Directors Report of Mahalaxmi Rubtech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting herewith the Board''s Report along with the Audited Statement of Accounts, for the Financial Year
ended on 31^st March, 2025.

1. FINANCIAL SUMMARY:-

The financial performance, for the year under review, along with the previous year''s figures are given hereunder:-

Particulars	F.Y. 2024-25	F.Y. 2023-24
Income from Operations & other Income	9481.60	7856.74
Profit before Depreciation	2567.39	1844.52
Less:- Depreciation	374.64	364.40
Profit before Tax	2192.75	1480.12
Less:- Provision for Tax	563.09	404.81
Less:- Provision for Deferred Tax	(48.04)	(28.14)
Profit after Tax	1677.70	1103.45

2. STATE OF THE COMPANY''S AFFAIRS:-

The Company has witnessed rise in the total Income from Operations, during the F.Y. ended on 31^st March, 2025.

During the year under review, your Company has reported Income from Operations & other Income '' 9481.60 Lakhs as against ''
7856.74 Lakhs in the previous year, Profit before Tax ''2192.75 Lakhs as against '' 1480.12 Lakhs in the previous year, Net Profit after
Tax '' 1677.70 Lakhs as against '' 1103.45 Lakhs in the previous year.

3. DIVIDEND AND RESERVE:-

The Board of Directors have not recommended any Dividend for the F.Y. 2024-25. The Board does not propose any amount to carry to
Reserves for the F.Y. 2024-25 and Profit earned during the F.Y. 2024-25 is proposed to be retained in the retained earnings for the F.Y.
ended on 31^st March, 2025.

4. DEPOSIT:-

The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the
Companies Act, 2013 & Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for
furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance
with the requirement of Chapter V of the Companies Act, 2013, is not applicable.

The details of loan received from the Directors of the Company not considered as Deposit under the Companies (Acceptance of
Deposit) Rules, 2014, are disclosed in the Note No. 14 of the Audited Financial Statements of the Company.

5. SHARE CAPITAL:-

During the year under review, the Company has not issued any Shares with differential rights as to Dividend, Voting or Otherwise
nor has granted any Stock Options or Sweat Equity. As on 31^st March, 2025, none of the Directors of the Company hold Instruments
convertible into the Equity Shares of the Company.

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 stood at '' 10,62,02,750, consisting of 1,06,20,275 number of
Equity Shares of '' 10/- each.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

There is no material change in the Nature of business during the year.

7. MANAGEMENT DISCUSSION AND ANALYSIS:-

Your Company is engaged in the manufacturing and marketing of products of Technical Textiles & Rubber. A detailed analysis on
the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion
and Analysis Report, forming part of this Annual Report, as required under Regulation 34 read with Schedule V of the SEBI (LODR)
Regulations, 2015.

8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

Your Company has complied with the Corporate Governance requirements as specified under the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015. A separate section on Corporate Governance under the SEBI (LODR) Regulations, 2015, along with the
Certificate from the Company''s Auditor confirming compliance thereof is annexed and forming part of this Annual Report.

9. MEETINGS OF THE BOARD:-

During the year under review, total 13 (Thirteen) Meetings of the Board of Directors were conveyed and held. Details of the composition
of the Board, Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report,
forming part of this Annual Report. The intervening gap between the Board Meetings were within the period, prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

10. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

a. Appointment of Directors:-

During the year under review, there is no appointment in the Company.

b. Cessation of Directors:

During the year under review, no Director has been ceased to be the Director of the Company.

c. Retirement by rotation:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the forthcoming AGM, Shri Jeetmal
Bhoorchand Parekh (DIN:- 00512415), will retire by rotation and being eligible, offers himself for re-appointment. The
Board recommends his re-appointment. The Notice convening the AGM includes the proposal for his re-appointment as a
Director. A brief profile of Shri Jeetmal Bhoorchand Parekh has also been provided therein.

d. Key Managerial Personnel:-

The following Persons are the Key Managerial Personnel ("KMP") as on 31^st March, 2025:-

i. Shri Rahul J. Parekh, Managing Director

ii. Shri Anand J. Parekh, Jt. Managing Director

iii. Shri Rajendra R. Mehta, Chief Financial Officer

iv. Smt Shital Trivedi with effect from - (Resign w.e.f 28-12-2024)

v. Smt. Kalpana Kumari, Company Secretary (Appointment with effect from 01.01.2025)

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms
of Section 164 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declaration by an Independent Director(s):-

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of
the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

III. Governance Guidelines:-

The Company has adopted the Governance Guidelines on the Board effectiveness. The Governance Guidelines cover aspects
related to the composition and role of the Board, Chairman & Directors, Board diversity, definition of independence, Directors
terms, retirement age and the Board Committees. It also covers aspects relating to nomination, appointment, induction and
development of the Directors, Directors remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and
mandates of the Board Committees.

IV. Procedure for nomination and appointment of Directors:-

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based
on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each
time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting
the resumes of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making
recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including
expert knowledge expected, is communicated to the appointee.

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and
independence of Directors, in terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with
Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.

a. Independence:-

In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets with the
criteria for Independent Director, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (LODR) Regulations, 2015.

b. Qualifications:-

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge,
perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise.
While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner
in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

c. Positive attributes:-

In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also
expected to demonstrate high standards of ethical behaviour, strong interpersonal & communication skills and soundness
of judgment. Independent Directors are also expected to abide by the "Code for Independent Directors", as outlined in
Schedule IV of the Companies Act, 2013.

VI. Board evaluation:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has
carried out an evaluation of its own performance, the Directors individually as well as of the working of the Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of
this Annual Report.

VII. Meeting of the Independent Directors:-

During the year under review, a separate Meeting of the Independent Directors was held. In the said Meeting, the Independent
Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board
and expressed that the current flow of information and contents were adequate for the Board to effectively and reasonably
perform their duties. They also reviewed the performance of the Non-Independent Directors & the Board as a whole and the
performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive
Directors.

VIII. Remuneration Policy:-

The Board have, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection and
appointment of the Directors, Senior Management, Key Managerial Personnel and their remuneration, pursuant to the provisions
of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The philosophy for remuneration of the Directors, Key
Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership
with trust. The Nomination and Remuneration Committee has recommended to the Board a Policy aligned to this philosophy
and the same may be accessed on the Company''s website at the link:- https://mrtelobal.com/wp-content/uploads/2023/09/
Remuneration-Policy.pdf.

The Nomination and Remuneration Committee has considered following factors while formulating the Policy:-

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the
quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to the Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its
goals.

It is affirmed that remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the
Remuneration Policy of the Company.

IX. Committees of the Board:-

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013 & Rules framed
thereunder and the SEBI (LODR), Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Share Transfer Committee
and Risk Management Committee.

The Board has accepted all recommendations of the above Committees. The details about Composition of Committees, Meetings
and attendance are incorporated in the Corporate Governance Report, forming part of this Annual Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief,
state that:-

I. In the preparation of the annual accounts, for the F.Y. ended on 31^st March, 2025, the applicable accounting standards had been
followed and there are no material departures from the same;

II. The Directors 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, at the end of the F.Y. ended on
31^st March, 2025 and of the profit of the Company for the F.Y. ended on 31^st March, 2025;

III. The Directors had 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;

IV. The Directors had prepared annual accounts on a going concern basis.

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

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/
revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities
of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest
improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the
control mechanism.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work
performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial
reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the Financial Statement
were adequate and effective during the F.Y. 2024-25.

Details of internal controls system are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

13. RISK MANAGEMENT:-

Although not mandatory, as a measure of the good governance, the Company has constituted a Risk Management Committee of the
Board. The Committee reviews the Company''s performance against identified risks, formulates strategies towards identifying new and
emergent risks that may materially affect the Company''s overall risk exposure and reviews the Risk Management Policy and structure.

This robust risk management framework seeks to create transparency, minimize adverse impact on business objectives and enhance
the Company''s competitive advantage.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in
maximizing returns. The Company''s approach to address business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically
by the Board and the Risk Management Committee.

The Company has adopted a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013.

14. AUDITORS:-

I. Statutory Auditors:-

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W), Practicing Chartered Accountants, have been appointed as a
Statutory Auditors of the Company, in the Board Meeting held on 31^st May, 2021, for a period of 5 (Five) years commencing from
the conclusion of the 30^th AGM till the conclusion of 35^th AGM.

The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the F.Y. ended on 31^st March, 2025, does not contain any
qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act,
2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

II. Cost Auditors:-

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies
Act, 2013 and accordingly such accounts & records are made and maintained by the Company.

The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y. ended on 31^st March, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer.

The Company has received a letter from the Cost Auditors M/s. Dalwadi & Associates, for eligibility, under Section 141 of the
Companies Act, 2013 and its independence from the Company. The Board, on recommendation of the Audit Committee, in its
Meeting held on 28^th May, 2025, have appointed M/s. Dalwadi & Associates, as the Cost Auditors of the Company, to conduct the
audit of cost accounting records for the F.Y. 2025-26. The Members are requested to ratify the remuneration to be paid to the
Cost Auditors of the Company.

III. Secretarial Auditors:-

Your Company has appointed a Secretarial Auditor of the Company, for the five consecutive financial years from F.Y. 2025-26 to
FY 2029-2030.

Shri Malay Desai (ACS:- 48838 and CP No.:- 26051), Proprietor of M/s. Malay Desai & Associates, Practicing Company Secretary,
has been appointed as a Secretarial Auditor of the Company, in the Board Meeting held on 28^th May, 2025.

The Secretarial Auditor Report of Mr. Malay Desai, for the F.Y. ended on 31^st March, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer.

The Secretarial Audit Report for the F.Y. ended on 31^st March, 2025, is annexed herewith as an Annexure - I, forming part of this
Annual Report.

IV. Internal Auditors:-

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W), Practicing Chartered Accountants, have been appointed as an
Internal Auditor of the Company, in the Board Meeting held on 28^th May, 2025, for the F.Y. 2025-26.

The Audit Committee, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and
methodology for conducting the internal audit.

15. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate/ Joint Venture Company.
Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31^st March,
2025.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The details required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, is annexed herewith as an
Annexure - II, forming part of this Annual Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to provide a formal mechanism to the Directors and employees
to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail
of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate and exceptional
cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism/Whistle
Blower Policy may be accessed on the Company''s website at the link:- https://mrtglobal.com/disclosures- under-regulation-46-of-the-
lodr/. The Audit Committee of your Company oversees the Vigil Mechanism.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Corporate Social Responsibility (CSR) is a Company''s sense of responsibility towards the community and environment in which it
operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society
at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in
utmost transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where
it operates and as a part of its social objectives. This Policy has been formulated and adopted in terms of Section 135 of the Companies
Act, 2013 and Rules framed thereunder to undertake the CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Shri Rahul J. Parekh as a Chairman and Shri Anand
J. Parekh & Smt. Sangita S. Shingi as Members of the Committee.

The responsibilities of the CSR Committee include:-

I. Formulating and recommending to the Board, the CSR Policy and indicating activities to be undertaken by the Company.

II. Recommending the amount of expenditure to be incurred on the CSR activities.

III. Monitoring the CSR Policy of the Company, from time to time.

The Report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed
herewith as an Annexure - III, forming part of this Annual Report. The CSR Policy may be accessed on the Company''s website at the
link:- https://mrtelobal.com/wp-content/uploads/2022/05/Policv-On-Corporate-Social-Responsibilitv.pdf.

