AFFLUENCE

M&B ENGINEERING LIMITED

DIRECTORS' REPORT

Dear Shareholders,

The Directors present the 41ST ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2022-23 ended 31st March, 2023.

1. FINANCIAL PERFORMANCE: 
        (Rs. in lakh)
Particulars Current Year
2022-23 Previous Year
2021-22
Revenue from Operations 85867.61        68,747.12
Other Income  720.67             592.60
Total Revenue  86,588.28        69,339.72
Profit before Interest, Depreciation & Tax 7,922.32 5,947.06
Less :  Depreciation 871.20            872.03
            Interest 1,832.00 1,782.12
Profit before tax 5,219.12         3,292.91
Less : Provision for Current Tax 1,313.65 828.82
Less: Deferred Tax  (54.71) (172.65)
Less : Short/(Excess) provisions of earlier years - -
Profit after Tax 3,960.18 2636.74
Earnings per Share  - Rs. 19.80 13.18

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2023 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

The Company done extremely well during the year with an increase of 24.90% in the turnover of the Company from 687.47 Cr in 21-22 to 858.68 Cr and thereby increase in profitability also.

4. FUTURE PLANS:

The Company is having expansion plans of its business in the year 2023 and in this connection, it is planning to have a manufacturing facility in the state of Tamil Nadu. The company has already taken the land on 99 years lease admeasuring 28.4 acres in SIPCOT Industrial Park at Cheyyar and started construction activities. The Company proposes to start its commercial production from this new Plant during last quarter of financial year 2023-24. This Plant is proposed to have an initial capacity of 20000 MT in the first phase.

The Company had a very good Order on hand position amounting to Rs.48,351 Lacs as on 1st April, 2023.

With this robust order bank and firm future expansion plans in place, the Company is looking forward to a phenomenal growth in the coming years.
5. CHANGE IN THE NATURE OF BUSINESS:

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

6. RESERVES:

Your Company does not propose to transfer any amount to General Reserves.

7. DIRECTORS:
 
7.1  One of your Directors viz. Ms. Umaben G. Patel retires by rotation in terms of the Articles of                 Association of the Company. However, being eligible, offers herself for reappointment.

7.2 Mr. Girishbhai Patel is re-appointed as Director-Technical of the company for a period of 3 years from 1st April, 2023 to 31st March, 2026

7.3 Mr. Chirag Patel is re-appointed as Managing Director of the company for a period of 3 years from 1st April, 2023 to 31st March, 2026

7.4 Mr. Vipin Patel is re-appointed as Director-Finance of the company for a period of 3 years from 1st April, 2023 to 31st March, 2026

7.5 Mr. Malav Patel is re-appointed as Managing Director of the company for a period of 3 years from 1st April, 2023 to 31st March, 2026

7.6 The Board of Directors duly met 14 times on 1st April, 2022, 12th May, 2022, 13th July, 2022, 20th August, 2022, 2nd September, 2022, 28th September, 2022, 4th October, 2022, 7th November, 2022, 29th November, 2022, 21st December, 2022, 10th January, 2023, 20th January, 2023, 25th February, 2023 and 1st March, 2023 during the financial year under review.

7.7 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

7.8 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31st March, 2023 being end of the financial year 2022-23 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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) that the Directors had prepared the annual accounts on a going concern basis.

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

8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

9. CHANGES IN CAPITAL STRUCTURE:

During the year under review, there has been no change in the Authorised Equity Share Capital and Paid up Share Capital of the Company.

As at 31st March, 2023 the Authorised Equity Share Capital of the Company stood at Rs. 30,00,00,000/- divided into 3,00,00,000 Equity Shares of Rs. 10/- each and the Paid-up Equity Share Capital of the Company stood at Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs. 10/- each.

In order to broad base the Equity Capital Structure of the Company, it is proposed to increase in Authorised Share capital of the Company to Rs. 75,00,00,000/- divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The member are requested to approve the aforesaid increase in Authorised Share capital at the ensuing Annual General Meeting members by way of passing of Ordinary Resolution.

