crore in the previous year.

Export sales increased by 77.55% to ''1,699.54 crore from ''957.20 crore in previous year.

Operating EBITDA (before exceptional items) was positive at ''611.61 crore as compared to negative EBITDA (before exceptional items) of ''432.63 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was negative at ''184.18 crore as compared to negative PBT (before exceptional items) of ''1,190.78 crore in the previous year.

The reported Loss After Tax (after exceptional item) for the year was ''184.18 crore as compared to Loss After Tax (after exceptional item) of ''5,854.99 crore.

(b) The Highlights of the Company’s Performance (Consolidated) for the Financial Year Ended 31st March, 2022 are as under:

The Company achieved a consolidated revenue of ''7,309.50 crore higher by 89.98% as compared to consolidated revenue of ''3,847.59 crore in the previous year.

Operating EBITDA (before exceptional items) was ''609.92 crore as compared to EBITDA (before exceptional items) of ''223.25 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was negative at ''209.42 crore as compared to negative PBT (before exceptional items) of ''562.18 crore in the previous year.

The reported consolidated Loss After Tax (after exceptional item) for the year was ''208.60 crore as compared to Loss After Tax (after exceptional item) of ''5,673.32 crore in the previous year.

A detailed analysis of financial results is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act and Listing Regulations read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the consolidated financial statements forms part of this Annual Report. The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company''s website and can be accessed through the link: https:// www.alokind.com/shareholder.html. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 35th AGM of the Company.

6. EROSION OF NETWORTH:

Net worth as at 31st March, 2022 was negative at ''16,450.05 crore. Accumulated losses have resulted in the erosion of over 53.90% of peak net worth of negative ''10,688.68 crore during the immediately preceding four Financial Years.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the standalone financial statements (Refer Note 17 and 19 to the standalone financial statements).

8. MANAGEMENT DISCUSSION AND ANALYSIS REpORT:

The details pertaining to overview of the industry, important changes in the industry, external environment and outlook along with other information as required are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

9. CREDIT RATING:

The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

10. SHARE capital:

The paid-up Share Capital of the Company as on 31st March, 2022 was ''746.52 crore consisting of 496.52 crore Equity Shares of ''1/- each and 250.00 crore fully paid-up 9% Optionally Convertible Preference Shares of ''1/- each.

As a part of the Resolution Plan approved by the National Company Law Tribunal, Ahmedabad Bench, the Company had on 28th February, 2020, allotted on preferential basis to Reliance Industries Limited (“RIL”), 250,00,00,000 - 9% Optionally Convertible Preference Shares ("OCPS") of ''1 each for cash at par, for a total consideration of ''250 crore.

During the year, the OCPS were due for conversion at the option of RIL. Since RIL did not exercise its option to convert OCPS into equity shares, as per the terms and conditions of the OCPS, the Company will redeem the same on 27th February, 2030, i.e. the last day of the 10th anniversary of the date of allotment, by paying an amount at least equal to the outstanding OCPS subscription amount and there shall be no impact on Equity Share Capital of the Company.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMpANIES:

During the year under review, no Company became / ceased to be a subsidiary, joint venture or associate of the Company. Details of subsidiary, associate and joint venture of the Company as on 31st March, 2022, are as follows:

Sr. No.

Subsidiaries

1.

Alok Infrastructure Limited

2.

Alok International Inc.

3.

Alok International (Middle East) FZE

4.

Alok Global Trading (Middle East) FZE (business license cancelled on 12th September, 2017)

5.

Alok Singapore PTE Limited

6.

Alok Worldwide Limited

Sr. No.

Step-down subsidiaries

1.

Alok Industries International Limited

2.

Grabal Alok International Limited

3.

Grabal Alok (UK) Limited (under liquidation effective 10th July, 2017)

4.

Mileta, a.s.

5.

Kesham Developers & Infotech Private Limited (Under a voluntary winding up process effective 20th February, 2012)

6.

Springdale Information & Technologies Private Limited (Under a voluntary winding up process effective 20th February, 2012)

Sr. No.

Joint Ventures

1.

New City of Bombay Manufacturing Mills Limited

2.

Aurangabad Textiles and Apparel Parks Limited

3.

Triumphant Victory Holdings Limited

Sr.

No.

Associates

NIL

None of the above subsidiaries are ‘Material Subsidiary'' as defined in the Listing Regulations. As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries (“Policy”). The details of the Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/Policies/Material_Subsidiaries. pdf.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company''s website and can be accessed through the link: https://www.alokind.com/annualreport. html. The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed through the link: https://www.alokind. com/financialresult.html.

The development in business operations/performance of the Subsidiaries/ Joint Ventures / Associate Companies, forms part of the Management Discussion and Analysis Report which forms part of this Annual Report.

A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, is attached to the consolidated financial statements and therefore not repeated in this Directors'' Report to avoid duplication.

12. CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES:

The Corporate Social Responsibility and Governance ("CSR&G") Committee as on 31st March, 2022 comprises of Ms. Mumtaz Bandukwala (Chairperson of the Committee), Mr. Rahul Dutt and Mr. V. Ramachandran. As on 31st March, 2022, the composition of the CSR&G Committee conforms to the requirements of Section 135 of the Act.

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company''s website and can be accessed through the link: https:// www.alokind.com/Investor_Relations-pdf/Policies/CSR_ Policy.pdf and is also annexed herewith and marked as

Annexure-1.

Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company during previous three financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-2.

13. BUSINESS RISK MANAGEMENT:

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of overseeing implementation/ monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

The current constitution and role of the Risk Management Committee is in compliance with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the provisions of the Act and Listing Regulations, the Company has adopted Risk Management Policy. The details of the Risk Management Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/Policies/Risk_Policy.pdf

Further details on the Risk Management activities including the implementation of Risk Management Policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report. In the opinion of the Board of Directors, none of these risks affect and/or threaten the existence of the Company.

14. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Company''s website and can be accessed through the link: https:// www.alokind.com/Investor_Relations-pdf/Policies/ Whistle_Blower_Policy.pdf

15. DIRECTORS AND KEY MANAGERIAL pERSONNEL:i. Directors:

(a) Changes in the Directors during the year under review:

Pursuant to the Resolution Plan approved by the National Company Law Tribunal, Ahmedabad Bench, JM Financial Asset Reconstruction Company Limited (acting in its capacity as trustee of JMFARC - March 2018 - Trust) ("JMFARC"), one of the resolution applicants and a Member holding 173,73,11,844 (34.99%) Equity Shares of the Company had nominated Mr. Samir Chawla (DIN: 03499851) as its nominee on the Board of the Company. Accordingly, Mr. Samir Chawla was appointed as a Nominee Director (Non-Executive) representing JMFARC with effect from 14th September, 2020.

JMFARC vide letter dated 28th January, 2022, had withdrawn the nomination of Mr. Samir Chawla from the Board of the Company with effect from the said date on account of his resignation from the services of JMFARC and nominated Mr. Nirav Parekh (DIN: 09505075) as its nominee on the Board of the Company.

Accordingly, the Board of Directors of the Company at its meeting held on 3rd March, 2022, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company, had approved the appointment of Mr. Nirav Parekh as Nominee Director (Non-Executive) representing JMFARC, with effect from 3rd March, 2022. Further, the said appointment was approved by the Members of the Company by way of Postal Ballot on 6th April, 2022.

(b) Composition:

The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. As on 31st March, 2022, the composition of the Board is as follows:

Sr.

No.

Name of the Director

Designation

1.

Mr. A. Siddharth (DIN:00016278 )

Non- Executive, Independent Director and Chairman of the Board

2.

Ms. Mumtaz Bandukwala (DIN:07129301)

Non- Executive, Independent Director

3.

Mr. Rahul Dutt (DIN:08872616)

Non- Executive, Independent Director

4.

Mr. Hemant Desai (DIN: 00008531)

Nominee Director (Non- Executive) representing RIL

5.

Mr. Anil Kumar Rajbanshi (DIN:03370674)

Nominee Director (Non- Executive) representing RIL

6.

Mr. V. Ramachandran (DIN:02032853)

Nominee Director (Non- Executive) representing RIL

7.

Mr. Nirav Parekh (DIN:09505075)

Nominee Director (Non- Executive) representing JMFARC

(c) Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Anil Kumar Rajbanshi (DIN: 03370674), retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. Anil Kumar Rajbanshi along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

ii. Key Managerial personnel:

As on 31st March, 2022, following are the Key Managerial Personnel of the Company:

a) Mr. Sunil O. Khandelwal - Manager

b) Mr. Bijay Agrawal - Chief Financial Officer

c) Mr. Hitesh Kanani - Company Secretary and Compliance Officer.