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:-

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Policy aims to provide protection
to women at the workplace, prevent & redress complaints of sexual harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment, where women feel secure. The Company has also constituted an Internal
Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual
harassment of women and recommend appropriate action.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20. SECRETARIAL STANDARDS OF ICSI:-

The Company is in compliance with the Secretarial Standards on the Meetings of the Board of Directors (SS - 1) and General Meetings
(SS - 2) issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

21. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:-

Details of loans, investments, guarantees and securities covered under provisions of Section 186 of the Companies Act, 2013 are
provided in the Financial Statement, forming part of this Annual Report.

22. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-

All contracts/arrangements/transactions, entered into by the Company, during the year under review, with the Related Parties were in
the ordinary course of business and on an arm''s length basis. During the year under review, the Company has entered into contract/
arrangement/transactions with the Related Parties, in accordance with the Policy on the Related Party Transactions. All the Related
Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained
for the contracts/arrangements/transactions which are repetitive in nature. A statement of all the Related Party Transactions is
placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms & conditions of the
transactions. The Policy on the Related Party Transactions may be accessed on the Company''s website at the link:- https://mrtglobal.
com/disclosures-under-regulation-46-of-the-lodr/.

Your Directors draw attention of the Members to the Financial Statement which sets out Related Party Transactions disclosures.
Details of contracts/arrangements/transactions with the Related Parties have been reported in Form AOC-2 is annexed herewith as an
Annexure - IV, forming part of this Annual Report.

23. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the
financial position of the Company which have occurred between the end of the F.Y. of the Company as on 31^st March, 2025 and the
date of the Report i.e. 28^th May, 2025.

24. PARTICULERS OF EMPLOYEES:-

Disclosures with respect to the remuneration of the Directors and employees as required under Section 197(12) of the Companies
Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an
Annexure - V, forming part of this Annual Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Board''s Report and Financial Statements are being sent
to the Members after excluding the disclosure on particulars of the employees, as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any
Member interested in obtaining such information may address their e-mail to:- [e-mail].

25. ANNUAL RETURN:-

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for F.Y. 2024-25 has been disclosed on the
Company''s website and the same may be accessed on the Company''s website at the link:- https://mrtglobal.com/disclosures-under-
regulation-46-of-the-lodr/.

26. LISTING:-

The Securities of your Company are listed with two Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India
Limited (NSE).

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2025-26,
have been paid within due date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of the Company held in
dematerialized mode with them, for F.Y. 2025-26.

27. COMPULSORY TRADING IN DEMAT:-

The SEBI vide its Master Circular dated 07^th May, 2024, has mandated Listed Companies to issue securities in demat form only while
processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/
Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/
Folios; Transmission and Transposition.

In view of the same and to eliminate all risks associated with physical Shares and to avail various benefits of dematerialisation, the
Members are advised to dematerialise the Shares held by them in physical form.

28. INSURANCE:-

All the assets of the Company including the inventories, buildings and plant & machineries are adequately insured.

29. ENVIRONMENT:-

As a responsible corporate citizen and as a Technical Textiles Unit, environment safety has been one of the key concerns of the
Company. It is the constant endeavour of the Company to strive for compliance of stipulated pollution control norms.

30. ENHANCING SHAREHOLDERS VALUE:-

Your Company believes that its Members are among its most important Stakeholders. Accordingly, your Company''s operations are
committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating & building
for growth, enhancing the productive asset & resource base and nurturing overall corporate reputation. Your Company is also
committed for creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socio economic and
environmental dimensions and contribute to sustainable growth and development.

31. DEPOSITORY SYSTEM:-

As the Members are aware, the Company''s Equity Shares are tradable in electronic form. As on 31^st March, 2025, out of the Company''s
total Equity Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 45,500 number of Equity Shares were
in physical form and the remaining Shares were in electronic form. In view of the numerous advantages offered by the Depository
System, the Members holding Shares in physical form are advised to avail themselves of the facility of dematerialization.

32. GENERAL:-

Your Directors state that 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:-

I. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the
Company''s operations in future.

II. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

III. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Bank or Financial Institution.

IV. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid-
up Equity Shares in the Company.

V. Revision of Financial Statement and Board''s Report.

VI. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

33. APPRECIATION:-

Your Directors thanks various Central and State Government Departments, Organizations and Agencies, for the continued help and
co-operation extended by them.

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks
and other Business Partners, for the excellent support received from them during the year under review and look forward to their
continued support in future. The Directors place on record their sincere appreciation to all the employees of the Company for their
unstinted commitment and continued contribution to the Company.

FOR, MAHALAXMI RUBTECH LIMITED
SHRI JEETMAL B. PAREKH

DATE:- 28^th MAY, 2025 CHAIRMAN

PLACE:- AHMEDABAD (DIN:- 00512415)

---

Mar 31, 2024

Your Directors have pleasure in presenting herewith the Board''s Report along with the Audited Statement of Accounts, for the Financial Year ended on 31st March, 2024.

1. RESTATED FINANCIAL SUMMARY:-

The Group''s Restated financial performance, for the year under review, along with the previous year''s figures are given hereunder:-

('' in Lakhs)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Income from Operations & other Income	7856.74	7062.26
Profit before Depreciation	1844.52	1591.99
Less:- Depreciation	364.40	354.27
Profit before Tax	1480.12	1237.72
Less:- Provision for Tax	404.81	194.76
Less:- Provision for Deferred Tax	(28.14)	(45.84)
Profit after Tax	1103.45	1088.80

2. STATE OF THE COMPANY''S AFFAIRS:-

The Company has witnessed rise in the total Income from Operations, during the F.Y. ended on 31st March, 2024.

During the year under review, your Company has reported, on a Restated basis, Income from Operations & other Income '' 7856.74 Lakhs as against '' 7062.25 Lakhs in the previous year, Profit before Tax '' 1480.12 Lakhs as against '' 1237.72 Lakhs in the previous year, Net Profit after Tax '' 1103.45 Lakhs as against '' 1088.80 Lakhs in the previous year.

3. SCHEME OF ARRANGEMENTS INVOLVING DEMERGER:-

Pursuant to provisions of the Sections 230 - 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulation 37 of the SEBI (LODR) Regulations, 2015, the Board has approved, in its Meeting held on 16th February, 2023, the Demerger embodied in the Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (Demerged Company); Mahalaxmi Fabric Mills Limited (Formerly known as "Sonnet Colours Pvt Ltd") (MFML) (CIN:- U17100GJ1991PLC015345) (First Resulting Company); and Globale Tessile Limited (GTL) (CIN:- U17299GJ2017PLC098506) (Second Resulting Company) and their respective Shareholders and Creditors (Scheme), which has provided for the following:-

I. Demerger of Traditional Textiles Processing Division, located at Narol, Ahmedabad and Wind Power Division of MRT along with existing investment of MRT in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:-U17299GJ2019PTC110673) (First Demerged Undertaking) and vesting the same into MFML.

II. Demerger of Trading Textiles Division of MRT (Second Demerged Undertaking) and vesting the same into GTL.

III. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

Further, the Company has received the Observation Letters from the Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), on 01st August, 2023.

Following the receipt of the Observation Letters from the Stock Exchanges, the Company, jointly with both the Resulting Companies, have filed an Application to the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench, for obtaining direction to convene or dispense the Meetings of the Equity Shareholders and Creditors of the Company, on 16th August, 2023. In this matter, by an Order dated 19th October, 2023, the Hon''ble NCLT has directed for convening and holding the Meetings of the Equity Shareholders and Unsecured Creditors; and for dispensation from convening and holding the Meeting of the Secured Creditor of the Company.

Accordingly, the Hon''ble NCLT convened Meetings of the Equity Shareholders and Unsecured Creditors of the Company have been held on 30th November, 2023. In these Meetings, the Scheme has been approved by the Equity Shareholders and Unsecured Creditors of the Company, with requisite majority thereof.

Later, The Company, jointly with both the Resulting Companies, have submitted a Petition to the Hon''ble NCLT, Ahmedabad Bench, for approval of the Scheme, on 08th December, 2023. In this matter, by an Order dated 04th March, 2024, the Hon''ble NCLT, Ahmedabad,

Special Bench, Court-1, has sanctioned the Scheme. Effective Date of the Scheme is 01st April, 2024.

In consideration of transfer of the First Demerged Undertaking and Second Demerged Undertaking of MRT, MFML and GTL have issued and allotted 1,06,20,275 new Equity Shares Capital of '' 10/- each, credited as fully paid-up, to the Shareholders of MRT, as on the Record Date i.e. i.e. Friday, 19th April, 2024, in the ratio of 1 new Equity Share of MFML and GTL, for every 1 Equity Share in MRT.

Pursuant to the Scheme becoming effective, the First Demerged Undertaking and the Second Demerged Undertaking have been transferred to and vested in, on a going concern basis, MFML and GTL, respectively, with effect from 01st April, 2024. i.e. the Appointed Date. Accordingly, this Restated Financial Statement, for the F.Y. ended on 31st March, 2024, comprises of Financial Information for the Residual Undertaking of the Demerged Company.

Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

Accordingly, MRT is required to submit only the Standalone Financial Statement and the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024. Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

4. DIVIDEND AND RESERVE:-

The Board of Directors have not recommended any Dividend for the F.Y. 2023-24. The Board does not propose any amount to carry to Reserves for the F.Y. 2023-24 and Profit earned during the F.Y. 2023-24 is proposed to be retained in the Profit & Loss Account, for the F.Y. ended on 31st March, 2024.

5. DEPOSIT:-

The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013, is not applicable.

The details of loan from the Directors of the Company not considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are disclosed in the Note No. 40 of the Audited Financial Statements of the Company.

6. SHARE CAPITAL:-

During the year under review, the Company has not issued any Shares with differential rights as to Dividend, Voting or Otherwise nor has granted any Stock Options or Sweat Equity. As on 31st March, 2024, none of the Directors of the Company hold Instruments convertible into the Equity Shares of the Company.

Pursuant to the Scheme becoming effective, the Authorised Equity Share Capital of the Company has been reduced from '' 2500 Lakhs to '' 1100 Lakhs, as '' 1085 Lakhs has been transferred to MFML and '' 315 Lakhs has been transferred to GTL.

The Paid-up Equity Share Capital of the Company as on 31st March, 2024 stood at '' 10,62,02,750, consisting of 1,06,20,275 number of Equity Shares of '' 10/- each.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

Pursuant to the Scheme becoming effective, the First Demerged Undertaking and the Second Demerged Undertaking have been transferred to and vested in, on a going concern basis, MFML and GTL, respectively. Residual Undertaking i.e. Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

8. MANAGEMENT DISCUSSION AND ANALYSIS:-

Your Company is engaged in the manufacturing and marketing of products of Traditional Textiles and Polymer based Technical Textiles & Rubber. A detailed analysis on the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion and Analysis Report, forming part of this Annual Report, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.

9. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

Your Company has complied with the Corporate Governance requirements as specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance under the SEBI (LODR) Regulations, 2015, along with the Certificate from the Company''s Auditor confirming compliance thereof is annexed and forming part of this Annual Report.