10. ISSUE OF BONUS SHARES:

In order to broad base the Equity Capital Structure of the Company, the Board of Directors have recommended that a sum of Rs. 30,00,00,000/- in aggregate be capitalised from the surplus in Profit and Loss account and applied for the issue of 3,00,00,000 Equity Shares of Rs. 10/-  each as Fully paid up Bonus Shares. Thus, for every existing 2 Equity Share of Rs. 10/- each new 3 Bonus Equity Shares of Rs. 10/- each has been recommended. The proposed issue of Bonus Shares is not in lieu of dividend and the said Bonus Shares shall rank pari passu with the existing Equity Shares. As per Section 63 of the Companies Act, 2013, members are requested to approve the aforesaid issue of Bonus Shares at the ensuing Annual General Meeting by way of passing of Ordinary Resolution.

11. ALTERATIONS IN MEMORANDUM OF ASSOCIATION:

In light of the changes brought in by the enactment of the Companies Act, 2013, other objects in the Memorandum of Association are required to be deleted. Thusly, it is proposed to delete the other Objects of the Memorandum of Association at the ensuing Annual General Meeting by way of passing of Special Resolution. Members are requested to approve the same.

12. ADOPTION OF NEW SET OF ARTICLE OF ASSOCIATION:

It is proposed to adopt new set of Articles of Association for the administrative convenience and in light of changes brought in by the enactment of the Companies Act, 2013. The member are requested to approve aforesaid amendment at the ensuing Annual General Meeting by way of passing of Special Resolution.

13. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No. Name of the Director & Designation Remuneration
(Salary + Perquisites)
(per month) Commission received from Holding/ Subsidiary
1 Girishbhai Patel, Director - Technical Rs. 9.53  lacs N.A.
2 Chiragbhai Patel,  Managing Director Rs. 19.98 lacs N.A.
3 Vipinbhai Patel, Director - Finance Rs. 1.778 lacs N.A.
4 Malav Patel, Managing Director Rs. 13.93  lacs N.A.
5 Umaben G Patel, Director Rs. 2.5 lacs N.A.

14. NET WORTH OF THE COMPANY:

The Net worth as on 31st March, 2023 is Rs. 19,382.12 lakh compared to Rs. 15422.01 lakhs on 31st March, 2022.

15. PERSONNEL AND H. R. D.:

15.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

15.2 PARTICULARS OF EMPLOYEES:

The information required under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel Rules, 2014 is set out below.

Name Mr. Chirag H. Patel
Designation Managing Director
Remuneration received Rs. 239.78 lacs
Nature of Employment Contractual
Qualification B.E. Civil
Experience 31 Years in the field of civil projects
Date of commencement of employment with the Company 01/05/1993
Age  52 Years
Last employment before  -
Percentage of Equity Shares held 21%

Name Mr. Malav G. Patel
Designation/Nature of duties Managing Director
Nature of Employment Contractual
Gross Remuneration p.a. Rs. 167.16 lacs
Qualification B.B.A.
Experience 25 Years in the field of civil projects
Date of commencement of employment with the Company 01/04/2002
Age  46 Years
Last employment before  -
Percentage of Equity Shares held 14%

Name
Mr. Girishbhai G. Patel
Designation/Nature of duties Director-Technical
Nature of Employment Contractual
Gross Remuneration p.a. Rs. 114.30 lacs
Qualification Hydraulic Engineer from USA
Experience more than 50 years of technical experience in the field of civil projects
Date of commencement of employment with the Company 31/12/1984
Age  76 years
Last employment before  -
Percentage of Equity Shares held 27%

16. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

All 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 transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure-A.

18. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B. The remarks of Auditors have been explained at para 20.1 below.

19. EXTRACT OF ANNUAL RETURN: 

Pursuant to substitution made in Section 92(3) of the Companies Act, 2013 vide the Companies (Amendment) Act, 2017; the requirement of including an extract of the annual return in the Board's report has been omitted.