There were no changes in the Key Managerial Personnel during the year.

16. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year ended on 31st March, 2022, 6 (Six) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of this Annual Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

17. BOARD EVALUATION:

The Company has a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

Pursuant to the Policy, the Board has carried out an annual evaluation of its own performance, performance of the individual Directors including Independent Directors. Further, the Committees of the Board had carried out self-evaluation of its performance and the outcome was submitted to the Chairman of the Nomination and Remuneration Committee for his review.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, commitment, independence, independent views and judgement, availability, attendance and participation in the

discussion at the Meetings, adherence to the Code of Conduct of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and Management, objective evaluation of Board''s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity.

The details of the Policy on evaluation of Board''s performance are available on the Company''s website and can be accessed through the link: https://www. alokind.com/Investor_Relations-pdf/Policies/Policy_on_ Appointment_&_Evaluation_of_Directors_KMPs_&_ SM.pdf.

The terms and conditions of appointment of Independent Directors are also available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Policies/Terms_and_Conditions_of_Appointment_of_ the_Independent_Directors.pdf.

In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity.

18. BOARD COMMITTEES:

The composition of various Committees of the Board is in accordance with the requirements of applicable provisions of Act and Listing Regulations. As on 31st March, 2022, the composition of various Committees of the Board is as follows:

A. Audit Committee:

1. Mr. A. Siddharth, Chairman of the Committee

2. Ms. Mumtaz Bandukwala

3. Mr. Rahul Dutt

4. Mr. V. Ramachandran

During the year under review, Ms. Mumtaz Bandukwala, an Independent Director, was appointed as a member of the Committee on 26th August, 2021.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee:

1. Mr. Rahul Dutt, Chairman of the Committee

2. Mr. A. Siddharth

3. Mr. Hemant Desai

C. Stakeholders’ Relationship Committee:

1. Mr. A. Siddharth, Chairman of the Committee

2. Ms. Mumtaz Bandukwala

3. Mr. Anil Kumar Rajbanshi

4. Mr. V. Ramachandran

D. Corporate Social Responsibility and Governance ("CSR&G") Committee:

1. Ms. Mumtaz Bandukwala, Chairperson of the Committee

2. Mr. Rahul Dutt

3. Mr. V. Ramachandran

E. Risk Management Committee:

1. Ms. Mumtaz Bandukwala, Chairperson of the Committee

2. Mr. Anil Kumar Rajbanshi

3. Mr. V. Ramachandran

Note: The Risk management Committee was reconstituted on 14th April, 2022.

F. Managing Committee: [Voluntary Committee]

1. Mr. V. Ramachandran - Non-Executive

2. Mr. Sunil O. Khandelwal - Manager

3. Mr. Bijay Agrawal - Chief Financial Officer

4. Mr. K. H. Gopal - President - (Corporate Affairs & Legal)

19. DECLARATION BY INDEpENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they are in compliance of Code of Conduct; and

c) they have registered their names in the Independent Directors'' Databank.

20. DIRECTORS AppOINTMENT AND REMUNERATION pOLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Policy for selection and appointment of Directors & Senior Management and their remuneration. The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters

provided under Section 178(3) of the Act and Regulation 19 of the Listing Regulations is available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Policies/Remuneration_Policy.pdf and is also annexed herewith and marked as Annexure-3.

21. DIRECTORS’ RESpONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c) of the Act that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies 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 the Company as at 31st March, 2022 and of the losses of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

22. RELATED pARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of the provisions of Section 134(3) (h), Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed through the link: https://www. alokind.com/Investor_Relations-pdf/Policies/Policy_on_ Materiality_of_RPT.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 40 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS.

23. INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

24. AUDITORS:(a) Statutory Auditors:

M/s. S R B C & CO LLP (ICAI Reg. No. 324982E/ E300003) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 33rd AGM, held on 29th December, 2020. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditors'' Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2022, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

(b) Cost Auditors:

Pursuant to the provisions of Section 148 of the Act, read with the Rules made thereunder, the Company has appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Reg No. FRN-000011) to undertake the audit of the cost records of the

Company for the Financial Year ending 2022-23.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice convening the AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Rules made thereunder, the Company has maintained cost records.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company had appointed Mr. Virendra G Bhatt, Company Secretary in Practice, (Membership No.: A 1157; Certificate of Practice No.: 124) to undertake the Secretarial Audit of the Company for the Financial Year ended 2021-22. The Report given by the Secretarial Auditor is annexed herewith and marked as Annexure-4.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, read with the Rules made thereunder, M/s. Bhandarkar & Co., Chartered Accountants and M/s. HPVS & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2021-22 and had been entrusted with the internal audit of different plants/ divisions of the Company. M/s. HPVS & Associates, one of the internal Auditors had resigned with effect from 30th November, 2021 due to their inability to schedule regular visit and depute staff in person to Company''s plant locations due to Covid-19 pandemic. Consequent to the above casual vacancy, the Company has re-allocated the assignment held by M/s. HPVS & Associates to M/s. Bhandarkar & Co., by amending their scope of work for the remaining tenure of Financial Year 2021-22.

25. corporate governance report and

CERTIFICATE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report.

26. COMPLIANCE OF SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. BUSINESS RESPONSIBILITY REPORT:

In compliance with Regulation 34 of Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front forms part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy. The said Policy is available on Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Policies/Business_Responsibility_Policy.pdf.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith and marked as Annexure-5.

29. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2022, is available on the Company''s website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/General_Meetings/AGM/2021-22_35th_AGM-26.07.2022/Form_MGT_7_Annual_ Return_31Mar2022.pdf.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, pROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment.

During the year under review, the Company has not received any complaints in this regard.

31. particulars OF employees:

In terms of the provisions of Section 197(12) of the Act, read with the Rules made thereunder, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, which forms part of this Directors'' Report.

Disclosures relating to remuneration and other details as required pursuant to provisions of Section 197(12) of the Act, read with the Rules made thereunder, which forms part of this Directors'' Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write their e-mail to [email protected].

32. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. None of Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. There has been no change in the nature of business of the Company.

g. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

h. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

i. The financial statements of the Company were not revised.

j. The Company has not failed to implement any corporate action.

k. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

l. There are no significant material changes and commitments affecting the financial position of the

Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material.

m. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

n. There was no instance of one-time settlement with any Bank or Financial Institution.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at all the

manufacturing units of the Company.


34. ACKNOWLEDGEMENTS:

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors Alok Industries Limited

Place: Mumbai A. Siddharth

Date: 14th April, 2022 Chairman


Mar 31, 2018

This Report was discussed in a meeting held with the Key Management persons and thereafter taken on record by the Resolution Professional. Accordingly, Report for the year ended 31st March, 2018 is as under.

1. FINANCIAL RESULTS:

(Rs.in crore)

Particulars

Standalone

Consolidated

31.03.2018

31.03.2017

31.03.2018

31.03.2017

Revenue from operations

5381.95

8326.07

5562.08

8919.42

Operating Profit/ (Loss) before Interest, Depreciation and Taxes

(12993.75)

(1839.83)

(13311.20)

(1390.37)

Profit/ Loss Before Tax (after exceptional items)

(18204.43)

(5625.98)

(18567.15)

(5392.88)

Tax Expenses (including Deferred Tax)

11.19

(2123.56)

10.43

(2320.85)

Minority Interest and Share in Profit of Associates

0.00

0.00

(0.48)

(11.11)

Profit after Tax

(18206.82)

(3502.67)

(18578.06)

(3083.14)

2. COMPANY’S PERFORMANCE:

The total sales of the Company for the year under review amounted to Rs.5381.95 crores (including exports with incentives of Rs.922.82 crores).

The loss before tax was Rs.18204.43 crores mainly due to sub-optimum level of manufacturing operations, lower profitability, provision for doubtful debts and advances, higher interest burden and depreciation.

The Company was facing a financial crunch since early 2014, which led to the initiation of the corporate insolvency resolution process. The Company also took a conscious call to cease its trading business which further resulted in reduction in revenues.

A detailed analysis of financial results is given in the “Management Discussion and Analysis Report”, which forms part of this Report.

3. DIVIDEND:

There is no recommendation of dividend.