10. MEETINGS OF THE BOARD:-

During the year under review, total 13 (Thirteen) Meetings of the Board of Directors were conveyed and held. Details of the composition of the Board, Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the Board Meetings were within the period, prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

11. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

a. Appointment of Directors:-

During the year under review, Shri Balveermal K. Singhvi (DIN:- 05321014) was reappointed, for continuation as a NonExecutive-Independent Director of the Company, beyond 75 years in his current term, from 15th April, 2023 till 31st March, 2026, notwithstanding that he has attained the age of 75 years, in pursuance to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, which was approved by the Members of the Company, through Postal Ballot, on 12th April, 2023. In the opinion of the Board, Independent Director reappointed, during the year under review, is a Person of integrity and possess relevant expertise and experience including the proficiency ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA).

b. Cessation of Directors:

During the year under review, no Director has been ceased to be the Director of the Company.

c. Retirement by rotation:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the forthcoming AGM, Shri Anand J. Parekh (DIN:- 00500384), will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The Notice convening the AGM includes the proposal for his re-appointment as a Director. A brief profile of Shri Anand J. Parekh has also been provided therein.

d. Key Managerial Personnel:-

The following Persons are the Key Managerial Personnel ("KMP") as on 31st March, 2024:-

i. Shri Rahul J. Parekh, Managing Director

ii. Shri Anand J. Parekh, Jt. Managing Director

iii. Shri Rajendra R. Mehta, Chief Financial Officer

iv. Smt. Shital Marsh Trivedi, Company Secretary

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declaration by an Independent Director(s):-

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

III. Governance Guidelines:-

The Company has adopted the Governance Guidelines on the Board effectiveness. The Governance Guidelines cover aspects related to the composition and role of the Board, Chairman & Directors, Board diversity, definition of independence, Directors terms, retirement age and the Board Committees. It also covers aspects relating to nomination, appointment, induction and development of the Directors, Directors remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and mandates of the Board Committees.

IV. Procedure for nomination and appointment of Directors:-

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the resumes of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, in terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.

a. Independence:-

In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets with the criteria for Independent Director, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

b. Qualifications:-

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

c. Positive attributes:-

In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal & communication skills and soundness of judgment. Independent Directors are also expected to abide by the "Code for Independent Directors", as outlined in Schedule IV of the Companies Act, 2013.

VI. Board evaluation:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

VII. Meeting of the Independent Directors:-

During the year under review, a separate Meeting of the Independent Directors was held. In the said Meeting, the Independent Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

VIII. Remuneration Policy:-

The Board have, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection and appointment of the Directors, Senior Management, Key Managerial Personnel and their remuneration, pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The philosophy for remuneration of the Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Nomination and Remuneration Committee has recommended to the Board a Policy aligned to this philosophy and the same may be accessed on the Company''s website at the link:- https://mrtelobal.com/wp-content/uploads/2024/08/ Remuneration-Policy.pdf.

The Nomination and Remuneration Committee has considered following factors while formulating the Policy:-

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to the Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

IX. Committees of the Board:-

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013 & Rules framed thereunder and the SEBI (LODR), Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Share Transfer Committee and Risk Management Committee.

The Board has accepted all recommendations of the above Committees. The details about Composition of Committees, Meetings and attendance are incorporated in the Corporate Governance Report, forming part of this Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, state that:-

I. In the preparation of the annual accounts, for the F.Y. ended on 31st March, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

II. The Directors 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, at the end of the F.Y. ended on 31st March, 2024 and of the profit of the Company for the F.Y. ended on 31st March, 2024;

III. The Directors had 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;

IV. The Directors had prepared annual accounts on a going concern basis.

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

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the Financial Statement were adequate and effective during the F.Y. 2023-24.

Details of internal controls system are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

14. RISK MANAGEMENT:-

Although not mandatory, as a measure of the good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company''s performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company''s overall risk exposure and reviews the Risk Management Policy and structure.

This robust risk management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Risk Management Committee.

The Company has adopted a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013.

15. AUDITORS:-

I. Statutory Auditors:-

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W), Practicing Chartered Accountants, have been appointed as a Statutory Auditors of the Company, in the Board Meeting held on 31st May, 2021, for a period of 5 (Five) years commencing from the conclusion of the 30th AGM till the conclusion of 35th AGM.

The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the F.Y. ended on 31st March, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

II. Cost Auditors:-

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts & records are made and maintained by the Company.

M/s. Dalwadi & Associates (Firm Registration No.:- 000338), Practicing Cost Accountant, have been appointed as a Cost Auditors of the Company, in the Board Meeting held on 25th May, 2023, for audit of cost accounting records for the F.Y. 2023-24.

The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y. ended on 31st March, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received a letter from the Cost Auditors M/s. Dalwadi & Associates, for eligibility, under Section 141 of the Companies Act, 2013 and its independence from the Company. The Board, on recommendation of the Audit Committee, in its Meeting held on 24th May, 2024, have appointed M/s. Dalwadi & Associates, as the Cost Auditors of the Company, to conduct the audit of cost accounting records for the F.Y. 2024-25. The Members are requested to ratify the remuneration to be paid to the Cost Auditors of the Company.

III. Secretarial Auditors:-

Shri Hardik Hudda (ACS:- 39621 and CP No.:- 14697), Proprietor of M/s. Hardik Hudda & Associates, Practicing Company Secretary, has been appointed as a Secretarial Auditor of the Company, in the Board Meeting held on 25th May, 2023, for the F.Y. 2023-24. However, due to other pre-occupation, Shri Hardik Hudda was not able to do Secretarial Audit of the Company for the F.Y. 202324. Casual vacancy caused by the said resignation was fulfilled by the Board of Directors in the Board Meeting of the Company held on 21st May, 2024, through appointment of Mr. Malay Desai, Proprietor of M/s. Malay Desai & Associates (Membership No.:- A48838 and CoP No.:- 26051), Company Secretary, as a Secretarial Auditor of the Company, for the F.Y. 2023-24.

The Secretarial Auditors Report of Mr. Malay Desai, for the F.Y. ended on 31st March, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Report for the F.Y. ended on 31st March, 2024, is annexed herewith as an Annexure - I, forming part of this Annual Report.

IV. Internal Auditors:-

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W), Practicing Chartered Accountants, have been appointed as an Internal Auditor of the Company, in the Board Meeting held on 25th May, 2023, for the F.Y. 2023-24.

The Audit Committee, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

16. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024. Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

The Company has adopted a Policy for determining Material Subsidiary in terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. The Policy for determining Material Subsidiary may be assessed on the Company''s website at the link:- https://mrtglobal.com/ wp-content/uploads/2024/08/Policv-for-Determining-Material-Subsidiarv.pdf.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The details required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, is annexed herewith as an Annexure - II, forming part of this Annual Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate and exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company''s website at the link:- https://mrtelobal.com/wp-content/uploads/2024/08/Vieil-Mechanism-or-Whistle-Blower-Policy.pdf. The Audit Committee of your Company oversees the Vigil Mechanism.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Corporate Social Responsibility (CSR) is a Company''s sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in utmost transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives. This Policy has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules framed thereunder to undertake the CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Shri Rahul J. Parekh as a Chairman and Shri Anand J. Parekh & Smt. Sangita S. Shingi as Members of the Committee.

The responsibilities of the CSR Committee include:-

I. Formulating and recommending to the Board, the CSR Policy and indicating activities to be undertaken by the Company.

II. Recommending the amount of expenditure to be incurred on the CSR activities.

III. Monitoring the CSR Policy of the Company, from time to time.

The Report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as an Annexure - III, forming part of this Annual Report. The CSR Policy may be accessed on the Company''s website at the link:- https://mrtelobal.com/wp-content/uploads/2024/08/CSR-Policv.pdf.

20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:-

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Policy aims to provide protection to women at the workplace, prevent & redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment of women and recommend appropriate action.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. SECRETARIAL STANDARDS OF ICSI:-

The Company is in compliance with the Secretarial Standards on the Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

22. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:-

Details of loans, investments, guarantees and securities covered under provisions of Section 186 of the Companies Act, 2013 are provided in the Audited Financial Statement, forming part of this Annual Report.

23. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-

All contracts/arrangements/transactions, entered into by the Company, during the year under review, with the Related Parties were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company has entered into contract/ arrangement/transactions with the Related Parties, in accordance with the Policy on the Related Party Transactions. All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the contracts/arrangements/transactions which are repetitive in nature. A statement of all the Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The Policy on the Related Party Transactions may be accessed on the Company''s website at the link:- https://mrtglobal.com/wp-content/uploads/2024/08/RELATED-PARTY-TRANSACTION-POLICY.pdf.

Your Directors draw attention of the Members to the Audited Financial Statement which sets out Related Party Transactions disclosures. Details of contracts/arrangements/transactions with the Related Parties have been reported in Form AOC-2 is annexed herewith as an Annexure - IV. forming part of this Annual Report.

24. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred between the end of the F.Y. of the Company as on 31st March, 2024 and the date of the Report i.e. 17th August, 2024, except that the Company has changed the Registered Office of the Company from 47, New Cloth Market, O/s Raipura Gate, Ahmedabad - 380 002, Gujarat to "Mahalaxmi House", YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, with effect from opening of Business Hours on 04th April, 2024.

25. PARTICULERS OF EMPLOYEES:-

Disclosures with respect to the remuneration of the Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an Annexure - V, forming part of this Annual Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Board''s Report and Financial Statements are being sent to the Members after excluding the disclosure on particulars of the employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining such information may address their e-mail to:- [e-mail].

26. ANNUAL RETURN:-

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for F.Y. 2023-24 has been disclosed on the Company''s website and the same may be accessed on the Company''s website at the link:- https://mrtglobal.com/wp-content/uploads/2024/08/ Draft-Annual-Return-of-F.Y.-2023-24.pdf

27. LISTING:-

The Securities of your Company are listed with two Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2024-25, have been paid within due date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of the Company held in dematerialized mode with them, for F.Y. 2024-25.

28. COMPULSORY TRADING IN DEMAT:-

The SEBI vide its Master Circular dated 07th May, 2024, has mandated Listed Companies to issue securities in demat form only while processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/ Folios; Transmission and Transposition.

In view of the same and to eliminate all risks associated with physical Shares and to avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form.

29. INSURANCE:-

All the assets of the Company including the inventories, buildings and plant & machineries are adequately insured.

30. ENVIRONMENT:-

As a responsible corporate citizen and as a Textiles Processing Unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliance of stipulated pollution control norms.

31. ENHANCING SHAREHOLDERS VALUE:-

Your Company believes that its Members are among its most important Stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating & building for growth, enhancing the productive asset & resource base and nurturing overall corporate reputation. Your Company is also committed for creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socio economic and environmental dimensions and contribute to sustainable growth and development.

32. DEPOSITORY SYSTEM:-

As the Members are aware, the Company''s Equity Shares are tradable in electronic form. As on 31st March, 2024, out of the Company''s total Equity Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 48,000 number of Equity Shares were in physical form and the remaining Shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Members holding Shares in physical form are advised to avail themselves of the facility of dematerialization.

33. GENERAL:-

Your Directors state that 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:-

I. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

II. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

III. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Bank or Financial Institution.

IV. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid-up Equity Shares in the Company.

V. Revision of Financial Statement and Board''s Report.

VI. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

34. APPRECIATION:-

Your Directors thanks various Central and State Government Departments, Organizations and Agencies, for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners, for the excellent support received from them during the year under review and look forward to their continued support in future. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR, MAHALAXMI RUBTECH LIMITED

Sd/-

SHRI JEETMAL B. PAREKH

DATE: AUGUST 17, 2024 CHAIRMAN

PLACE: AHMEDABAD (DIN: 00512415)

---

Mar 31, 2023

The Directors have pleasure in presenting herewith the Board''s Report along with the Audited Standalone and Consolidated Statement of Accounts, for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL SUMMARY:-

The Group''s financial performance, for the year under review, along with the previous year''s figures are given hereunder:-

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Income from Operations & other Income	20554.65	17414.17	27313.89	20215.37
Profit before Depreciation	1567.21	1568.21	1925.53	1830.41
Less:- Depreciation	835.89	849.04	843.68	850.62
Profit before Tax	731.32	719.17	1081.85	979.79
Less:- Provision for Tax	194.76	182.85	282.37	248.20
Less:- Provision for Deferred Tax	(45.84)	(5.90)	(44.85)	2.80
Profit after Tax	582.40	542.22	844.33	728.79

2. STATE OF THE COMPANY''S AFFAIRS:-

The Company has witnessed rise in the total Income from Operations, during the F.Y. ended on 31^st March, 2023.

