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A B Infrabuild Ltd.

BSE: 535343 Sector: Infrastructure
NSE: ABINFRA ISIN Code: INE00YB01017
BSE 05:30 | 01 Jan A B Infrabuild Ltd
NSE 05:30 | 01 Jan A B Infrabuild Ltd

A B Infrabuild Ltd. (ABINFRA) - Director Report

Company director report

To

The Members

A B Infrabuild Limited

Your Directors have pleasure in presenting the 10th Annual Report of yourcompany along with the Audited Financial Statements for the Financial Year ended on 31stMarch 2020. Further in compliance with the Companies Act 2013 the company has made allrequisite disclosures in the Board Report with the objective of accountability andtransparency in its operations and to make you aware about its performance and futureperspective.

1. FINANCIAL RESULTS

The Company's performance during the financial year ended March 312020 as compared tothe previous financial year is summarized as below: (Amount in Lakh)

Particulars 2019-20 2018-19
Revenue from Operations 6362.46 5488.67
Other Income 33.53 105.05
Total Revenue 6395.99 5593.72
Less: Finance Cost 315.91 368.59
Less: Depreciation & Amortization 34.39 93.26
Less: Other Expenses 5619.00 4698.42
Profit Before Tax & Exceptional Items 426.69 433.45
Exceptional Items 69.65 13.98
Profit Before Tax 357.04 419.47
Current Tax 105.00 135.66
Short/Excess Provision of Taxation 0.00 17.73
Deferred Tax (8.08) (10.96)
Profit After Tax 260.12 277.05
Other Comprehensive Income (8.77) 0.00
Net Profit 251.35 277.05

2. PERFORMANCE REVIEW

During the year under review the Turnover of the Company has shown an increase of14.34%. The Company has achieved a Turnover of Rs.6395.99 Lakh as against Rs.5593.72 Lakhin the previous year. The Company has made Net Profit of Rs.251.35 Lakh against Rs.277.05Lakh.

3. COVID-19 PANDEMIC

Due to COVID-19 pandemic and having nationwide lockdown growth of the Company has beenaffected. Considering the opportunities threats and strengths of your Company managementcontinuously works for increasing the productivity of the Company and meet the demand ofstakeholders so that Company can gradually stable its position in the market. Themanagement is of the view that future prospects and growth of your Company will depend onthe overall economic scenario. However all necessary activities have been initiated whichwould give us the lead in future.

4. DIVIDEND

With a view to provide cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

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

6. RESERVES

In the financial year 2019-20 the reserves maintained with the Company is Rs.1641.19Lakh while in the year 2018- 19 reserves was Rs.626.82 Lakh.

7. MATERIAL CHANGE AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT.

The Company has list Shares at the National Stock Exchange at SME Platform in the monthof July 2019.

8. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

9. SHARE CAPITAL

The Company has issued 4428000 equity shares through IPO on the SME platform(NSE-emerge) of NSE Limited during the Financial year.

10. MATERIAL CHANGES DURING THE YEAR

The Company has successfully come up with an IPO of equity shares of the Company andequity shares of the company listed on NSE SME EMERGE platform on 12th July2019.

The issue size of IPO was Rs.1281.12 Lakh consisting of 4428000 equity shares offace of value of Rs.10/- each for cash at a price of Rs.29/- (including a share premium ofRs.19/- per share).

11. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATES COMPANIES

As on 31st March 2020 the Company does not have any subsidiary or joint venture andassociate company.

12. LISTING OF SHARES

The Company's shares are listed on NSE emerge SME platform with ISININE00YB01017 &Symbol ABINFRA.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board and Key Managerial Persons (KMP) of the Company as on 31stMarch 2020 were as follow:

Name of Director Designation/ Appointment Change in designation Date of change in designation / Date of Appointment Date of Resignation
1 Amit Mishra Managing Director - 07/06/2018
2 Shreeprakash Singh Whole Time Director - 07/06/2018
3 Bharatkumar Parmar Whole Time Director - 07/06/2018
4 Mukesh Pandey Whole Time Director - 07/06/2018
5 Udayan Chindarkar Independent Director - 07/06/2018
6 Aneeta Devi Independent Director - 07/06/2018 01/11/2019
7 Vanita Bhuva Independent Director - 07/06/2018
8* Mohit Soni Company Secretary - 04/06/2018 30/09/2019
9 Yogini Gosavi Chief Financial Officer - 01/03/2019

* Mr. Anupam Vyas appointed as Company Secretary w.e.f 01/09/2020.

Directors Retiring by Rotation

Pursuant to Section 152 of the Companies Act 2013 and in accordance with the Articleof Association of the Company Mr. Bharat Kumar Parmar Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors recommends his reappointments) .

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013.

14. BOARD AND COMMITTEE MEETING

Number of Board Meetings

The Board of Directors met 13 times during the financial year ended March 31 2020 on30th April 201918th May 201911th June 201917* June201918* June 2019 09* July 201919* July 201930* July 2020 05* September 2019 30* 01stOctober 2019 14* November 2019 31st January 2020 and 03rd March2020 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The intervening gap between two board meetings was within the periodprescribed under the Companies Act 2013 and as per Secretarial Standard-1. The prescribedquorum was presented for all the Meetings and Directors of the Company activelyparticipated in the meetings and contributed valuable inputs on the matters brought beforethe Board of Directors from time to time. Attendance of Directors in the Board Meeting:

Name of Directors

No. of Board Meetings

Entitle to attend Attended
1 Amit Mishra 13 13
2 Bharatkumar Parmar 13 13
3 Shreeprakash Singh 13 13
4 Mukesh Pandey 13 13
5 Udayan Chindarkar 13 10
6 Vanita Bhuva 13 11
7 Aneeta Devi 10 8

Number of Committees Meeting

The Audit Committee met 5 times during the Financial Year ended March 31 2020. TheStakeholders Relationship Committee met 1 times during the Financial Year ended March 312020. The Nomination and Remuneration Committee met 2 times during the Financial Yearended March 312020. Members of the Committees discussed the matter placed and contributedtheir valuable inputs on the matters brought before the meetings.