4. TRANSFER TO RESERVES:

In view of the losses, for the year under review, your Company has not transferred any amount to General Reserves.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2017 was Rs.13,773,178,950 comprising of 1,377,317,895 Equity Shares of Rs.10/- each. During the year under review, the Company has not issued any further shares to the members or general public.

6. EMPLOYEE STOCK OPTION SCHEME (ESOS):

During the year under review, the Company has not granted any stock options and hence the details of the shares issued under Employee Stock Option Scheme (ESOS) and also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 do not form part of this report. The earlier options granted to the employees lapsed during the financial year 2016-17 and the necessary disclosures had been provided in the Annual Report as at 31.03.2017. All the options granted to the employees of the Company in the past have been exercised or lapsed and there are no options outstanding as on date that can be exercised in the future.

7. FINANCE AND ACCOUNTS:

During the year under review, the Company availed an interim finance of Rs.150.00 crores, in terms of the Code, after commencement of the CIR process and a short term loan of Rs. 20.00 crores, prior to commencement of the CIR process for working capital. Out of the said loans the Company has repaid Rs.50.00 crores of interim finance, in line with the terms and conditions of the loan, as on 31.03.2018.

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended 31.03.2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of the Company for the year ended March 31, 2018.

8. DEPOSITS

During the year under review, the Company has not accepted any deposit or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/ Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the Section 135 of the Companies Act, 2013, comprising of 3 Directors including an Independent Director. Since the powers of the Board are suspended, the CSR Committee has not met during this period.

For the current financial year 2017-18, as the average profits for the last three years is negative, the Company does not have to spend any amount on CSR.

Financial year

Net profit/loss (Rupees in crores)

2015-2016

(4205.95)

2016-2017

(3502.49)

2017-2018

(18206.82)

Average profit/loss of last three financial year: (8638.42) crores

Further, due to paucity of funds, the company has also not been able to spend the amount required to be spent in FY 16-17 and FY 17-18 on CSR activities based on the results of the company for FY 2014-15.

The Company’s Policy on Corporate Social Responsibility has formally been put in place in the year 2014-15 and the Policy can be reached at our website www.alokind.com

12. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year, employee relations at all the Units remained cordial. This motivated work force has helped your Company to move along in spite of adversities. Most of the workforce at the plants and offices and senior management team, to their credit, has remained with the company in these trying times.

13. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Pursuant to commencement of the CIR Process, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or resolution professional, as the case may be, in accordance with the provisions of the Code. Accordingly, the Risk Management Committee as well as the Audit Committee has not met after 18 July 2017.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee. During the CIR process, the Chief Financial Officer (“CFO”) has been mandated by the Resolution Professional to evaluate the Internal Audit reports and ensure corrective actions. The Internal Audit is outsourced to external firms of Chartered Accountants and they evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Company has in place adequate internal financial controls with reference to financial statements and other matters.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances for redressal. The Whistle Blower Policy has been posted on the website of the Company viz, www.alokind.com. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee until 18 July 2017 and to the Resolution Professional thereafter and that no complaints were received during the year.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31.03.2018, the Company had 9 subsidiaries (direct or step down), and was joint venture partner in two companies as under. Further Alok Infrastructure Limited divested its entire stake in its two joint ventures Ashford Infotech Private Limited and Alspun Infrastructure Limited during the year.

Subsidiaries of Alok Industries Limited

1. Alok Infrastructure Limited

2. Alok International Inc. (incorporated in the state of New York, USA)

3. Alok International (Middle East) FZE (incorporated in Dubai)

4. Alok Singapore PTE Limited (incorporated in Singapore)

5. Alok Worldwide Limited (incorporated in the British Virgin islands)

Step-down subsidiaries of Alok Industries Limited

1. Alok Industries International Limited (incorporated in the British Virgin Islands)

2. Grabal Alok International Limited (incorporated in the British Virgin Islands)

3. Grabal Alok (UK) Limited (incorporated in UK) (under liquidation w.e.f. 10th July, 2017)

4. Mileta, a.s.(incorporated in the Czech Republic)

Joint Ventures

1. New City of Bombay Manufacturing Mills Limited

2. Aurangabad Textiles and Apparel Parks Limited

Associates

Nil

During the year under review, one subsidiary company, Alok Global Trading (Middle East) FZE was voluntarily liquidated.

Alok Infrastructure Limited divested its entire stake in the equity and preference capital of two joint venture companies, namely, Ashford Infotech Private Limited and Alspun Infrastructure Limited during the financial year ending 31st March 2018.

Alok Infrastructure Limited has been admitted under the Corporate Insolvency Resolution Process in terms of the Insolvency and Bankruptcy Code 2016 on 24 October 2018.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC- 1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary are also available on the website of the Company at www.alokind.com.

The Company has framed a policy for determining material subsidiaries, which has been uploaded on company’s website at www.alokind.com. In terms of the policy, none of the subsidiaries of the company was determined to be a material subsidiary by the Board of Directors in the previous years.

17. DIRECTORS AND KEY MANGERIAL PERSONNEL:

I. Appointments

During the year IFCI Limited nominated Mr. Suneet Shukla as the Nominee Director on the Board of the Company effective from 15th May, 2017 in place of Mr. Sachikanta Mishra.

II. Resignations

During the year, the Nomination of Mr. Sachikanta Mishra on the Board of the Company was withdrawn by IFCI Limited effective from 15th May, 2017. Further, IDBI Bank Limited withdrew nomination of Mr. Rajiv Kumar on the Board of the Company effective from 5th August, 2017.

Further, Mrs. Thankom Mathew, Independent Woman Director, citing other commitments, stepped down as the Director of the Company, effective from 1st December, 2017.

LIC of India has also withdrawn their nomination of Mr. Pradeep Kumar Rath on the Board of the Company effective from 9th May, 2018. Further, Mr. Atanu Sen nominated by State Bank of India on the Board of the Company has also tendered his resignation effective from 4th July, 2018.

III. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Surendra B. Jiwrajka, Mr. Tulsi Tejwani and Mr. Senthilkumar M.A. will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

IV. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company during the financial year under review:

(1) Mr. Ashok B Jiwrajka - Executive Director & CE (Home Textiles),

(2) Mr. Dilip B. Jiwrajka - Managing Director & CE (Apparel Fabrics),

(3) Mr. Surendra B. Jiwrajka - Joint Managing Director & CE (Polyester),

(4) Mr. Senthilkumar M. A. - Executive Director & CEO (Processing),

(5) Mr. Tulsi Tejwani - Executive Director & CEO (Weaving)

(6) Mr. Sunil O. Khandelwal - Chief Financial Officer,

(7) Mr. K.H. Gopal - Company Secretary.

There is no change in the Key Managerial Personnel of the Company during the year under review.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As stated above, as the powers of the Board of Directors stood suspended post 18 July 2017, the Board met only once during the year under review and the details of which are given in the Corporate Governance Report forming part of this Annual Report. During the financial year ended 31 March, 2018, one Board Meeting was held on 30 May, 2017. The attendance of each of the Director was as under:

Sr. No

Names of the Directors who attended

1.

Mr. Surinder Kumar Bhoan

2.

Mr. Keshav D. Hodavdekar

3.

Mr. Ashok B. Jiwrajka

4.

Mr. Dilip B. Jiwrajka

5.

Mr. Senthilkumar M. A.

6.

Mr. Tulsi Tejwani

7.

Mr. Suneet Shukla

8.

Mr. Atanu Sen

9.

Mr. Pradeep Kumar Rath

10.

Mr. Rajeev Kumar

Names of the Directors who were granted Leave of Absence

1.

Mr. Surendra B. Jiwrajka

2.

Mrs. Thankom T. Mathew

19. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

(1) Audit Committee;

(2) Remuneration and Nomination Committee;

(3) Stakeholders’ Relationship Committee;

(4) Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

20. DIRECTORS’ EVALUATION:

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, a company undergoing CIR process is not required to comply with the requirement of conducting evaluation of the independent directors. Therefore, subsequent to commencement of the CIR process the evaluation of the independent directors of the Company was not required to be carried out under the provisions of the Regulation 17(10) SEBI LODR Regulations. Further, in accordance with Rule 8(4) of Companies (Accounts) Rules, 2014, the board of directors of a company are required to evaluate its own performance and that of its committees and individual directors. However pursuant to commencement of the CIR process of the Company, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or the resolution professional, as the case may be, in accordance with the provisions of the Code.

21. REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report and is also available on the Company’s website at www.alokind.com.