During the year under review, your Company has reported on a Standalone basis, Income from Operations & other Income '' 20554.65 Lakhs as against '' 17414.17 Lakhs in the previous year, Profit before Tax '' 731.32 Lakhs as against '' 719.17 Lakhs in the previous year, Net Profit after Tax '' 582.40 Lakhs as against '' 542.22 Lakhs in the previous year.

During the year under review, your Company has reported on a Consolidated basis, Income from Operations & other Income '' 27313.89 Lakhs as against '' 20215.37 Lakhs in the previous year, Net Profit before Tax '' 1081.85 Lakhs as against '' 979.79 Lakhs in the previous year, Net Profit after Tax '' 844.33 Lakhs as against '' 728.79 Lakhs in previous year.

The performance and financial position of the Wholly Owned Subsidiary Companies i.e. Globale Tessile Private Limited (CIN:-U17299GJ2017PTC098506) and Mahalaxmi Exports Private Limited (CIN:- U17299GJ2019PTC110673), are included in the Consolidated Financial Statement forming part of this Annual Report.

3. SCHEME OF ARRANGEMENT INVOLVING DEMERGER:-

Pursuant to provisions of the Sections 230 - 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulation 37 of the SEBI (LODR) Regulations, 2015, the Board has approved, in its Meeting held on 16^th February, 2023, the Demerger embodied in the draft Scheme of Arrangement between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (Demerged Company); Mahalaxmi Fabric Mills Private Limited (Formerly known as "Sonnet Colours Pvt Ltd") (MFMPL) (CIN:- U17100GJ1991PTC015345) (First Resulting Company); and Globale Tessile Private Limited (GTPL) (CIN:- U17299GJ2017PTC098506) (Second Resulting Company) and their respective Shareholders and Creditors (Scheme), which provides for the following:-

I. Demerger of Traditional Textiles Processing Division, located at Narol, Ahmedabad and Wind Power Division of the Demerged Company along with existing investment of the Demerged Company in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:- U17299GJ2019PTC110673) (First Demerged Undertaking) and vesting the same into the First Resulting Company.

II. Demerger of Trading Textiles Division of the Demerged Company (Second Demerged Undertaking) and vesting the same into the Second Resulting Company.

III. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, shall be remaining business of the Demerged Company.

Further, the Company has received the Observation Letters from the Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), on 01^st August, 2023. Following the receipt of the Observation Letters from the Stock Exchanges, the Company will file an Application to Hon''ble National Company Law Tribunal, Ahmedabad Bench (NCLT), for obtaining direction to convene or dispense the Meetings under Sections 230 - 232 of the Companies Act, 2013.

The Scheme is subject to approval of the Shareholders, Creditors, NCLT and any other Authorities, as may be necessary.

4. DIVIDEND AND RESERVE:-

The Board of Directors have not recommended any Dividend for the F.Y. 2022-23. The Board does not propose any amount to carry to Reserves for the F.Y. 2022-23 and Profit earned during the F.Y. 2022-23 is proposed to be retained in the Profit & Loss Account, for the F.Y. ended on 31^st March, 2023.

5. DEPOSIT: -

The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013, is not applicable.

The details of loan received from the Directors of the Company not considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are disclosed in the Note No. 43 of the Audited Standalone Financial Statements of the Company

6. SHARE CAPITAL:-

During the year under review, the Company has not issued any Shares with differential rights as to dividend, voting or otherwise nor has granted any Stock Options or Sweat Equity. As on 31^st March, 2023, none of the Directors of the Company hold instruments convertible into the Equity Shares of the Company. The Paid-up Equity Share Capital of the Company as on 31^st March, 2023 stood at '' 10,62,02,750, consisting of 1,06,20,275 number of Equity Shares of '' 10/- each.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

There is no change in the nature of business, during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS:-

Your Company is engaged in the manufacturing and marketing of products falling under the segment of Traditional Textiles and Polymer based Technical Textiles & Rubber. A detailed analysis on the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion and Analysis Report, forming part of this Annual Report, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.

9. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

Your Company has complied with the Corporate Governance requirements as specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance under the SEBI (LODR) Regulations, 2015 along with the Certificate from the Company''s Auditors confirming compliance thereof is annexed and forming part of this Annual Report.

10. MEETINGS OF THE BOARD:-

During the year under review, total 10 (Ten) Meetings of the Board of Directors were conveyed and held. Details of the composition of the Board, Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the Board Meetings were within the period, prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

11. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

a. Appointment of Directors:-

During the year under review, Shri Balveermal K. Singhvi (DIN: 05321014) was reappointed in the Board Meeting dated 10^th March, 2023, for continuation as a Non-Executive-Independent Director of the Company, beyond 75 years in his current term, from 15^th April, 2023 till 31^st March, 2026, notwithstanding that he has attained the age of 75 years, in pursuance to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, which was approved by the Members of the Company, through Postal Ballot, on 12^th April, 2023. In the opinion of the Board, Independent Director reappointed, during the year under review, is a Person of integrity and possess relevant expertise and experience including the proficiency ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA).

b. Cessation of Directors:

During the year under review, Km. Prinsa J. Prajapati (DIN: 09185859), Independent Director, has resigned from the Board upon completion of her tenure w.e.f. 30^th May, 2022. The Board places on record her appreciation for invaluable contribution and guidance.

c. Retirement by rotation:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the forthcoming AGM, Shri Rahul J. Parekh (DIN: 00500328), will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The Notice convening the AGM includes the proposal for his re-appointment as a Director. A brief profile of Shri Rahul J. Parekh has also been provided therein.

d. Key Managerial Personnel:-

The following Persons are the Key Managerial Personnel ("KMP") as on 31^st March, 2023:-

i. Shri Rahul J. Parekh, Managing Director

ii. Shri Anand J. Parekh, Jt. Managing Director

iii. Shri Rajendra R. Mehta, Chief Financial Officer

iv. Smt. Shital Marsh Trivedi, Company Secretary

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declaration by an Independent Directory-

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

III. Governance Guidelines:-

The Company has adopted the Governance Guidelines on the Board effectiveness. The Governance Guidelines cover aspects related to the composition and role of the Board, Chairman & Directors, Board diversity, definition of independence, Directors terms, retirement age and the Board Committees. It also covers aspects relating to nomination, appointment, induction and development of the Directors, Directors remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and mandates of the Board Committees.

IV. Procedure for nomination and appointment of Directors:-

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the resumes of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, in terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.

a. Independence:-

In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets with the criteria for Independent Director, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

b. Qualifications:-

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

c. Positive attributes:-

In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal & communication skills and soundness of judgment. Independent Directors are also expected to abide by the "Code for Independent Directors", as outlined in Schedule IV of the Companies Act, 2013.

VI. Board evaluation:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

VII. Meeting of the Independent Directors:-

During the year under review, a separate Meeting of the Independent Directors was held. In the said Meeting, the Independent Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

VIII. Remuneration Policy:-

The Board have, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection and appointment of the Directors, Senior Management, Key Managerial Personnel and their remuneration, pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The philosophy for remuneration of the Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Nomination and Remuneration Committee has recommended to the Board a Policy aligned to this philosophy and the same may be accessed on the Company''s website at the link:- https://mrtglobal.com/policy-and-code-of-conduct/.

The Nomination and Remuneration Committee has considered following factors while formulating the Policy:-

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to the Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

IX. Committees of the Board:-

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013 & Rules framed thereunder and the SEBI (LODR), Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Share Transfer Committee and Risk Management Committee.

The Board has accepted all recommendations of the above Committees. The details about Composition of Committees, Meetings and attendance are incorporated in the Corporate Governance Report, forming part of this Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, state that:-

I. In the preparation of the annual accounts, for the F.Y. ended on 31^st March, 2023, the applicable accounting standards had been followed and there are no material departures from the same;

II. The Directors 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, at the end of the F.Y. ended on 31^st March, 2023 and of the profit of the Company for the F.Y. ended on 31^st March, 2023;

III. The Directors had 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;

IV. The Directors had prepared annual accounts on a going concern basis.

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

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the Financial Statement were adequate and effective during the F.Y. 2022-23.

Details of internal controls system are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

14. RISK MANAGEMENT:-

Although not mandatory, as a measure of the good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company''s performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company''s overall risk exposure and reviews the Risk Management Policy and structure.

This robust risk management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Risk Management Committee.

The Company has adopted a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013.

15. AUDITORS:-

I. Statutory Auditors:-

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W), Practicing Chartered Accountants, have been appointed as a Statutory Auditors of the Company, in the Board Meeting held on 31^st May, 2021, for a period of 5 (Five) years commencing from the conclusion of the 30^th AGM till the conclusion of 35^th AGM.

The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the F.Y. ended on 31^st March, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

II. Cost Auditors:-

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts & records are made and maintained by the Company.

M/s. Dalwadi & Associates (Firm Registration No.:- 000338), Practicing Cost Accountant, have been appointed as a Cost Auditors of the Company, in the Board Meeting held on 30^th May, 2022, for audit of cost accounting records for the F.Y. 2022-23.

The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y. ended on 31^st March, 2022, does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received a letter from the Cost Auditors M/s. Dalwadi & Associates, for eligibility, under Section 141 of the Companies Act, 2013 and its independence from the Company. The Board, on recommendation of the Audit Committee, in its Meeting held on 25^th May, 2023, have appointed M/s. Dalwadi & Associates, as the Cost Auditors of the Company, to conduct the audit of cost accounting records for the F.Y. 2023-24. The Members are requested to ratify the remuneration to be paid to the Cost Auditors of the Company.

III. Secretarial Auditors:-

Shri Hardik Hudda (ACS:- 39621 and CP No.:- 14697), Proprietor of M/s. Hardik Hudda & Associates, Practicing Company Secretary, has been appointed as a Secretarial Auditor of the Company, in the Board Meeting held on 30^th May, 2022, for the F.Y. 2022-23.

The Secretarial Auditors Report of M/s. Hardik Hudda & Associates, for the F.Y. ended on 31^st March, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Report for the F.Y. ended on 31^st March, 2023, is annexed herewith as an Annexure - I, forming part of this Annual Report.

IV. Internal Auditors:-

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W), Practicing Chartered Accountants, have been appointed as an Internal Auditor of the Company, in the Board Meeting held on 10^th August, 2022, for the F.Y. 2022-23.

The Audit Committee, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

16. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary Companies, are prepared in accordance with the Indian Accounting Standards, notified under the Companies (Indian Accounting Standards) Rules, 2015, which is forming part of this Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual Financial Statements of the Wholly Owned Subsidiary Companies and related detailed information will be kept at the Registered Office of the Company and also at the Registered Office of the respective Subsidiary Companies and will be available to investors seeking information at any time.

The Company has no Subsidiary Company, Joint Ventures or Associate Company which have become or ceased, during the year under review.

The Company has adopted a Policy for determining Material Subsidiary in terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. The Policy for determining Material Subsidiary may be assessed on the Company''s website at the link:- https://mrtelobal.com/ disclosures-under-reeulation-46-of-the-lodr/

The Consolidated Financial Statement reflect the operations of the following Wholly Owned Subsidiary Companies:-

Sr. No.	Name of the Company	CIN	Registered Office of the Company	Holding/ Subsidiary/ Associate
1	Globale Tessile Private Limited	U17299GJ2017PTC098506	"Mahalaxmi House", YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad -380 015, Gujarat.	Wholly Owned Subsidiary Companies
2	Mahalaxmi Exports Private Limited	U17299GJ2019PTC110673

Pursuant to Regulation 24 of the SEBI (LODR) Regulations, 2015, Mahalaxmi Exports Private Limited has become the Material Subsidiary of Mahalaxmi Rubtech Limited, during the year under review. Accordingly, Smt. Sangita S. Shingi (DIN: 06999605), Independent Director of Mahalaxmi Rubtech Limited, has been appointed as an Independent Director of Mahalaxmi Exports Private Limited.