20. AUDIT COMMITTEE:

20.1 The Board of Directors have constituted Audit Committee consisting of the following:

1. Mr. Sanjay S. Majmudar    Chairman
2. Mr. Birju M. Patel     Member
3. Mr. Vipin K. Patel    Member

The members of the committee had met on 12th May, 2022, 2nd September, 2022, 21st December, 2022 and 1st March, 2023 during the year 2022-23.

20.2  VIGIL MECHANISM:

The Board of Directors has laid down a policy on Vigil Mechanism for effective and smooth functioning of Company. All the Board Members and Senior Management personnel have affirmed compliance with the policy of Vigil Mechanism.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company has also set up a Remuneration Committee of Directors, consisting of:

1.  Mr. Birju M. Patel    Chairman
2.  Mr. Sanjay S. Majmudar    Member
   3. Mr. Vipin K. Patel    Member

The Committee identifies and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors of the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors.

The committee met once during the Financial Year 2022-23 on 25th February, 2023.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of three Directors viz. Mr. Vipin K. Patel (Chairman), Mr. Chirag H. Patel and Mr. Sanjay S. Majmudar, as members.

The committee met once during the Financial Year 2022-23 on 2nd September, 2022.

Some of the core areas identified by the Committee are Education, Health, Environment, women empowerment etc. The Company spent Rs. 41.32 lakh during the year 2022-23 for CSR.

22.1 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY:

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - C.

23. GENERAL:

23.1. AUDITORS: 

STATUTORY AUDITORS:

At the 40th Annual General Meeting held on 30th September, 2022, M/s. S S B K & Co, Chartered Accountants, (FRN: 134956W) were appointed as Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the financial years 2022-23 to 2026-27.

The notes on Accounts and remarks of the Auditors are self-explanatory.

23.2. COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Prutha Shah & Co., Cost Accountants, Ahmedabad, (Firm Registration Number 102498) as Cost Auditor to audit the cost accounts of the Company for the financial year 2023-24. As required under the Companies Act, 2013, a resolution seeking Shareholders' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

23.3. INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

23.4. DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

23.5. RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

23.6. STATEMENT ON SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Associate / JVs. The Company has two subsidiaries viz. Modtech Machines Private Limited (India) and Phenix Construction Technologies Inc. (USA) and Further, a statement containing the salient feature of the financial statement of Subsidiaries under the first proviso to sub-section (3) of section 129 is appended as Annexure - D.

23.7. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

23.8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

23.9. ENVIRONMENT AND SAFETY:

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

23.10. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year, the Company does not have received any material case or complaint of sexual harassment.

23.11. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

23.12. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

23.13 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one time settlement with any Bank or Financial Institution.

23.14. With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

24. DEMATERIALISATION OF EQUITY SHARES:
 
Shareholders have an option to dematerialise their shares with the depository viz NSDL. The ISIN No. allotted is INE08N601015.

25.    DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

26. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

Place: Ahmedabad
Date: 7th September, 2023 On behalf of the Board of Directors.

 Chirag H. Patel                                                
  Managing Director
DIN:00260514 Malav G Patel
Managing Director
DIN:00260602

ANNEXURE -A

FORM   A

Disclosure of particulars with respect to Conservation of Energy

(A) Conservation of energy-

Steps taken or impact on conservation of energy In line with the Company's commitment towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption
Steps taken by the Company for utilising alternate sources of energy -
Capital investment on energy conservation equipments N.A.

 (B) TECHNOLOGY ABSORPTION:

Efforts made in Research and Development and Technology Absorption as per Form B prescribed in the Rules is as under:

1. Research & Development (R & D)

(a)  Specific areas in which R&D
carried out by the Company. : New product development and improvement in Quality.
(b)  Benefits derived as a result 
       of the above R&D  : Increase in the range of products in its volume of contribution in increased sales turnover.
(c)   Future plan of action : To maintain improved quality of products through quality control.
(d)   Expenditure on R&D : Marginal

2. Technology absorption, adoption and innovation: The Company has sought technical know services for improvement in Production throughput which is likely to benefit the company for a long term.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:   
(Rs. In lakh)

 2022-23 2021-22
Total Foreign exchange earnings 4249.39 8201.42
Total Foreign Exchange used  355.45 125.38

Place: Ahmedabad
Date: 7th September, 2023 On behalf of the Board of Directors.