22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR(S):

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and Responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization program are explained in the Corporate Governance Report and are also available on the Company’s website at www.alokind.com.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. MANAGEMENT OPINION ON THE QUALIFICATIONS/EMPHASIS OF MATTERS/NOTES GIVEN BY AUDITORS: Auditors’ Qualification:

As per Ind AS 36 on Impairments of assets, the Holding Company is required to determine impairment in respect of fixed assets as per the methodology prescribed under the said Standard. However the Management of the Holding Company has not done impairment testing for the reasons explained in note no. 7 of the Financial Results. In the absence of any working for impairment of the fixed assets as per Ind AS 36, the impact of impairment, if any, on the Consolidated Financial Results is not ascertainable.

Management opinion:

The Company’s current level of operations, at about 30% of the capacity, may not be an indication of the future performance of the Company. A Resolution Plan for revival of the Company is under consideration of the Adjudicating Authority. Therefore, until a resolution plan has been implemented, reliable projections of availability of future cash flows of the Company supporting the carrying value of Property, Plant and Equipment cannot be determined, hence are not available. Accordingly Impairment testing under Ind AS has not been performed while presenting these results.

Auditors’ Qualification:

As mentioned in note no. 4 of the Financial Results, the Holding Company continued to recognize deferred tax assets upto March 31, 2017, Rs. 1423.11 crore. Considering the pending NCLT approval for resolution plan and absence of probable certainty and convincing evidence for taxable income in future, as required by the Ind AS - 12, we are unable to ascertain the extent to which these deferred tax assets can be utilized.

Management opinion:

The net deferred tax assets as on 31 March 2018 are Rs. 1423.11 crores (Previous Year Rs. 1423.11 crores). The Resolution Plan for the Company is under consideration of the Adjudicating Authority. Reliable projections of future taxable income, therefore, shall be available only when the Resolution Plan is implemented. Accordingly, deferred tax assets for the current period and the Financial Year are presently not recognised and the net deferred tax assets as at the end of the previous financial year have been carried forward. Since the company has continued to operate as a going concern in terms of the Code and expects that a resolution plan will be eventually admitted, based on the past normal level of operations of the company, the company expects that post implementation of the resolution plan, sufficient taxable income will be available for availing the deferred tax benefit.

Auditors’ Qualification:

The Consolidated Financial Results include the Unaudited Financial Results of two subsidiaries whose Ind AS Financial Statements reflect total assets of Rs. 380.37 crores as at 31st March, 2018, total revenue of Rs. 182.10 crores, net cash outflows amounting to Rs. 0.57 crores, net loss after tax of Rs. 464.61 Crores, and total comprehensive loss amounting to Rs. 464.61 crores for the year ended on that date, as considered in the Ind AS Consolidated Financial Statements. Our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on such Unaudited Ind AS Financial Statements. We are not in a position to comment on the consequential impact, if any, arising out of subsequent audit of these entities, on the Consolidated Financial Results. Our opinion on the Consolidated Financial Results is modified in respect of our reliance on the Ind AS financial statements/ financial information certified by the Management. The audit report on the Ind AS Consolidated Financial Results for the period ended 31st March, 2017 was also qualified in respect of this matter.

Management opinion:

The two subsidiaries Alok International Inc. (parent company, Alok Industries Limited) and Mileta a.s. (parent company, Alok Infrastructure Limited) are incorporated in the United States of America (US) and the Czech Republic (Czech) respectively. The US subsidiary has not carried out any activity during the year 2017-18 under review. Since this company is effectively a defunct company, management is of the view that the audited financial statements of this step-down subsidiary will not materially differ from the unaudited versions and hence may be relied upon. The Czech step-down subsidiary, an integrated textile company, while being operational and profit making too, is not a material subsidiary. For the year under review, the Czech subsidiary had a resource crunch causing a delay beyond August 2018 for finalization of its accounts, which is permissible, being an unlisted entity. The management had to therefore consider the unaudited numbers for the purpose of consolidation. Since the Czech company is not a material subsidiary, the management is of the opinion that the unaudited financial statements of the Czech step-down subsidiary may also be relied upon.

Material Uncertainty Related to Going Concern

As mentioned in note no. 34 of the standalone Ind AS financial statements, the Company incurred a total comprehensive loss of Rs. 18,206.82 crores during the year ended March 31, 2018 and, as of that date, the Company’s current liabilities exceeded its total assets by Rs. 15,200.53 crores. As stated in note no. 32 of the standalone Ind AS financial statements, these events or conditions, along with other matters as set forth in note no. 33 of the standalone Ind AS financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Management opinion

Members are requested to refer to the opening paragraphs and the section on Revival Plan of the company in this regard.

Emphasis of Matters

[Also refer point (x) of ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT]

On the basis of the facts mentioned in note no. 35 of the standalone Ind AS financial statements, we are unable to comment on the possible impact on standalone Ind AS financial statements, related disclosures and our reporting thereon, if any, regarding the said transactions until the final conclusion of the matter. Our opinion is not modified in respect of this matter.

Management opinion

Attention of members is invited to note no. 35 of the Notes to Accounts of the standalone Ind AS financial statements where details have been provided. The decision of the Adjudicating Authority is awaited.

Point (iv) - ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of loans, investments, guarantees and securities except for the following non-compliances:

(a) The company has not taken prior approval from public financial institutions before giving loans to the subsidiaries during the year, as required under sub-section 5 of Section 186.

(b) The company has not charged any interest on the loan given to the subsidiaries during the year ended March 31, 2018, sub-section 7 of Section 186.

Management opinion

The amounts extended by the Company to Alok Infrastructure Limited, its wholly owned subsidiary, were largely to meet its critical running expenses. Further, substantial portion of the assets of Alok Infrastructure Limited have been collatarized to secure the loans availed by the Company and therefore Alok Infrastructure was not in a position to monetize some of its assets to meet its running expenses. Besides, the Company though had leased the premises of Alok Infrastructure Limited for its corporate office but due to severe cash shortage the companies agreed that Alok Infrastructure will not charge lease rent. Accordingly, in the opinion of the management, the waiver of the lease rental more than offsets the interest that the company would have received on the loans granted during the year.

Basis of Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31, 2018:

1. On the basis of the facts mentioned in note no. 35 of the standalone Ind AS financial statements, we are unable to comment on the possible impact on standalone Ind AS financial statements, related disclosures and our reporting thereon, if any, regarding the said transactions until the final conclusion of the matter.

2. The Company’s internal financial controls over obtaining certain bank balance confirmations were not operating effectively, which could potentially result in affecting the expenses such as interest, bank charges etc. and bank balances in the books of the Company.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management opinion

1. Attention of members is invited to note no. 35 of the Notes to Accounts of the standalone Ind AS financial statements where details have been provided. The decision of the Adjudicating Authority is awaited.

2. Since the company is under CIR process, all its major accounts are under the Trust and Retention arrangements which are directly under the control of the banks. Very few bank accounts have any transactions and in some of these, there has been difficulty in obtaining bank balance confirmations for all the months during the year. Further the company is accruing interest based on the claims filed by the Banks and admitted by the Resolution Professional under the CIR process. Accordingly, in the opinion of the management, non-availability of some of the bank statements / balance confirmations from Banks has no material impact on the financial statements of the company.

25. DIRECTORS’ RESPONSIBILITY STATEMENT / Statement by the Chief Financial Officer (CFO) and taken on record by the Resolution Professional.

To the best of knowledge and beliefs and according to the information and explanations obtained by the CFO of the Company, the CFO makes the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) the CFO had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit /loss of the Company for the year ended on that date;

(c) that the CFO has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis in terms of the code;

(e) that the CFO had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the CFO had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. RELATED PARTY TRANSACTIONS:

All transactions, as certified by the CFO of the Company, entered with Related Parties for the year under review until 18 July 2017 were on arm’s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI LODR Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Post 18th July 2017, in terms of the provisions of the Code, the nature of the related party transactions was approved by the CoC and the CFO and the Chief Compliance Officer of the company have confirmed to the Resolution Professional that only approved transactions have been entered into post the admission under CIR Process. Accordingly, since disclosure in form AOC- 2 is required to be made only of the related party transactions or arrangements that were not at arm’s length basis or the material related party transactions that were at arm’s length basis in accordance with the Section 188 of the Companies Act, 2013, the disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions prior to the commencement of the CIR Process were authorized by the Audit Committee/ Board, as applicable for approval and thereafter by the Resolution Professional who in turn, was authorized by the CoC.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.alokind.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

27. SIGNIFICANT OR MATERIAL ORDERS THAT WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

(a) Pursuant to an application made by State Bank of India, the Adjudicating Authority vide its order dated 18 July, 2017, initiated CIR process of the Company in accordance with the provisions of the Code. The Adjudicating Authority appointed Mr. Ajay Joshi as the Interim Resolution Professional (IRP) for the CIR process who was later confirmed as Resolution Professional by the Committee of Creditors on 16 August, 2017. In terms of Section 23 of the Code read with Section 25 of the Code, the powers of the Board of Directors stand suspended and the management of the affairs of the Company vests in the Resolution Professional (RP) of the Company i.e. Mr. Ajay Joshi. .