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, Mahalaxmi Exports Private Limited has undertaken the Secretarial Audit for the F.Y. 2022-23 and the Secretarial Audit Report thereof, given by a Practicing Company Secretary, is annexed herewith as an Annexure - II, forming part of this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The details required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, is annexed herewith as an Annexure - III, forming part of this Annual Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate and exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company''s website at the link:- https://mrtglobal.com/disclosures-under-regulation-46-of-the-lodr/. The Audit Committee of your Company oversees the Vigil Mechanism.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Corporate Social Responsibility (CSR) is a Company''s sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in utmost transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives. This Policy has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules framed thereunder to undertake the CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Shri Rahul J. Parekh as a Chairman and Shri Anand J. Parekh & Smt. Sangita S. Shingi as Members of the Committee.

The responsibilities of the CSR Committee include:-

I. Formulating and recommending to the Board, the CSR Policy and indicating activities to be undertaken by the Company.

II. Recommending the amount of expenditure to be incurred on the CSR activities.

III. Monitoring the CSR Policy of the Company, from time to time.

The Report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as an Annexure - IV, forming part of this Annual Report. The CSR Policy may be accessed on the Company''s website at the link:- https://mrtglobal.com/policv-and-code-of-conduct/.

20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:-

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Policy aims to provide protection to women at the workplace, prevent & redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment of women and recommend appropriate action.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. SECRETARIAL STANDARDS OF ICSI:-

The Company is in compliance with the Secretarial Standards on the Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

22. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:-

Details of loans, investments, guarantees and securities covered under provisions of Section 186 of the Companies Act, 2013 are provided in the Standalone and Consolidated Financial Statement, forming part of this Annual Report.

23. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:-

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with Rules made thereunder and pursuant to Regulation 33 of the SEBI (LODR) Regulations, 2015, the Company has prepared the Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary Companies and a separate statement containing the salient features of the Financial Statement of Subsidiaries, Joint Ventures and Associates in Form AOC-1 is annexed herewith as an Annexure - V, forming part of this Annual Report.

As required under the SEBI (LODR) Regulations, 2015, a Cash Flow Statement is forming part of this Annual Report.

24. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-

All contracts/arrangements/transactions, entered into by the Company, during the year under review, with the Related Parties were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company has entered into contract/ arrangement/transactions with the Related Parties, in accordance with the Policy on the Related Party Transactions. All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the contracts/arrangements/transactions which are repetitive in nature. A statement of all the Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The Policy on the Related Party Transactions may be accessed on the Company''s website at the link:- https://mrtglobal. com/disclosures-under-regulation-46-of-the-lodr/.

Your Directors draw attention of the Members to the Financial Statement which sets out Related Party Transactions disclosures. Details of contracts/arrangements/transactions with the Related Parties have been reported in Form AOC-2 is annexed herewith as an Annexure - VI, forming part of this Annual Report.

25. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred between the end of the F.Y. of the Company as on 31^st March, 2023 and the date of the Report i.e. 08^th August, 2023.

26. PARTICULERS OF EMPLOYEES:-

Disclosures with respect to the remuneration of the Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an Annexure - VII, forming part of this Annual Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Board''s Report and Financial Statements are being sent to the Members after excluding the disclosure on particulars of the employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining such information may address their e-mail to:- [e-mail].

27. ANNUAL RETURN:-

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for F.Y. 2022-23 has been disclosed on the Company''s website and the same may be accessed on the Company''s website at the link:- https://mrtglobal.com/disclosures-under-regulation-46-of-the-lodr/.

28. LISTING:-

The Securities of your Company are listed with two Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2023-24, have been paid within due date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of the Company held in dematerialized mode with them, for F.Y. 2023-24.

29. COMPULSORY TRADING IN DEMAT:-

The SEBI vide its Notification i.e. the SEBI (LODR) (Amendment) Regulations, 2022, dated 24^th January, 2022, has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. Further, the SEBI, vide its Circular No.:- SEBI/HO/MIRSD_RTAMB/P/CIR/2022/8 dated 25^th January 2022, has clarified that the Listed Companies, with immediate effect, shall issue the Securities in dematerialized form only while processing investor service requests pertaining to issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/folios, transmission, transposition, etc.

In view of the same and to eliminate all risks associated with physical Shares and to avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form.

30. INSURANCE:-

All the assets of the Company including the inventories, buildings and plant & machineries are adequately insured.

31. ENVIRONMENT:-

As a responsible corporate citizen and as a Textiles Processing Unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliance of stipulated pollution control norms.

32. ENHANCING SHAREHOLDERS VALUE:-

Your Company believes that its Members are among its most important Stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating & building for growth, enhancing the productive asset & resource base and nurturing overall corporate reputation. Your Company is also committed for creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socio economic and environmental dimensions and contribute to sustainable growth and development.

33. DEPOSITORY SYSTEM:-

As the Members are aware, the Company''s Equity Shares are tradable in electronic form. As on 31^st March, 2023, out of the Company''s total Equity Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 53,500 number of Equity Shares were in physical form and the remaining Shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Members holding Shares in physical form are advised to avail themselves of the facility of dematerialization.

34. GENERAL:-

Your Directors state that 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:-

I. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

II. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

III. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Bank or Financial Institution.

IV. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid-up Equity Shares in the Company.

V. Revision of Financial Statement and Board''s Report.

VI. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

35. APPRECIATION:-

Your Directors thanks various Central and State Government Departments, Organizations and Agencies, for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners, for the excellent support received from them during the year under review and look forward to their continued support in future. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

---

Mar 31, 2018

TO

THE MEMBERS,

The Directors have pleasure in presenting herewith the Directors’ Report, along with the Audited Statement of Accounts for the year ended 31^st March, 2018.

FINANCIAL RESULTS:

Particulars	For the year ended 31.03.2018 (Rs. in Lacs)	For the year ended 31.03.2017 (Rs. in Lacs)
Income from Operations & Other Income	22997.84	20304.48
Profit before Depreciation	1412.12	1307.48
Less: Depreciation	847.64	803.77
Profit before Tax	564.48	503.71
Less: Provision for Tax	134.50	226.81
Less: Provision for deferred Tax	48.68	(62.89)
Profit after Tax	381.30	339.79

**Figures for FY 2016-17 have been restated as per applicable Indian Accounting Standards

In the preparation of the financial statements for the financial year 2017-18, the Company has adopted Ind AS and the transition date is 01 April, 2016.

Up to the year ended 31st March, 2017, the Company had prepared its Financial Statements in accordance with generally accepted accounting principles in India, including accounting standards read with Section 133 of the Act notified under the Companies (Accounting Standards) Rules, 2006 (‘Previous GAAP’). These are the Company’s first Ind AS Financial Statements.

There was no material changes and commitments, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

There was no change in nature of business during the year. The Company has one Wholly Owned Subsidiary company Globale Tessile Private Limited (subsidiary company), which has yet to commence business.

OPERATION AND REVIEW AND STATES OF COMPANIES AFFAIRS:

The Company continues to see marginal growth with its overall performance in the financial year 2017-18 driven by the average performance in both segment in which the Company operates.

The total income of the company increased to Rs. 22997.84 Lakhs from Rs. 20304.48 Lakhs in the previous year, at a rate of 13.26 %. The Profit before Tax amounted to Rs. 564.48 Lakhs as against Rs. 503.71 Lacs in the previous year. The net profit after tax was increased to Rs. 381.30 Lakhs as against Rs. 339.79 Lakhs in the previous year.

DIVIDEND:

Board of Directors has not recommended any dividend for the Financial Year 2017-18.

CONSOLIDATED FINACIAL STATEMENT

The Consolidated Financial Statements of the Company and of its Wholly Owned Subsidiary, Globale Tessile Private Limited are prepared in compliance with applicable provisions of the Companies Act, 2013, and “Ind AS” issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI) form part of this Annual Report.

FIXED DEPOSITS:

The company has not invited / accepted any deposits from public within the meaning of provisions of section 73 and 76 of the Companies Act, 2013 and the rules framed there under and the directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

SHARE CAPITAL

Pursuant to the approval of shareholders at the Extra Ordinary General Meeting held on 21 November, 2016, the Company has issued and allotted an aggregate of 4500000 warrants, convertible into equity shares of Rs. 10/- each of the Company, at any time within 18 months from the date of allotment of the warrant, at an exercise price of Rs. 45/- per warrant including premium of Rs. 35/- per warrant to persons belonging to promoter and promoter group of the company on preferential basis out of which 1150000 warrants were already converted in the previous financial year and further 1500000 warrants were converted into 1500000 equity shares of Rs. 10/- each during the year. Such shares shall rank pari-passu in all respect including, as to dividend, with existing fully paid up equity shares of face value of Rs. 10 each and shall also subject to lock-in, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations.

As a result of the above allotments of 1500000 equity shares, paid-up equity shares capital of the company was increased from Rs. 99702750/- comprising of 9970275 number of equity shares of Rs. 10 each as on March 31, 2017 to Rs. 114702750/- comprising of 11470275 number of equity shares of Rs. 10 each as on March 31, 2018. The allotted shares are listed and traded in the Stock Exchange where shares of the Company are Listed.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 134 (3)(m) of the Companies Act, 2013 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - I and form part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company is engaged in the manufacturing and marketing of product falling under the category/segment of Traditional Textile and Technical Textile. A detailed analysis on the performance of the industry, the Company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report as required under Regulation 34(2)(e) and Schedule V of the Listing Obligation and Disclosure Requirement, Regulation, 2015.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your company has complied with the requirements regarding Corporate Governance as required under regulation 34(3) and Schedule V of SEBI LODR, Regulation 2015. A Report on the Corporate Governance in this regard is made a part of this Report along with Certificate from the Company’s Auditors confirming compliance with the conditions of Corporate Governance.

MEETINGS OF THE BOARD AND ITS COMMITTEE

Eleven meetings of the Board of Directors were conveyed and held during the year. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the ensuing Annual General Meeting (AGM), Mr. Jeetmal Bhoorchand Parekh (DIN: 00512415), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. There was no change in the Key Managerial Personnel during the year.

Details of managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the corporate governance report.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors’ term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors’ remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/ she meet with the criteria for ‘Independent Director’ as laid down in the Act and Regulation 16 (1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulation, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board at the meeting and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties. They also reviewed the performance of the non-independent directors and the board as a whole and the performance of the chairperson of the Company taking into account the views of executive directors.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 19(4) of Listing Regulation.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, Makes the following statement:

a. in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b. the directors have 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 at the end of the financial year ended on March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018;

c. the directors have 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 directors have prepared annual accounts on a going concern basis.

e. 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

f. 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.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors’ Report.

AUDITORS:

Statutory Auditors

M/s. P C Bothra & Co, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors at the 26th AGM held on September 27, 2017, for a period of one years i.e., until the conclusion of the ensuing 27th AGM.

Pursuant to the provisions of Section 139, 141 read with Companies (Audit and Auditors) Rules, 2014 and any other applicable provisions of the Act, including rules made thereunder, the Audit Committee at its meeting held on August 10, 2018 has reviewed the proposal to re-appoint M/s. P C Bothra & Co. as Statutory Auditors of the Company for a second term of four consecutive years commencing from the conclusion of 27th AGM (2018) untill the conclusion of 31st AGM (2022) and recommended the same to the board for proposing it to the shareholders at the ensuing 27th AGM.

The Company has received a letter from M/s. P C Bothra & Co. consenting to the re-appointment and confirmation to the effect that their appointment, if made, would be within the prescribed limits and that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made thereunder. M/s. P C Bothra & Co. have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India. The notice of the ensuing 27th AGM contains necessary resolution in this regard. Members may consider appointing M/s. P C Bothra & Co. as Statutory Auditors of the Company as per the provisions of the Companies Act, 2013 till the conclusion of the 31th AGM (2022).