 Chirag H. Patel                                                
  Managing Director
DIN:00260514 Malav G Patel
Managing Director
DIN:00260602

ANNEXURE -C

ANNUAL REPORT ON CSR ACTIVITIES
Sr.
No. Particulars Information
1 Brief outline on CSR Policy of the Company The Company aims to demonstrate its social responsibility with special emphasis on sectors like education, healthcare & sanitation, women empowerment, arts & sports and environmental sustainability and other spheres as decided by the Board mainly for Promoting Health/Medical and Education.
2 The Composition of the CSR Committee:
Sl. No. Name of Director Designation / Nature of
Directorship Number of meetings of
CSR Committee held
during the year Number of meetings of CSR
Committee attended during
the year
1 Mr. Vipin K. Patel Chairman of CSR Committee & Director- Finance
 1 1
2 Mr. Chirag H. Patel Member of CSR Committee & Managing Director 1 1
3 Mr. Sanjay S. Majmudar Member of CSR  Committee & Independent Director 1 1

3 Provide the web-link(s) where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company. Not Applicable
4 Provide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.
 Not Applicable
5. a) Average net profit of the company as per sub-section (5) of section 135. Rs. 20.66 Crore
 b) Two percent of average net profit of the company as per sub-section (5) of section 135.
 Rs. 41.31 Lakh
 c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. Nil
 d) Amount required to be set off for the financial year 2022-23, if any Rs. 0.56 Lakh
 e) Total CSR obligation for the financial year 2022-23 [(b)+(c)-(d)]. Rs. 40.76 Lakh
6. (a) Amount spent on CSR Projects
(both Ongoing Project and other than Ongoing Project).
 Rs. 41.32 Lakh
 (b) Amount spent in Administrative Overheads.
 Nil
 (c) Amount spent on Impact Assessment, if applicable.
 Not Applicable
 (d) Total amount spent for the Financial Year 2022-23 [(a)+(b)+(c)].
 Rs. 41.32  Lakh
 (e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent
for The Financial Year 2022-23
(in Rs.) Amount Unspent (in Rs.)
 Total Amount Transferred to Unspent CSR Account as per sub-section (6) of section 135. Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
 Amount Date of transfer Name of the Fund Amount Date of transfer

41.32 lacs  Nil N.A. --- Nil N.A.

 (a) Excess amount for set off, if any: -

Sr. No. Particulars Amount
(in Rs.)
(1) (2) (3)
(i) (a) Two percent of average net profit of the company as per sub-section (5) of section 135 Rs. 41.31 Lakh
 (b) Amount available for set off from FY 2021-22 Rs. 0.56 Lakh
 (a)-(b) Total CSR obligation for the financial year 2022-23 Rs. 40.76 Lakh
(ii) Total amount spent for the Financial Year 2022-23
 Rs. 41.32  Lakh
(iii) Excess amount spent for the financial year [(ii)-(i)]
 Rs. 0.56 Lakh
(iv) Surplus arising out of the CSR projects or Programmes or activities of the previous financial years, if any
 Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]
 Rs. 0.56 Lakh

7. (a) Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

1 2 3 4 5 6 7 8
Sr.No Preceding
Financial
Years Amount
transferred to
Unspent CSR
Account
under sub-section
(6) of section 135.
(in Rs.) Balance
Amount in
Unspent
CSR
Account
under sub-section
(6) of
section 135
(in Rs.) Amount
Spent
in the
Financial
Year
 Amount transferred to
a fund as specified under
Schedule VII as per second proviso
 to sub-section (5) of section135, if any. Amount remaining to be spent in succeeding Financial year
(in Rs) Deficiency, if any
     Amount
(in Rs) Date of
transfer  
1 FY-1
 (2021-22) Nil Nil Nil NIL NIL Nil Nil
2 FY-2
 (2020-21) NIL NIL NIL NIL NIL NIL NIL
3 FY-3
 (2019-20) NIL NIL NIL NIL NIL NIL NIL
.
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