(b) Pursuant to the Order of the Adjudicating Authority and in light of the Ordinance dated 6 June 2018, meetings of the CoC were convened by the RP on 18 June 2018 and 20 June, 2018, the CoC approved the Resolution Plan with the requisite assenting majority votes (72.192%) and the RP filed an application with the Adjudicating Authority for approval of the Resolution Plan.

(c) The Resolution Plan is pending adjudication before the Hon’ble NCLT.

(d) Further, a financial creditor of the Company, has filed an application before the Hon’ble National Company Law Appellate Tribunal, Delhi, challenging the Order under which the Resolution Plan was re-voted by the CoC and was approved with the requisite majority of assenting votes. The aforesaid application is reserved for order by the Hon’ble National Company Law Appellate Tribunal, Delhi.

28. AUDITORS:

A. STATUTORY AUDITORS

M/s NBS & Co., Chartered Accountants, Mumbai (Firm Registration No. 110100W) and M/s Shah Gupta & Co, Chartered Accountants (Firm Registration No.109574W) were appointed as the Joint Statutory Auditors of the Company at the Annual General Meeting held on 24th September, 2016 for a term of 5 consecutive years. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the Financial Statement of the Company is part of this Annual Report.

B. COST AUDIT / COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain Cost Records and is also required to have the Cost Records audited every year.

M/s. B.J.D. Nanabhoy & Co, Cost Accountants, Mumbai (Reg No. FRN-000011) carried out the cost audit for applicable business during the year. Section 148 of The Companies Act 2013 read with Rule 6 of the Companies (Cost Records and Audit) Rules, 2014 requires that the appointment of the Cost Auditor to be made within 180 days of the commencement of every Financial Year and accordingly, the Resolution Professional has appointed them as Cost Auditors for the financial year 2018-19.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification of the remuneration payable to M/s. B.J.D. Nanabhoy & Co, Cost Auditors is included in the Notice convening the Annual General Meeting.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Virendra G Bhatt, a Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report in MR-3 is annexed as Annexure 5 and forms an integral part of this Report. The remarks contained in the Secretarial Audit report have been discussed in the Managements Opinion on the Emphasis of matters/ notes given by auditors section which forms part of this report.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out as separate Annexures together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 2 and forms an integral part of this Report.

31. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure 1 and forms an integral part of this Report.

32. PARTICULARS OF EMPLOYEES:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 4.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Except, Mr. Ashok Jiwrajka, Mr. Dilip Jiwrajka and Mr. Surendra Jiwrajka and their sons, Mr. Alok Jiwrajka, Mr. Varun Jiwrajka and Mr. Niraj Jiwrajka respectively, who are related to each other, none of the employees listed in the said Annexure is a relative of any Director of the Company. Further, during the financial year under review, Mr. Ashok Jiwrajka, Mr. Dilip Jiwrajka and Mr. Surendra Jiwrajka each held (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

33. ENVIRONMENT:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company’s Internal Complaints Committee (ICC) is formed and its details are declared across the organizations. All ICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy. During the year under review, no complaints were reported to the ICC.

35. GENERAL

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to acceptance of deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees’ Stock Option Scheme referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board or the Resolution Professional.

36. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

37. ACKNOWLEDGEMENT

The Board / Resolution Professional together with the Key Managerial Persons expresses their sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

Sunil O. Khandelwal K. H. Gopal

Chief Financial Officer Company Secretary

Taken on record

Ajay Joshi

Mumbai, 28th November, 2018 Resolution Professional


Mar 31, 2015

Dear MEMBERS,

The Directors are pleased to present their 28th Annual Report together with the Audited Accounts for the 18 months period ended 31st March, 2015.

Financial Results

The financial performance of the Company for the 18 months period ended is summarized below:

(Rs. Crore) Particulars Stand alone 31.03.2015 30.09.2013 (18 Months) (18 Months)

Sales / Job charges (net of excise) 22130.72 19,917.75

Other Income 224.82 341.91

Total Income 22355.54 20259.66

Total Expenditure 17085.12 14,492.80

Operating Profit Before Interest, Depreciation & Taxes 5270.41 5766.86

Interest 3251.16 2542.45

Depreciation 1461.21 1,360.77

Profit Before exceptional items & Tax 558.04 1,863.64

Exceptional Items - (463.74)

Profit Before Tax 558.04 1,399.90

Add / (Less): Provision For Taxation

— Current Tax (92.90) (442.37)

— Deferred Tax Provision (204.12) (37.37)

— MAT Credit Entitlement 87.74 -

Profit After Tax 348.76 920.16

Add/(Less): Share of Profit of Associates - -

Profit After Tax after Minority Interest 348.76 920.16

Balance brought forward from the previous year 2328.84 1380.16

Add: Profit and Loss Reserve on Amalgamation - 49.31

Balance available for appropriation 2677.60 2300.32

Which the Directors apportioned as follows:

(i) Proposed Dividend - (41.32)

(ii) Dividend Tax thereon - (7.02)

(iii) Transferred from Debenture (3.03) 76.86 Redemption Reserve

(iv) Excess/(Short) Provision of Dividend and Tax - -

thereon of previous year

(v) Transferred to General Reserve - -

(vi) Transferred to Capital Reserve - -

Sub-total (3.03) 28.52

Balance to be carried forward 2674.57 2328.84

(Rs. Crore) Particulars Consolidated 31.03.2015 30.09.2013 (18 Months) (18 Months)

Sales / Job charges (net of excise) 24153.06 21,388.36

Other Income 467.20 412.00

Total Income 24620.26 21800.36

Total Expenditure 18983.71 16,155.19

Operating Profit Before Interest, Depreciation & Taxes 5636.55 5645.17

Interest 3512.72 2813.62

Depreciation 1521.78 1,418.20

Profit Before exceptional items & Tax 602.05 1 413.35

Exceptional Items (131) (634.38)

Profit Before Tax 471.05 778.97

Add / (Less): Provision For Taxation

— Current Tax (97.97) (449.28)

— Deferred Tax Provision (206.51) (35.04)

— MAT Credit Entitlement 87.74 -

Profit After Tax 254.31 294.65

Add/(Less): Share of Profit of Associates 3.95 2.07

Profit After Tax after Minority Interest 258.26 296.72

Balance brought forward from the previous year 1002.21 629.63

Add: Profit and Loss Reserve on Amalgamation - 49.31

Balance available for appropriation 1260.47 975.66

Which the Directors apportioned as follows:

(i) Proposed Dividend - (41.32)

(ii) Dividend Tax thereon (0.57) (7.94)

(iii) Transferred from Debenture Redemption Reserve (3.03) 76.86

(iv) Excess/(Short) Provision of Dividend and Tax - (0.58) thereon of previous year

(v) Transferred to General Reserve (0.78) (0.47)

(vi) Transferred to Capital Reserve - -

Sub-total (4.38) 26.55

Balance to be carried forward 1256.09 1002.21

Notes: Previous years'' figures have been reclassified/regrouped wherever necessary, to correspond with those of the current period

Year in Retrospect:

For the 18 months period ended 31st March, 2015 your Company recorded sales of Rs. 22130.72 crore. The exports of your Company for the year (including incentives) stood at Rs. 3861.60 crore. The profit before tax was at Rs. 558.04 crore.

Your Company''s performance for the period under review are given in greater detail in the ''Management Discussion and Analysis'', which forms part of this Directors'' Report.