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013. The Statutory Auditors’ Report to the members for the year ended March 31, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor

The Company has received a letter from the cost auditors M/s. Dalwadi & Associate, Cost Accountants in Practice having Firm Reg. No. 000338 to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The cost audit report for the year 2016-17 was filed before the due date with MCA.

The Board of Directors of the Company has on recommendation of the Audit Committee, at its meeting held on 30th May, 2018 appointed M/s. Dalwadi & Associate, Cost Accountants as the cost auditors of the Company to conduct the audit of cost records for the Financial Year 2018-19 maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time. The members are requested to ratify the remuneration to be paid to the cost auditors of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act , 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Hudda & Associates Company Secretaries LLP, (M. No. A31507 and CP No. 11560) to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Audit Observations

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2018.

KEY MANAGERIAL PERSONNEL

Pursuant to section 203 of the Companies Act, 2013, your company had appointed its Key Managerial Personnel viz., Shri Rahul J. Parekh, Managing Director, Shri Anand J. Parekh, Jt. Managing Director, Shri Rajendra R. Mehta, Chief Financial Officer and Shri Shailesh Koshti as Company Secretary and Key Managerial Personnel. During the financial year 2017-18 there was no change in the Key Managerial Personnel of the Company.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreement Your Company has established a Vigil Mechanism of the Company which also incorporates Whistle Blower Policy for its Directors and employees to safeguard against victimization of persons who use Vigil mechanism and to report genuine concerns. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http://www.mrtglobal.com/ images/investor relation/policy/VigilMechansmWhistelBlower.pdf. The Audit Committee of your Company shall oversee the Vigil mechanism.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in Demat from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (12) of section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) rule 2014, the details showing the name and other particulars of employees drawing remuneration in excess of limits set out in the said rule are as under.

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs. 60,00,000/- per annum in terms of Rule 5 (2) (i) is None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs. 5,00,000/- per month in terms of section Rule 5 (2) (ii) is None.

(c) None of the employees is covered under Rule 5 (2) (iii).

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request which is available for inspection by the Members at the Administrative 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 such information thereof, such Member may write to the Company Secretary in advance in this regard.

LISTING:

The Securities of your company are listed with the BSE Limited, and pursuant to Regulation 14 of Listing Regulation, the Annual Listing fees for the year 2018-19 have been paid within due date. The bill for annual custodian fees to NSDL & CDSL is been paid by the Company for the Securities of the Company held in dematerialized mode with them for year 2018-19.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has crossed the threshold limit to implement CSR in the financial year ended March 31, 2018, hence applicable compliances related to CSR will be complied accordingly.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT-9 is annexed herewith as Annexure - III and form part of this Report.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Company has one wholly owned non-listed Indian Subsidiary Company i.e. Globale Tessile Private Limited is being Nonoperative since inception. The Company does not have any Joint venture.

The requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”) with regard to subsidiary company have been complied with. The newly incorporated subsidiary is yet to commence business. Statement containing salient features of the financial statement of Subsidiary Companies in Form AOC-1 is not applicable to the Company.

The consolidated financial results reflect the operations of the following subsidiary.

Sr. No.	Name of Company	CIN / GLN	Address of the Company	Holding/Subsidiary/ Associate
1	Globale Tessile Private Limited	U17299GJ2017PTC098506	YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad 380015	Wholly owned subsidiary

Investment in Subsidiary

During Financial Year 2017-18, the Company had infused a capital of Rs. 5.00 Lakhs in its subsidiary, Globale Tessile Private Limited by subscribing to its equity shares on its incorporation.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, AND SECURITIES PROVIDED

Details of loans, investments, guarantees and securities covered under provisions of section 186 of the Companies Act, 2013 are provided in the standalone and consolidated financial statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the 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 or potential conflict with the interest of the Company in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Policy on materiality of related party transactions and dealing with related party Transactions as approved by the Board may be accessed on the Company’s website at the link: http:// www.mrtglobal.com/images/investor relation/policy/RelatedPartyTransactionPolicy.pdf

Your Directors draw attention of the members to the financial statement which sets out related party disclosures. Details of contracts with related parties have been reported in form AOC-2 and annexed herewith as Annexure - IV and form part of this Report.

PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

ENVIRONMENT

As a responsible corporate citizen and as a textile processing unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for complaint of stipulated pollution control norms.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

DEPOSITORY SYSTEM

As the Members are aware, the Company’s equity shares are tradable in electronic form. As on March 31, 2018, out of the Company’s total equity paid-up share capital comprising of 1,14,70,275 equity shares, only 87,470 equity shares were in physical form and the remaining shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail themselves of the facility of dematerialization.

GENERAL

Your Directors state that 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 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 and ESOS) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION:

Your Directors thanks various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company

For and on behalf of the Board

Mahalaxmi Rubtech Limited

Place: Ahmedabad Jeetmal B. Parekh

Date: May 30, 2018 (Chairman)

---

Mar 31, 2016

TO

THE MEMBERS,

Your Directors have pleasure in presenting herewith the Directors’ Report, along with the Audited Statement of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS:

Particulars	For the year ended 31.03.2016 (Rs. in Lacs)	For the year ended 31.03.2015 (Rs. in Lacs)
Income from Operations & Other Income	16941.44	14591.44
Profit before Depreciation	1209.93	1101.39
Less: Depreciation	738.31	665.62
Profit before Tax	471.62	435.77
Less: Provision for Tax	189.27	165.09
Less: Provision for deferred Tax	(25.68)	(20.54)
Profit after Tax	308.03	291.22

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs. 8,82,02,750/-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. The Company has consolidated its face value of equity share in such a manner that 10 existing equity share of face value of Rs. 1/- each were consolidated in 1 share of face value of Rs. 10/- each during the year results in reduction in the number of shares in the capital but issue, subscribed and paid up capital will not change and for the purpose of consolidation the record date was fixed on November 6^, 2015. Accordingly all the figures in the annexure to this report for previous years are as per face value of Rs. 1/- each and current year figures are as per face value of Rs. 10/- each.

OPERATION AND REVIEW AND STATES OF COMPANIES AFFAIRS:

The Company continues to see marginal growth with its overall performance in the financial year 2015-16 driven by the average performance in existing and new business.

The total income of the company increased to Rs. 16941.44 lacs from Rs. 14591.44 lacs in the previous year, at a rate of 16.11 %.The Profit before Tax amounted to Rs. 471.62 lacs as against Rs. 435.77 lacs in the previous year. The net profit after tax was increased to Rs. 308.03 lacs as against Rs. 291.22 lacs in the previous year.

DIVIDEND:

Board of Directors has not recommended any dividend for the Financial Year 2015-16.

FIXED DEPOSITS:

The company has not invited / accepted any deposits from public within the meaning of provisions of section 73 and 76 of the Companies Act, 2013 and the rules framed there under and the directives issued by the Reserve Bank of India.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 134 (3)(m) of the Companies Act, 2013 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - I and form part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) and Schedule V of the Listing Obligation and Disclosure Requirement, Regulation, 2015 is appended to this Report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your company has complied with the requirements regarding Corporate Governance as required under regulation 34(3) and Schedule V of SEBI LODR, Regulation 2015. A Report on the Corporate Governance in this regard is made a part of this Report along with Certificate from the Company’s Auditors confirming compliance with the conditions of Corporate Governance is forms as integral part of this report.

MEETINGS OF THE BOARD AND ITS COMMITTEE

Eight meetings of the Board of Directors were conveyed and held during the year. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS:

Resignation from Director

Smt. Bhavana N. Parikh, (DIN: 07136900) an independent director submitted his resignation to the Board on March 17, 2016 due to pre-occupancy. The same was accepted by the Board in its meeting held on March 31, 2016. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Smt. Bhavana N. Parikh towards the growth and development of the company during his tenure as an Independent Director.

Confirmation of Appointment

Pursuant to provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, and in compliance of regulation 17(1)(a) of the Listing Obligation and Disclosure Requirement, Regulation 2015 (from hereafter called as “Listing Regulations”), Smt. Sangita Sandeep Singhi (DIN: 06999605) is appointed as Additional Director - Woman Director, Category - Independent, on March 31, 2016 in place of Smt. Bhavana Parikh who was resigned from the Board during the year and she shall hold office only up to the date of Annual General Meeting and being eligible offer herself re-appointed as Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Rahul J. Parekh, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors’ term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors’ remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/ she meet with the criteria for ‘Independent Director’ as laid down in the Act and Regulation 16 (1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulation, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 19(4) of Listing Regulation.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, Makes the following statement :

a. in the preparation of the annual accounts for the year ended on March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

b. the directors have 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 at the end of the financial year ended on March 31, 2016 and of the profit of the Company for the year ended on March 31, 2016;

c. the directors have 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 directors have prepared annual accounts on a going concern basis.

e. 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

f. 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.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors’ Report.

AUDITORS:

At the Annual General Meeting (AGM) of the Company held last year, pursuant to the provisions of the Act and the Rules made there under, M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting are recommended for re-appointment for the Financial Year 2016-17 subject to approval of the Shareholder’s of the Company at the AGM to be held in 2016. As required under the provision of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Act.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

The Company has appointed M/s. Dalwadi & Associate, Cost Accountants, Ahmedabad (Firm Registration No. 000338) as the Cost Auditors of the Company for audit of cost accounting records for the financial year ended 31st March, 2016. Further, the Company maintains the cost records; however the Company was not fall under the criteria for Cost Audit for the year ended on 31st March, 2015. The Board of Directors has, on recommendation of the Audit Committee, at its meeting held on 27th May, 2016 appointed M/s. Dalwadi & Associates, as the Cost Auditor of the Company for audit of cost accounting records for the financial year 2016-17 and has also fixed their remuneration. In terms of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company.

The Board has appointed M/s. Hudda & Associates Company Secretaries LLP, (M. No.A31507 and CP No. 11560) to conduct Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDIT OBSERVATIONS

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2016.

KEY MANAGERIAL PERSONNEL

Pursuant to section 203 of the Companies Act, 2013, your company had appointed its Key Managerial Personnel viz., Shri Rahul J. Parekh, Managing Director, Shri Anand J. Parekh, Jt. Managing Director, Shri Rajendra R. Mehta, Chief Financial Officer and Shri Shailesh Koshti as Company Secretary and Key Managerial Personnel. No change occurred in the Key Managerial Personnel of the Company during the financial year 2015-16.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreement Your Company has established a Vigil Mechanism of the Company which also incorporates Whistle Blower Policy for its Directors and employees to safeguard against victimization of persons who use Vigil mechanism and to report genuine concerns. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http://www.mrtglobal.com/images/investor relation/ policy/VigilMechansmWhistelBlower.pdf. The Audit Committee of your Company shall oversee the Vigil mechanism.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in Demat from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (12) of section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) rule 2014, the details showing the name and other particulars of employees drawing remuneration in excess of limits set out in the said rule are as under.

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs. 60,00,000/- per annum in terms of Rule 5 (2) (i) is None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs. 5,00,000/- per month in terms of section Rule 5 (2) (ii) is None.

(c) None of the employees is covered under Rule 5 (2) (iii).

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request which is available for inspection by the Members at the Administrative 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 such information thereof, such Member may write to the Company Secretary in advance in this regard.

