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