Awards and Recognition

During the year under review, your Company has won awards in following categories:

A. From Cotton Textile Exports Council of India (TEXPROCIL):

1. Gold Trophy for the Highest Exports of Bed Linen/Bed Sheets/Quilts in Madeups;

2. Gold Trophy for the Highest Exports of Other Fabrics including Embroidered Fabrics, Laces;

3. Gold Trophy for the Highest Exports of Terry Towels in Madeups;

4. Silver Trophy for the Second Highest Exports of Bleached/ Dyed/Yarn Dyed/Printed Fabrics;

5. Silver Trophy for the Second Highest Global Exports (Overall).

B. From The Synthetic & Rayon Textiles Export Promotion Council:

6. Award for Fourth Best Overall Export Performance in the Category of SRTEPC Special Award (Trophy);

Dividend

The Board of Directors has not recommended any dividend on the Share Capital of the Company for the period ended 31st March 2015 considering the current cash flow position of the company.

Share Capital

During the period under review, your Company on 13th November, 2014 has granted 2,02,300 Equity Shares of Rs. 10.00 each for cash at par under ESOP Scheme to its employees. Accordingly, the Company''s equity share capital as on 31st March, 2015 stands at Rs. 1377.33 crore divided into 137,73,17,895 fully paid equity shares of Rs. 10/- each.

Loans

During 18 months period ended 31st March, 2015, your Company has repaid debt of Rs. 683.51 crore, both secured and unsecured. The total debt at the end of the period stood at Rs. 15346.67 crore compared to Rs. 16030.18 crore at the end of previous year.

Capital Expenditure

As at 31st March, 2015, the gross fixed assets (including CWIP) stood at Rs. 13563.18 crore and the net fixed assets stood at Rs. 8376.75 crore. During the period 18 Months ended 31st March, 2015, your company has incurred a capital expenditure of Rs. 147.41 crore across various divisions.

Details of your Company''s capacities across various divisions are provided under the head ''Alok''s Capacities'' (Table No.10) in the Management Discussion and Analysis annexed to this Report.

Extension of Accounting Period

Your Company has extended its accounting period upto 18 months, i.e. 1st October, 2013 to 31st March, 2015 and has obtained necessary approvals in this regard. Accordingly the Company has also obtained necessary approval to convene the Annual General Meeting on or before 26th June, 2015 in accordance with Section 166 read with Section 210 of the Companies Act, 1956.

Deposits

During the period under review your Company has not accepted any fixed deposits from the public. All deposits accepted during the previous periods have been repaid together with interest accrued upto the date of maturity.

Subsidiary Companies

At the end of the accounting period under review, your Company had the following subsidiaries:

Subsidiaries of Alok Industries Limited

1. Alok Infrastructure Limited

2. Alok International Inc. (incorporated in the state of New York, USA)

3. Alok International (Middle East) FZE (incorporated in Dubai)

4. Alok Singapore Pte Limited (incorporated in Singapore)

5. Alok Worldwide Limited (incorporated in the British Virgin islands)

6. Alok Trading Singapore Pte Limited (incorporated in Singapore)

7. Alok Universal Singapore Pte Limited (incorporated in Singapore)

8. Alok Global Singapore Pte Limited (incorporated in Singapore)

9. Alok Merchant Singapore Pte Limited (incorporated in Singapore)

10. Alok Global Trading (Middle East) FZE (incorporated in Dubai)

Step-down subsidiaries of Alok Industries Limited

Parent Company Subsidiary %Holding

Alok Infrastructure Alok Industries 100.00% Limited International Ltd.

Grabal Alok International 100.00% Limited

Alok Industries Mileta, a.s. (incorporated 100.00% International Ltd. in the Czech Republic) (incorp°rated in the British Virgin islands) Grabal Alok (UK) Limited 99.21%

Grabal Alok Grabal Alok (UK) Limited 0.66% International Ltd. (incorporated in the British Virgin islands)

The Members are requested to note that the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption to all the companies under Section 212(8) of the Companies Act, 1956, with regard to attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company after complying with the directions given therein. However, the Members who wish to have a copy of the annual audited accounts of the subsidiaries will be provided the same upon receipt of a request from them and will also be available for inspection by any Member at the registered office of the Company and of the subsidiary companies on any working day except Saturday, between 11.00 am to 6.00 pm.

The specified financial information of subsidiary companies is disclosed along with the consolidated financial statements of the Company. In accordance with the requirements of the Listing Agreement executed with the Stock Exchanges, the consolidated financial statements of the Company are annexed to the Annual Report.

Auditors'' Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by the Deloitte Haskins & Sells LLP, Statutory Auditors, in their report. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Employees Stock Option Plans

On September 28, 2013, the Remuneration Committee granted 2,30,44,650 options under Grant 3 at an exercise price of Rs. 10 each. The above options vests for a year i.e. upto September 28, 2014 and can be exercised by the Employees upto September 28, 2016. Each option represents a right but not obligation to apply for 1 fully paid equity share of Rs. 10/- During the period, the Company on 13th November, 2014 has allotted 2,02,300 options for cash at par under ESOP Scheme to its employees. 36,90,950 options lapsed during the period due to separations. 1,91,29,600 options are in force as at 31st March 2015 and all these options have vested.

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.

Business Responsibility Reporting

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report.

Though, the aforesaid circular does not apply to your company, the Board of Directors are voluntarily providing a separate section on BRR as part of this Annual Report.

Corporate Social Responsibility (CSR) and CSR Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company is required to constitute a Corporate Social Responsibility (CSR) Committee of Directors comprising at least three directors including an independent director.

The board has constituted the CSR Committee comprising Mr. S. K. Bhoan, Mr. Sunil O. Khandelwal and Mr. K.H. Gopal.

The Companies Act, 2013 and the rules made thereunder has defined various activities that can be undertaken towards CSR initiatives which inter alia include poverty eradication, health, education, promoting gender equality, environment sustainability, protection of national heritage, benefits for armed forces veterans and their dependents, sports, contributions to approved central government funds and rural development projects.

The terms of reference of the committee inter alia include formulation of a CSR policy indicating the activities that will be undertaken, recommending the CSR policy to the board for adoption, recommending the amount of expenditure to be incurred and ensuring a transparent monitoring mechanism for undertaking such activities. The CSR committee will monitor the implementation of the CSR policy and apprise the board accordingly.

Details of CSR initiatives undertaken by the Company during the year are given under the head ''Sustainability'', in the Management Discussion and Analysis forming part of this Annual Report.

Corporate Governance

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide Clause 49 of the Listing Agreement with stock exchanges. Your Directors reaffirm their commitment to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is annexed hereto.

Directors

During the year, Mr. Ashok B. Jiwrajka, Executive Chairman of the Company has relinquished the post of Executive Chairman from the Board and continues as an Executive Director of the Company.

The Board of Directors through circulation appointed Mr. S K Bhoan as an additional independent Director effective from 30.03.2015.

In accordance with the Articles of Association of your Company, Mr. Sunil O. Khandelwal, Executive Director & CFO and Mr. K. H. Gopal, Executive Director & Secretary, retires from office by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting of the Company.

The brief resume of Mr. Sunil O. Khandelwal, Mr. K. H. Gopal, Mr. Timothy Ingram and Mr. S. K. Bhoan, as required interalia in terms of Clause 49 of the Listing Agreement with the stock exchanges, are provided elsewhere in this Annual Report.

During the year Mr. Sudhir Garg was appointed as Nominee Director representing IFCI Limited to fill the casual vacancy caused by the resignation of Mr. M. V. Muthu with effect from 13th February, 2014.

During the year Mr. K. R. Modi, Independent Director and Mr. Samuel Joseph, Nominee Director of Export-Import Bank of India, had resigned from the Board of Directors with effect from 13th February, 2014 and 1st December, 2014 respectively.

The Board of Directors places on record their sincere appreciation for the contribution and valuable service rendered by Mr. M. V. Muthu, Mr. K R Modi and Mr. Samuel Joseph during their tenure.

Section 149 and other applicable provisions of the Companies Act, 2013, require the Company to have atleast one-third of the total number of Directors as Independent Directors. In the opinion of the Board, Mr. Timothy Ingram and Mr. S.K.Bhoan are Independent Directors in terms of the Listing Agreement, meet the criteria of independence in terms of section 149 (6) of the Act, are being considered for appointment as Independent Directors of the Company under sections 149,150 and 152 read with Schedule IV of the Act. The Company has received declarations from all these Directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149 (6) and Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges. Accordingly resolutions will be placed at the ensuing Annual General meeting (AGM) for their appointment as Independent Directors for a period of five consecutive years from the date of ensuing AGM not liable to retire by rotation.