LISTING:

The Securities of your company are listed with the BSE Limited, and pursuant to Regulation 14 of Listing Regulation, the Annual Listing fees for the year 2016-17 have been paid within due date. The bill for annual custodian fees to NSDL & CDSL is been paid by the Company for the Securities of the Company held in dematerialized mode with them for year 2016-17.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not crossed the threshold limit to implement CSR, hence not applicable to the Company during the year under report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT-9 is annexed herewith as Annexure - III and form part of this Report.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2015-16.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans, investments, guarantees and securities covered under provisions of section 186 of the Companies Act, 2013 are provided in the standalone financial statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the 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 or potential conflict with the interest of the Company in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Policy on materiality of related party transactions and dealing with related party Transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.mrtglobal.com/ images/investor relation/policy/RelatedPartyTransactionPolicy.pdf

Your Directors draw attention of the members to the financial statement which sets out related party disclosures. Details of contracts with related parties have been reported in form AOC-2 and annexed herewith as Annexure - IV and form part of this Report.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

As per SEBI vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016, has passed an interim order against the Company’s previous Registrar and Share Transfer Agents (R&TA), M/s. Sharepro Services (India) Pvt. Ltd. (“Sharepro”) inter alia require to appoint new R&TA within 6 months from the date of said order. Your company had complied with the requirement and had appointed M/s Link Intime India Private Limited as new R&TA from 21st June, 2016 as directed by Securities and Exchange Board of India (SEBI).

ENVIRONMENT

As a responsible corporate citizen and as a textile processing unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for complaint of stipulated pollution control norms.

GENERAL

Your Directors state that 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 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 ESOS referred to in this Report.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION:

Your Directors thanks various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors also express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

For and on behalf of the Board

Mahalaxmi Rubtech Limited

Place: Ahmedabad Jeetmal B. Parekh

Date: May 27, 2016 (Chairman)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the Directors' Report, along with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS: Particulars For the year ended For the year ended 31.03.2015 31.03.2014 (Rs. in Lacs) (Rs. in Lacs)

Income from Operations & Other Income 14591.44 14992.18

Profit before Depreciation 1101.39 971.48

Less: Depreciation 665.62 640.79

Profit before Tax 435.77 330.69

Less: Provision for Tax 165.09 34.47

Less: Provision for deferred Tax (20.54) 66.96

Profit after Tax 291.22 229.26

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 8,82,02,750/-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

OPERATION AND REVIEW AND STATES OF COMPANIES AFFAIRS:

The Company continues to sustain with its overall performance in the financial year 2014-15 driven by the average performance in existing and new business.

The total income of the company stands with marginal decreased to Rs. 14591.44 lacs from Rs. 14992.18 lacs in the previous year, at a rate of 2.67 %.The Profit before Tax amounted to Rs.435.77 lacs as against Rs. 330.69 lacs in the previous year. The net profit after tax was Rs.291.22 lacs as against Rs. 229.26 lacs in the previous year.

DIVIDEND:

Board of Directors has not recommended any dividend for the Financial Year 2014-15.

FIXED DEPOSITS:

The company has not invited / accepted any deposits from public within the meaning of provisions of section 73 and 76 of the Companies Act, 2013 and the rules framed there under and the directives issued by the Reserve Bank of India.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 134 (3)(m) of the Companies Act, 2013 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - I and form part of this Report.

DIRECTORS:

Resignation from Director

Shri Nikhil K. Parikh, (DIN: 00500216) an independent director submitted his resignation to the Board on March 10, 2015 due to some pre-occupancy. The same was accepted by the Board in its meeting held on March 30, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Nikhil K. Parikh towards the growth and development of the company during his tenure as an Independent Director.

Confirmation of Appointment

Pursuant to provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, and in compliance of amended Clause 49 of the Listing Agreement Smt. Bhavana Parikh (DIN: 07136900) is appointed as Additional Director - Woman Director, Category - Independent, on March 30, 2015 in place of Shri Nikhil Parikh who was resigned from the Board during the year and she shall hold office only up to the date of Annual General Meeting and being eligible offer herself re-appointed as Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Jeetmal B. Parekh, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors' term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors' remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, includi ng expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) of the Companies Act, 2013, Your Directors state that:

a. in the preparation of the annual accounts for the year ended on March 31,2015, the applicable accounting standards have been followed and there are no material departures from the same;

b. the directors have 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 at the end of the financial year ended on 31.03.2015 and of the profit of the Company for the year ended on 31.03.2015;

c. the directors have 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 directors have prepared annual accounts on a going concern basis.

e. 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

f. 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.

MEETINGS OF THE BOARD

Seven meetings of the Board of Directors were held during the year. Further details included in the Corporate Governance Report. AUDITORS:

M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16.As required under the provision of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Section.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company is required to be audited. The Cost Audit report for the Financial Year 2013-14 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2014.The same was filed on 27th September, 2014. The Board has appointed Shri Bunty Hudda, Practicing Company Secretary, (M. No.A31507 and CP No. 11560) to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDIT OBSERVATIONS

The Management has taken reasonable steps for the maintenance of Fix Asset Register, providing of bad debts, verification of stock account balance, etc.

KEY MANAGERIAL PERSONNEL

Pursuant to section 203 of the Companies Act, 2013, your company had appointed its Key Managerial Personnel viz., Shri Rahul J. Parekh, Managing Director, Shri Anand J. Parekh, Jt. Managing Director, Shri Rajendra R. Mehta, Chief Financial Officer and Shri Japan Shah as the Company Secretary. Amongst which Shri Japan Shah was resigned from the post of Company secretary and Key Managerial Personnel w.e.f. 8th October, 2014 and Shri Shailesh Koshti was appointed from 12th November, 2014 as Company Secretary and Key Managerial Personnel.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreement Your Company has established a Vigil Mechanism of the Company which also incorporates Whistle Blower Policy for its Directors and employees to safeguard against victimization of persons who use Vigil mechanism and to report genuine concerns. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.mrtglobal.com/images/investor relation/ policy/VigilMechansmWhistelBlower.pdf. The Audit Committee of your Company shall oversee the Vigil mechanism.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in Demat from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (12) of section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) rule 2014, the details showing the name and other particulars of employees drawing remuneration in excess of limits set out in the said rule are as under.

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs.60,00,000/- per annum in terms of Rule 5 (2) (i) is None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs.5,00,000/- per month in terms of section Rule 5 (2) (ii) is None.

(c) None of the employees is covered under Rule 5 (2) (iii).

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request which is available for inspection by the Members at the Administrative 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 such information thereof, such Member may write to the Company Secretary in advance in this regard.

LISTING:

The Securities of your company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2015-16 have been paid to them well before the due date. The bill for annual custodian fees to NSDL & CDSL will be paid as and when it will be received by the Company for the Securities of the Company held in dematerialized mode with them for year 2015-16.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors' Report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company's shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not crossed the threshold limit to implement CSR, hence not applicable to the Company during the year under report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT-9 is annexed herewith as Annexure - III and form part of this Report.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2014-15.

DEVELOPMENT AND INPLIMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans, investments, guarantees and securities covered under provisions of section 186 of the Companies Act, 2013 are provided in the standalone financial statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the 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 or potential conflict with the interest of the Company in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party Transactions as approved by the Board may be accessed on the Company's website at the link: http://www.mrtqlobal.com/imaqes/investor relation/policv/RelatedPartvTransactionPolicv.pdf

Your Directors draw attention of the members to the financial statement which sets out related party disclosures. Details of contracts with related parties are annexed herewith as Annexure - IV and form part of this Report.

GENERAL

Your Directors state that 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 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 ESOS referred to in this Report.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION:

Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

For and on behalf of the Board Mahalaxmi Rubtech Limited Place: Ahmedabad Jeetmal B. Parekh Date: May 30, 2015 (Chairman)

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting herewith the Directors'' Report, along with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Particulars For the year ended For the year ended 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Income from Operations & Other Income 14992.18 12357.63

Profit before Depreciation 971.48 814.54

Less: Depreciation 640.79 493.36

Profit before Tax 330.69 321.18

Less: Provision for Tax 34.47 0.12

Less: Provision for deferred Tax 66.96 100.44

Profit after Tax 229.26 220.62

OPERATION AND REVIEW:

The Company continues to see marginal growth in the financial year 2013-14 driven by the average performance in existing and new business.

The total income increased to Rs. 14992.18 lacs from Rs. 12357.63 lacs in the previous year, at a rate of 21.32 %.The Profit before Tax amounted to Rs.330.69 lacs as against Rs. 321.18 lacs in the previous year. The net profit after tax was Rs.229.26 lacs as against Rs.220.62 lacs in the previous year.

DIVIDEND:

Board of Directors has not recommended any dividend for the Financial Year 2013-14.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Jeetmal B. Parekh, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Pursuant to the provisions of Section 149,152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act,2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr.Malav J. Ajmera, Mr. Nikhil K. Parikh and Mr. Nehal M. Shah are also proposed to be appointed as Independent Directors of your Company for a period of 5 (five) years effect from 29th September, 2014.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; (ii) that the directors have selected such accounting polices 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 at the end of the financial year ended on 31.03.2014 and of the profit of the Company for the year ended on 31.03.2014;

(iii) that 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 the Company and for preventing and detecting fraud and other irregularities; (iv) that the directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company''s shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors'' Report.

AUDIT:

M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad,who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provision of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act,1956,your Company carries out an audit of cost records every year. Pursuant to the Companies Act, 2013 and subject to notification if any, in regards to the maintenance of Cost Accounting Records and Audit therof by the Central Government, the Company has appointed M/s A. G. Dalwadi & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2014-15. The cost audit report for the Financial year 2012-2013 which was due to be filed with the Ministry of Corporate Affairs on September 30,2013. The same was filed on 24.09.2013.

KEY MANAGERIAL PERSONNEL

Pursuant to section 203 of the Companies Act,2013, your company is required to appoint Key Managerial Personnel. Accordingly, your company has appointed its Key Managerial Personnel viz., Mr. Rahul J. Parekh, Managing Director, Mr. Anand J. Parekh, Jt Managing Director, Mr. Rajendra R. Mehta as the Chief Financial Officer and Mr. Japan Shah as the Company Secretary. All the four Key Managerial Personnel prescribed under the Act were in the employment of your Company even prior to the Companies Act, 2013 became applicable.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for its Directors and employees to safeguard against victimization of persons who use Vigil mechanism and report genuine concerns. The Audit Committee of your Company shall oversee the Vigil mechanism.

FIXED DEPOSITS:

The company has not accepted any deposits from public within the meaning of provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in DEMAT FORM from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (2A) of section 217 of the Companies Act, 1956 in respect of certain employees of the company are as under:

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs.60,00,000/- per annum in terms of section 217 (2A) (a) (i) None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs.5,00,000/- per month in terms of section 217(2A) (a) (ii) None.

(c) None of the employees is covered under section 217 (2A) (a) (iii).

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

LISTING:

The Securities of your company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-15 have been paid to them well before the due date. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for year 2014-15.

APPRECIATION:

Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

For and behalf of the Board Mahalaxmi Rubtech Limited

Place: Ahmedabad Date : May 30, 2014

Jeetmal B. Par (Chairman)

---

Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting herewith the Directors'' Report, along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Particulars For the year ended For the year ended 31.03.2013 31.03.2012 (Rs. in Lacs) (Rs. in Lacs)

Income from Operations & Other Income 12357.63 10718.18

Profit before Depreciation 814.54 756.96

Less: Depreciation 493.36 414.86

Profit before Tax 321.18 342.10

Less: Provision for Tax 012 133.89

Less: Provision for deferred Tax 100.44 (26.32)

Profit after Tax 220.62 234.53

OPERATION AND REVIEW:

The Company continues to see marginal growth in the financial year 2012-13 driven by the average performance in existing and new business.

The total income increased to Rs.12357.63 lacs from Rs.10718.18 lacs in the previous year, at a rate of 15.30 %.The Profit before Tax amounted to Rs.321.18 lacs as against Rs. 342.10 lacs in the previous year. The net profit after tax was Rs. 220.62 lacs as against Rs.234.53 lacs in the previous year.