If Yes, enter the number of Capital assets created/ acquired  - Not Applicable 

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility
amount spent in the Financial Year:
Sl. No. Short
particulars of
the property or
asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent Details of entity / Authority/ Beneficiary of the registered owner  
(1) (2) (3) (4) (5) (6)  
     CSR Registration number, if applicable Name Registered Address
--- --- --- --- --- --- --- ---
(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries) No
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) Not Applicable

 On behalf of the Board of Directors,
   
   
   
 Chirag H. Patel Mr. Vipin K. Patel Girish M. Patel

Place: Ahmedabad Managing Director Chairman- CSR Committee Whole Time Director
Date: 7th September, 2023 DIN:00260514 DIN:00260734 DIN: 00261624

ANNEXURE -D

Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sr. No. Particulars Details
1. Name of the subsidiary Phenix Construction Technologies Inc. (USA) Modtech Machines Private Limited (India)
2. Reporting period for the subsidiary concerned, if different from the holding company's reporting period Same As Holding Company  Same As Holding Company
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries USD @                   Rs.82.18/USD N.A.
4. Share capital
 20,54,500 3,05,78,000
5. Reserves & surplus          
(9,34,08,799) (5,00,90,811)
6. Total assets
 6,08,30,909 
216810683
7. Total Liabilities
 6,08,30,909 
216810683
8. Investments
 - 1,35,689
9. 
Turnover
 35,41,88,386 92,42,9720
10. Profit before taxation 
-3,51,10,195 -2,39,09,984
11. Provision for taxation
 - -
12. Profit after taxation
 -3,51,10,195 -2,44,98,676
13. Proposed Dividend
 - -
14. 
% of shareholding
 100% 51%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations - NIL
2. Names of subsidiaries which have been liquidated or sold during the year- NIL

Part "B": Associates and Joint Ventures - NIL

for and on behalf of Board of Directors of
M&B Engineering Limited

Place: Ahmedabad
Date: 7th September, 2023 

Chirag H. Patel                                                
  Managing Director
DIN:00260514 

Malav G Patel                                       
Managing Director
DIN:00260602
  

                                                                         Vipin K. Patel                     Birva Patel
                                                                            CFO                                             CS

The Company done extremely well during the year with an increase of 24.90% in the turnover of the Company from 687.47 Cr in 21-22 to 858.68 Cr and thereby increase in profitability also.

Steps taken or impact on conservation of energy In line with the Company's commitment towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption Steps taken by the Company for utilising alternate sources of energy - Capital investment on energy conservation equipments N.A.

Efforts made in Research and Development and Technology Absorption as per Form B prescribed in the Rules is as under: 1. Research & Development (R & D) (a) Specific areas in which R&D carried out by the Company. : New product development and improvement in Quality. (b) Benefits derived as a result of the above R&D : Increase in the range of products in its volume of contribution in increased sales turnover. (c) Future plan of action : To maintain improved quality of products through quality control. (d) Expenditure on R&D : Marginal 2. Technology absorption, adoption and innovation: The Company has sought technical know services for improvement in Production throughput which is likely to benefit the company for a long term.

(Rs. In lakh) 2022-23 2021-22 Total Foreign exchange earnings 4249.39 8201.42 Total Foreign Exchange used 355.45 125.38

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed: (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that 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 31st March, 2023 being end of the financial year 2022-23 and of the profit of the Company for the year; (iii) that the Directors had taken proper and sufficient care for 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) that the Directors had prepared the annual accounts on a going concern basis. (v) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.