Further, the required resolutions for confirmation/appointment/ re-appointment of the above Directors at the forthcoming Annual General Meeting are included in the Notice convening 28th Annual General Meeting.

Directors'' Responsibility Statement

Your Directors state that:

i. in the preparation of the annual accounts for the 18 months period ended 31st March, 2015, the applicable Accounting Standards have been followed and there has been no material departure from the same;

ii. the Directors have selected such accounting policies, consulted and applied them consistently and made judgments 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 31st March, 2015 and of the profit of your Company for the period ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts for the 18 months period ended 31st March, 2015 on a ''going concern'' basis and

v. the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Consolidated financial statements

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards AS- 21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company and that of its Subsidiaries, Joint Ventures and Associates.

As required by clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

The Consolidated Financial Statements of the Company prepared as per the Accounting Standard AS-21 and Accounting Standard AS-23, consolidating the Company''s accounts with its subsidiaries and an associate have also been included as part of this Annual Report.

Auditors

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/ W-100018), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a confirmation from Messrs Deloitte Haskins & Sells LLP to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under and that they are not disqualified for re-appointment.

Cost Auditor

Pursuant to the directives of the Central Government under the provisions of the Companies Act, 2013, the Board of Directors at their meeting held on 28th May 2015 has appointed M/s B. J. D. Nanabhoy & Co., Cost Accountants as Cost Auditors to conduct audit of cost records relating to the products manufactured by your Company for the Financial Year 2015-16.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board appointed Mr. Virendra G Bhatt, Practising Company Secretary, as Secretarial Auditor to carry out the secretarial audit for the financial year 2015-2016. Since the provisions relating to the disclosures are not applicable for the year under review, the secretarial audit report is not enclosed to the Boards'' report for the year ended 31st March, 2015.

Particulars of Employees

Your Directors appreciate the significant contribution made by the employees to the operations of your Company during the period.

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 is given in a separate Annexure to 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 (Annexure). Any shareholder interested in obtaining a copy of the said Annexure 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.

Vigil mechanism/ Whistle Blower Policy:

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 are annexed hereto and forms part of this report.

Green Initiative by The Ministry Of Corporate Affairs

The Ministry of Corporate Affairs ("MCA") has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members (shareholders) as per relevant provisions of the Companies Act, 2013 ("the Act").

Pursuant to provisions of the Act, and rules made thereunder, service of documents to Members can be now made by electronic mode on the email address provided for the purpose of communication. If a Member has not provided an email address, other permitted modes of service would to be applicable.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication. The shareholders may also reach out to the Company/RTA by sending a request letter alongwith a self attested PAN copy. The request can also be made online on Alok website (www.alokind.com), post which the RTA would contact the concerned shareholder for the requisite documentation.

This initiative will ease the burden on corporates (and the environment) of sending physical documents such as notices, annual reports etc. Those who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them.

The Company is providing e-voting facility for all Members to enable them to cast their votes electronically on all resolutions set forth in the Fourteenth AGM Notice. This is pursuant, interalia, to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. The detailed instructions for e-voting are provided in the AGM Notice which is being sent separately as per prescribed mode of dispatch.

Companies Act, 2013

The Companies Act, 2013 was notified in the Official Gazette of the Government of India on August 29, 2013. On September 12, 2013, the Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014, the MCA notified another 198 sections, which were deemed to come into force with effect from April 1,2014.

The MCA vide Circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared this balance sheet, statement of profit & loss, the schedules and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under. The Company has taken cognisance of the new legislation and shall comply with the provisions of the Companies Act, 2013, as applicable.

Acknowledgements

The Board of Directors wish to place on record its sincere appreciation for the support received from its stakeholders including shareholders, bankers, distributors, suppliers and business associates. The Directors recognize and appreciate the sincere, hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging business environment.

For and on behalf of the Board

Dilip B. Jiwrajka Managing Director

Place: Mumbai Dated: 28th May 2015


Mar 31, 2012

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


Mar 31, 2011

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


Mar 31, 2010

We have pleasure in presenting the 24 Annual Report of your Company together with the Audited Accounts for the financial year ended 31 March 2010. 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 Stand alone Consolidated

2009-10 2008-09 2009-10 2008-09

Sales / Job charges 4,311.17 2,976.93 4,424.34 3,090.78 (net of excise)

Other Income 64.02 20.81 66.63 45.96

Total Income 4,375.19 2,997.74 4490.97 3,136.74

Total Expenditure 3,102.71 2,175.13 3,259.18 2,322.29

Profit Before Interest, Depreciation & Taxes 1,272.48 822.61 1,231.79 814.45

Interest 535.08 304.12 578.90 341.03

Depreciation 362.61 233.50 366.92 240.15

Profit / (Loss) Before Tax 374.79 284.99 285.97 233.27

Provision For Taxation

- Current (63.56) (32.98) (65.94) (34.38)

- MAT Credit Entitlement 34.26 28.65 34.26 28.65

- Deferred (99.01) (89.80) (96.96) (88.48)

- Fringe Benefit Tax - (1.75) 0.02 (1.79)

- Excess / (Short) Provision Of Income Tax in respect of earlier years 0.86 (0.74) 0.46 (0.74)

Net Profit / (Loss) After Tax 247.34 188.37 157.81 136.53

Add: Share of Profit of Associates - - (20.74) (68.05)

(Add)/Less: Minority Interest - - 0.64 5.57

Profit After Tax after Minority Interest 247.34 188.37 137.71 74.05

Add: Balance brought forward 276.63 296.20 149.78 287.15

Balance Available for Appropriation 523.97 484.57 287.49 361.20

Add / (Less): Dividend for Earlier Years - (0.17) 0.15 (0.17)

Dividend : Equity 19.69 14.77 19.69 14.77

Tax on Dividend 3.27 2.51 3.27 2.51

Transfer to Debenture Redemption Reserve 300.10 190.83 296.63 194.30

Transfer to General Reserve 20.00 - 20.23 -

Balance Carried To Balance Sheet 180.91 276.63 (52.48) 149.78



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. 4,311.17 crore (increase of 44.82%) and profit before tax of Rs. 374.79 crore (increase of 31.51 %) over the previous year. Your Companys exports (including incentives) increased 47.84% — from Rs. 1,054.50 crore in 2008-09 to Rs. 1,558.99 crore during the year under review.

All the divisions of your company recorded growth . The sales performance of all the divisions of your Company, their share in the overall business and their growth over last year are reflected in Table 2 below.

PARTICULARS Total Sales for % to Total Total Sales for the year ended Sales the year ended 31 March 2010 31 March 2009

Cotton Yarn 327.10 7.59% 111.10

Apparel Fabric 1,942.73 45.06% 1,609.56

Home Textiles 707.26 16.41% 498.54

Garments 141.00 3.27% 138.58

Polyester Yarn 1,193.08 27.67% 619.15

Total 4,311.17 100.00% 2,976.93



PARTICULARS % to Total % Changes Sales

Cotton Yarn 3.73% 194.42%

Apparel Fabric 54.06% 20.70%

Home Textiles 16.75% 41.87%

Garments 4.66% 1.75%

Polyester Yarn 20.80% 92.70%

Total 100.00% 44.82%



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.0.25 per equity share of Rs.10/- each (previous year Rs.0.75 per share) for the financial year ended 31 March 2010 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) as against Rs. 14.77 crore paid last year (excluding tax of Rs. 2.51 crore). Based on the above dividend payout (including dividend tax), the dividend payout ratio works out to 9.28% of Profit After Tax (PAT) as against 9.17% for 2008-09.

Capital

During the year under review, your Company allotted fresh equity shares as detailed below:

(Rs. Crore)

Sr. Details of Issue No. of shares Amount of Equity Premium No. held Issue Capital Amount Amount

1 Equity as at 1 April 196,974,969 196.97 596.96 2009

2 Issue of Shares on rights basis 408,723,061 449.59 408.72 40.87

3 Issue of Shares on QIP basis 182,100,248 424.66 182.10 242.56

Equity as at March 31 2010 787,798,278 787.79 880.39



Your Company, on 31 March 2009, announced a Rights Issue of 408,723,061 equity shares with a face value of Rs. 10/- each for cash at a price of Re. 11/- including premium of Re. 1/- aggregating to Rs. 449.59 crores to the existing shareholders of the Company on Right Issue basis in the ratio of 83 rights equity shares for every 40 equity shares held on the record date, i.e. 25 March 2009. The issue closed on 22 April 2009 and was oversubscribed 1.15 times. The allotment of Rights shares was made on 5th May 2009.