DIVIDEND:

Board of Directors has not recommended any dividend for the Financial Year 2012-13.

DIRECTORS:

Shri Nehal M.Shah, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the directors have 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 at the end of the financial year ended on 31.03.2013 and of the profit of the Company for the year ended on 31.03.2013; (iii) that 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 the Company and for preventing and detecting fraud and other irregularities; (iv) that the directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company''s shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors'' Report.

AUDIT:

M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmadabad, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2013-14.As required under the provisions of the Section 224(1B) of the Companies Act,1956,the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act,1956, Cost Accounting record Rules 2011. your Company carries out an audit of cost records every year. The Company has appointed M/s A.G.Dalwadi & Co.,

Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14, subject to the approval of the central government The cost audit report for the Financial year 2011-2012 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2012 and extended further upto 28.02.2013 was filed on 29.01.2013.

FIXED DEPOSITS:

The company has not accepted any deposits from public within the meaning of provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India.

RIGHTS ISSUE :

Company has filed Draft Letter of offer with Securities Exchange Board of India for issue of Right Shares on 14th November, 2011.

The same was approved by SEBI on 24.08.2012.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in DEMAT FORM from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (2A) of section 217 of the Companies Act, 1956 in respect of certain employees of the company are as under:

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs.60,00,000/- per annum in terms of section 217 (2A) (a) (i) None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs.5,00,000/- per month in terms of section 217(2A) (a) (ii) None.

(c) None of the employees is covered under section 217 (2A) (a) (iii).

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

LISTING:

The Securities of your company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2012-13 have been paid to them well before the due date. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for year 2012-13.

APPRECIATION:

Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

By order of the Board of Directors

For Mahalaxmi Rubtech Limited

Place: Ahmedabad Japan N. Shah

Date: August 21, 2013 (Company Secretary)

---

Mar 31, 2012

The Directors have pleasure in presenting herewith the Directors' Report, along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Particulars For the year ended For the year ended 31.03.2012 31.03.2011 (Rs. in Lacs) (Rs. in Lacs)

Income from Operations & Other Income 10718.18 12921.02

Profit before Depreciation 75696 1246.22

Less: Depreciation 41486 383.38

Profit before Tax 342.10 862.84

Less: Provision for Tax 133.89 244.00

Less: Provision for deferred Tax (26.32) 13.45

Profit after Tax 234.53 605.39

OPERATION AND REVIEW:

The total income reduces to Rs. 10718.18 lacs from Rs. 12921.02 lacs in the previous year, at a rate of 17.05%.The Profit before Tax amounted to Rs. 342.10 lacs as against Rs. 862.84 lacs in the previous year. The net profit after tax was Rs. 234.53 lacs as against Rs. 605.39 lacs in the previous year.

DIVIDEND:

Considering the past track records of the Company, your Directors are glad to recommend for approval of the members Dividend at the rate of 5% (Rs. 0.05 per Equity Share on the face value of Rs. 1/- each) (Last year 5%) on paid up Equity Share Capital of the company. The dividend on the Equity Shares, if declared as above, would involve cash outflow of Rs. 5125573/- (including tax on dividend).

DIRECTORS:

Shri Anand J. Parekh, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the directors have selected such accounting polices 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 at the end of the financial year ended on 31.03.2012 and of the profit of the Company for the year ended on 31.03.2012; (iii) that 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 the Company and for preventing and detecting fraud and other irregularities; (iv) that the directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company's shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors' Report.

AUDIT:

M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad,who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2012-13.As required under the provisions of the Section 224(1B) of the Companies Act,1956,the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act,1956,your Company carries out an audit of cost records relating to Textile Division every year.Subject to the approval of the Central Government, the Company has appointed M/s Dalwadi & Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2012-13.The cost audit report for the Financial year 2010-2011 which was due to be filed with the Ministry of Corporate Affairs o September 30,2011 was filed on the same date.

FIXED DEPOSITS:

The company has not accepted any deposits from public within the meaning of provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India.

RIGHTS ISSUE :

Company has filed Draft Letter of offer with Securities Exchange Board of India for issue of Right Shares on 14th November, 2011. The same is under process with them.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in DEMAT FORM from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (2A) of section 217 of the Companies Act, 1956 in respect of certain employees of the company are as under:

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs. 60,00,000/- per annum in terms of section 217 (2A) (a) (i) None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs. 5,00,000/- per month in terms of section 217(2A) (a) (ii) None.

(c) None of the employees is covered under section 217 (2A) (a) (iii).

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

LISTING:

The Securities of your company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2012-13 have been paid to them well before the due date. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for year 2012-13.

APPRECIATION:

Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

For and behalf of the Board Mahalaxmi Rubtech Limited

Jeetmal B . Pa rekh (Chairman)

Place: Ahmedabad Date : May 30, 2012

---

Mar 31, 2011

TO

THE MEMBERS,

The Directors have pleasure in presenting herewith the Directors’ Report, along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Particulars For the year ended For the year ended 31.03.2011 31.03.2010 (Rs. in Lacs) (Rs. in Lacs)

Income from Operations & Other Income 12921.02 9022.98

Profit before Depreciation 1246.22 987.38

Less: Depreciation 383.38 344.15

Profit before Tax 862.84 643.23

Less: Provision for Tax 244.00 109.00

Less: Provision for deferred Tax 13.45 83.08

Profit after Tax 605.39 451.15

OPERATION AND REVIEW:

The Company continued to see strong and profitable growth in the financial year 2010-11 driven by good performance in existing and new business.

The total income increased to Rs. 12921.02 lacs from Rs. 9022.98 lacs in the previous year, at a growth rate of 43.20%. Our Textile business aggregated Rs.12180.19 lacs up by 48.13% from Rs. 8222.88 in the previous year. The Profit before Tax amounted to Rs. 862.84 lacs as against Rs. 643.23 lacs in the previous year. The net profit after tax was Rs.605.39 lacs as against Rs. 451.15 lacs in the previous year.

DIVIDEND:

Considering the improved financial performance of the Company, your Directors are glad to recommend for approval of the members Dividend at the rate of 5% (Rs. 0.05 per Equity Share on the face value of Rs. 1/- each) (Last year 5%) on paid up Equity Share Capital of the company. The dividend on the Equity Shares, if declared as above, would involve cash outflow of Rs. 5125573/- (including tax on dividend).

DIRECTORS:

Shri Malav J. Ajmera, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the directors have selected such accounting polices 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 at the end of the financial year ended on 31.03.2011 and of the profit of the Company for the year ended on 31.03.2011; (iii) that 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 the Company and for preventing and detecting fraud and other irregularities; (iv) that the directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company’s shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors' Report.

AUDIT:

M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad,who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2011 -12.As required under the provisions of the Section 224(1B) of the Companies Act,1956,the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act,1956,your Company carries out an audit of cost records relating to Textile Division every year. Subject to the approval of the Central Government, the Company has appointed M/s A.G.Dalwadi & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2011 -12. The cost audit report for the Financial year 2009-2010 which was due to be filed with the Ministry of Corporate Affairs on September 26,2010 was filed on the same date.

FIXED DEPOSITS:

The company has not accepted any deposits from public within the meaning of provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India.

SHARE CAPITAL :

Subsequent to the Resolution passed by way of Postal Ballot on 13th August, 2010 company has Sub -divided the Equity Shares of Rs. 10/- to Rs. 1/- each.

INSURANCE:

All the assets of the company including the inventories, building, plant and machineries are adequately insured.

COMPULSORY TRADING IN DEMAT:

Trading of the equity shares of your Company are being traded compulsorily in DEMAT FORM from March 23, 2001 pursuant to circular of SEBI.

EMPLOYEES:

The information required under sub section (2A) of section 217 of the Companies Act, 1956 in respect of certain employees of the company are as under:

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs.24,00,000/- per annum in terms of section 217 (2A) (a) (i) - None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs.2,00,000/- per month in terms of section 217(2A) (a) (ii) - None.

(c) None of the employees is covered under section 217 (2A) (a) (iii).

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

LISTING:

The Securities of your company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2011-12 have been paid to them well before the due date. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for year 2011 - 12.

APPRECIATION:

Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

For and behalf of the Board Mahalaxmi Rubtech Limited

Jeetmal B. Parekh (Chairman) Place: Ahmedabad Date: May 19, 2011

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Mar 31, 2010

The Directors have pleasure in presenting herewith the Directors Report, along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010.

For the year ended For the year ended FINANCIAL RESULTS: 31.03 2010 31.03 2009 (Rs. in Lacs) (Rs. in Lacs)

Particulars

Income from Operations & Other Income 9022.98 8284.51

Profit before Depreciation 987.38 583.57

Less: Depreciation 344.15 276.68

Profit before Tax 643.23 306.89

Less: Provision for Tax 109.00 35.00

Less: Provision for deferred Tax 83.08 57.11

Profit after Tax 451.15 214.78

OPERATION AND REVIEW:

The Company continued to see strong and profitable growth in the financial year 2009-10 driven by good performance in existing and new business.

The total income increased to Rs. 9022.98 lacs form Rs. 8284.51 lacs in the previous year, at a growth rate of 8.91%. Our Textile business aggregated Rs. 8222.88 lacs up by 7.32% from Rs. 7661.74 in the previous year. The profit before tax amounted to Rs 643.23 lacs as against Rs. 306.89 lacs in the previous year. The net profit aftertax was Rs. 451.15 lacs as against Rs. 214.78 lacs in the previous year.

DIVIDEND:

Considering the improved financial performance of the Company, your Directors are glad to recommend for approval of the members Dividend at the rate of 5% (Rs. 0.50 per Equity Share on the face vaiue of Rs. 10/- each) (Last year 5%) on paid up Equity Share Capital of the company. The dividend on the Equity Shares, if declared as above, would involve cash outflow of Rs. 51,59,640/- (including tax on dividend)

DIRECTORS:

Shri Jeeimal B. Parekh, liabie to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the directors have selected such accounting polices 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 at the end of the financial year ended on 31.03.2010 and of the profit of the Company for the year ended on 31.03.2010; (iii) that 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 the Company and for preventing and detecting fraud and other irregularities; (iv) that the directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement, entered into with the Stock Exchange, where the Companys shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors ot the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors Report.

AUDITORS:

M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad, Auditors of the company retires, and being eligible, offers themselves for reappointment.

FIXED DEPOSITS:

The company has not accepted any deposits from public within the meaning of provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India.

WARRANTS:

Company had issued 12,00,000 convertible warrants on 25.02.2008 on preferential basis. As per the terms of allotment the warrants were to be converted into equity shares of Rs. 10 each. The allottes did not exercise their right for conversion of said warrants into equity shares. Accordingly, the aforesaid warrants stand lapsed and application money forfeited.

INSURANCE:

All the assets of the company including the inventories, Building, Plant and Machineries are adequately insured.

COMPULSORY TRADING IN DEMAT: Trading of the equity shares of your Company are being traded compulsorily in DEMAT FORM from 23/03/2001 pursuant to circular of SEBI.

EMPLOYEES: The information required under sub section (2A) of section 217 of the Companies Act, 1956 in respect of certain employees of the company are as under:

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs.24,00,000/- per annum in terms of section 217 (2A)(a)(i) None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs.2,00,000/- per month in terms of section 217 (2A)(a)(ii) None.

(c) None of the employees is covered under section 217 (2A) (a) (iii).

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

APPRECIATION:

Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future.

For and behalf of the Board For, Mahalaxmi Rubtech Limited

Sd/-

Place: Ahmedabad. Jeetmal B. Parekh

Date: May 30, 2010 (Chairman)