During the year, your Compnay also came out with a Qualified Institutional Placement (QIP) issue, wherein it allotted 182,100,248 equity shares of the face value of Rs. 10/- for cash at a premium of Rs.13.32 per share aggregating to Rs. 424.66 crore to Qualified Institutional Buyers. The issue was opened for subscription on 22 March 2010 and closed on 23 March 2010. The allotment of QIP shares was made on 30 March 2010. The proceeds of the QIP issue have been utilized towards long term working capital margin and normal capex requirements.

Consequent to the Rights Issue and the QIP, the Companys equity share capital as on 31 March 2010 stands at Rs. 787.79 crore (including 22,316 Rights Equity Shares, partly paid-up to the extent of Rs.5 per Equity Share), compared to Rs. 196.97 crore as on 31 March 2009.

Utilization of Rights Issue and QIP Proceeds

Rights Issue

(Rs. crores)

Particulars 29 July 2010 30 June 2009

Money Received 449.59 397.59

Utilized for Long Term Working Capital, General Corporate Purposes and Right Issue 449.59 397.59 expenses

QIP lssue (Rs. Crores)

Particulars 29 July 2010

Money Received 424.66

Utilized for Long Term Working Capital Margin, Normal capex requirements and Issue expenses 424.66

FCCBs

The 475 outstanding FCCBs of USD 50000 each aggregating to Rs. 107.21 crore as on 31 March 2010 have been redeemed on due date i.e. May 26, 2010.

Reserves

The balance available for appropriation as at 31 March 2010 amounted to Rs. 523.97 crores. After providing for dividend and dividend tax of Rs. 22.96 crore, your Company proposes to transfer Rs. 300.10 crore to Debenture Redemption Reserve and Rs. 20 crore to General Reserve. After providing for these, the balance of the Profit & Loss Account would stand at Rs. 180.91 crore.

During the year, a warrant holder holding warrants aggregating to Rs. 10.20 crores, representing 10,000,000 warrants of the face value of Rs. 10 each, had decided not to exercise the option of conversion. The company there fore forfeited the amount and transferred the same to Capital Reserve.

Consequent to the Rights issue and QIP issue, the Share Premium Account has increased during the year by Rs. 283.43 crore.

At the end of the financial year, the total reserves of the Company, stood at Rs. 1,928.40 crore. The corresponding figure at the end of the previous year was Rs. 1,410.39 crore.

Loans

During the year under review, your Company has raised incremental debt, both secured and unsecured, by way of rupee loans, foreign currency loans and non-convertible debentures aggregating to Rs.1913.33 crore for meeting capital expenditure and working capital requirements.

Capital Expenditure

During the year under review, your company incurred a capital expenditure of Rs. 1522.90 crore across various divisions. A major portion of these were towards Phase III and Phase IV expansions, which have been fully completed, setting up of second Continuous Polymerization (CP) Plant at Saily (Silvassa), 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.

Subsidiary Companies and Consolidated Financial Statements

At the end of the financial year under review, your Company had the following subsidiaries:

Subsidiaries of Alok Industries Ltd.

1. Alok Industries International Ltd. ; (incorporated in the British Virgin Islands)

2. Alok International Inc. (incorporated in the state of Dallas,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) 93.20% holding

Alok European Retail, s.r.o. 75% holding

Alok Infrastructure Alok Realtors Private Limited 100% holding Limited

Alok HB Hotels Private Limited 100% holding

Alok HB 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 Central Government has granted an exemption to your Company pursuant to Section 212(8) of the Companies Act, 1956 from attaching a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies and hence the same have not been attached herein. These documents will be made available upon a written request by any member of the Company and / or any of its subsidiaries. Further, in line with the Listing Agreement and in accordance with the Accounting standards 21 (AS – 21) Consolidated Financial Statements, prepared by the Company include financial information of its subsidiaries. The Annual Accounts of the 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.

Shift in Registered Office

The Registered office of your Company has been shifted from B-43, Mittal Tower, Nariman Point, Mumbai 400 021 to 17/5/1, 521/1, Village Rakholi / Saily, Silvassa - 396230, Union Territory of Dadra and Nagar Haveli effective from 25 June, 2010 pursuant to an Order passed by the Company Law Board.

Business and Operations

The textile operations of your company are doing well and the long term prospects look promising, both for domestic and export markets. The consolidation of sourcing by global majors and shift in focus towards India to de-risk sourcing risk is the major driver for export growth. The growth in domestic demand is due to increase in per capita income as an outcome of GDP growth. With increased capacities across the value chain, your company is capitalizing on these opportunities as evidenced by increased operations and sales. Your company has also expanded its marketing initiatives across geographies which has resulted in a healthy order book apart from de-risking its business model. Your company is now consolidating its operations and focusing on more value added products like yarn dyed shirting and technical & work wear fabrics. The prospects for the polyester business also look quite encouraging.

The domestic cash and carry initiative of the company are carried out through a wholly owned subsidiary Alok H&A Ltd under the store brand “H&A which have started showing encouraging results. The company presently has 226 stores across India and expects to reach a total of 400 stores by end of March 2011. The stores are operated on franchisee basis thereby facilitating non-cash heavy expansion. The stores are targeted towards mass market with focus on Tier II and Tier III cities and the store area is also being increased to accommodate all product categories.

The overseas retail initiatives are carried out through Grabal Alok (UK) Ltd., which operates 212 stores across England, Scotland and Wales. The stores operate as value format stores offering a wide range of products under men, women, children, home and accessories categories. Originally branded as qs stores, they are now gradually being given a new brand identity Store Twenty One. A series of other measures such as shifting of sourcing to Asian countries, improving quality of merchandise, cost reduction initiatives have started showing positive results. The number of stores are being increased to further penetrate and capitalize on the new brand identity.

More details about your Companys business structure and initiatives are contained in the Management Discussion & Analysis.

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:

Alok won the following awards from Texprocil:

- Gold Trophy for Highest Exports of Bleached / Dyed / Yarn Dyed / Printed Fabrics in Fabrics Category

- Gold Trophy for Highest Exports of Bed Linen / Bed Sheets / Quilts in Made-ups Category

- Silver Trophy for Highest Global Exports Category

Corporate Social Responsibility

Aloks Corporate Social Responsibility (CSR) philosophy is focused on growing the business while ensuring that the concerns of the environment in which it operates are adequately and sustainably addressed. This encompasses the natural environment, as well as the people and communities that live in the areas where the Company operates its businesses.

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

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 G. Rajani and Mr. K. R. Modi 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, Nomination of Mr. K. J. Punnathara, nominee of Life Insurance Corporation of India, was withdrawn w.e.f. 29 October 2009 and in his place Mrs. Thankom T. Mathew was appointed as LICs nominee. Nomination of Mrs. Hiroo S. Advani, nominee of Export Import Bank of India, was withdrawn w.e.f. 29 October 2009 and in her place Mr. David Rasquinha was appointed as EXIM Banks nominee. The Board wishes to place on record their appreciation for the contributions of Mr. K. J. Punnathara and Mrs. Hiroo S. Advani during their tenure as Directors of your Company.

Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm that:

- In the preparation of the annual accounts for the financial year ended 31 March 2010, the applicable Accounting Standards have been followed and there has been no material departure;

- Appropriate accounting policies have been selected and applied consistently and such judgement and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 March 2010 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;

- The Directors have prepared the annual accounts for the financial year ended 31 March 2010 on a going concern basis.

Auditors and Auditors Report

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.

In view of the increase in overseas operations and requirement to follow IFRS Standards effective 2012, the company recommends the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants as joint auditors with the present auditor M/s. Gandhi & Parekh, Chartered Accountants. M/s Deloitte Haskins & Sells, Chartered Accountants have indicated their willingness to accept this appointment.

The retiring Auditors M/s. Gandhi & Parekh, Chartered Accountants of your Company, are eligible for re-appointment and have indicated their willingness to accept re-appointment and be joint auditors with M/s Deloitte Haskins & Sells, Chartered Accountants. In terms of Section 224A of the Companies Act, 1956, the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants and re-appointment M/s. Gandhi & Parekh Chartered Accountants needs to be approved by the members and their remuneration has to be fixed.

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.

Human Resources

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

Your Directors wish to place on record their appreciation of the dedication and commitment of your Companys employees to the growth of your Company. Your Directors wish to 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 2010 Managing Director

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