15. COMMITTEES OF THE BOARD

The Company has three committees viz; Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee which has been established as a part of thebetter corporate governance practices and is in compliance with the requirements of therelevant provisions of applicable laws and statutes.

I. Audit Committee:

During the year under review meeting of Audit Committee were held on 30* April 201930* July 2019 05* September 2019 14* November 2019 and 03rd March 2020 andthe attendance records of the members of the Committee are as follows:

Name Designation

No. of Meetings

Held Attended
1 Vanita Bhuva Chairperson & Member 5 5
2 Udayan Chindarkar Member 5 5
3 Aneeta Devi Member (resigned from Independent Director w.e.f. 01/11/2019) 5 3
4 Amit Mishra Member (Appointed as member of the Committee w.e.f. 14/11/2019) 5 2

All the recommendation made by the Audit Committee in the financial year 2019-20 wasapproved by the Board.

II. Composition of Nomination & Remuneration Committee

During the year under review meeting of Nomination & Remuneration Committee washeld on 05/09/2019 and 03/03/2020 and the attendance records of the members of theCommittee are as follows:

Name Designation

No. of Meetings

Held Attended
1 Vanita Bhuva Chairperson & Member 2 2
2 Udayan Chindarkar Member 2 2
3 Aneeta Devi Member (resigned from Independent Director w.e.f. 01/11/2019) 2 1
4 Amit Mishra Member (Appointed as member of the Committee w.e.f. 14/11/2019) 2 1

The salient feature of the policy of Nomination & Remuneration Committee same hasbeen disclosed under Annexure 4.

III. Composition of Stakeholder Relationship Committee

During the year under review meeting of Stakeholder Relationship Committee was held on03/03/2020 and the attendance records of the members of the Committee are as follows:

Name Designation

No. of Meetings

Held Attended
1 Vanita Bhuva Chairperson & Member 1 1
2 Udayan Chindarkar Member 1 1
3 Aneeta Devi Member (resigned from Independent Director w.e.f. 01/11/2019) 1 0
4 Amit Mishra Member (Appointed as member of the Committee w.e.f. 14/11/2019) 1 1

16. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution and various criteria as recommended by the Nomination andRemuneration Committee of the Company. The evaluation of the working of the Board itscommittee experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.

17. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section135 of the Companies Act 2013 is not applicable on our Company.

18. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistleblowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.

The Whistle Blower Policy is disclosed on the website of the Company atwww.abinfrabuild.com

19. RISK MANAGEMENT

The Board of the Company has evaluated a risk management to monitor the risk managementplan for the company. The Audit Committee has additional oversight in the area offinancial risk and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on continuing basis.

The development and implementation of risk management has been covered in theManagement Discussion and Analysis which forms part of annual report.

20. PARTICULARS OF LOANS GURANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans guarantees or investments covered under the provision of underSection 186 of the Companies Act 2013 are given in the Note to the Financial Statements.

21. AUDITORS STATUTORY AUDITORS

The Shareholders of the Company had appointed Bhuwania & Agrawal AssociatesChartered Accountants Express Zone A-Wing A/403 Pandit Motilal Nehru Marg Malad EastMumbai Maharashtra 400097 as Statutory Auditors of the Company for the period of 5 yearscommencing from the Financial Year 2017-18 to 2021-22 in 8th Annual GeneralMeeting held on 29/09/2017.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Mehul B. Bambhroliya Proprietor of M/s. BMB & Associates Practicing CompanySecretary as Secretarial Auditors of the Company for the year under review. TheSecretarial audit report received from the Secretarial Auditors is annexed to this reportmarked as Annexure-8 and forms part of this report.

INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of section 138 of the Act read with the Companies (Accounts) Rules2014 has appointed Mr. Rahul Drolia Chartered Accountants having office address at 215Neo Corporate Plaza Ramchandra Extn. Lane Malad (W) Mumbai 400 064 as the InternalAuditors of your Company for the year under review. The Internal Auditor conducts theinternal audit of the functions and operations of the Company and reports to the AuditCommittee and Board from time to time.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications reservations or adverseremarks made by Statutory Auditors in the Auditor's report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company under subsection(12) of section 143 of the Companies Act 2013 during the year under review. The notes onaccounts referred to the Auditors' Report are self-explanatory and therefore do not callfor any further explanation.

Secretarial Auditor's Report: There is qualifications reservations or adverse remarksmade by Secretarial Auditors in their Secretarial Audit Report for the Financial Yearended March 312020 that - the company has not appointed a fulltime Company Secretaryalthough it is mandatorily required to appoint pursuant to Section 203 of the CompaniesAct 2013 read with Rule 8A of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Company Reply: The Company is appointed Mr.Anupam Vyas as Company Secretary w.e.f.01/09/2020. However the Company unable to shortlist the suitable candidate for the post ofCompany Secretary in time due to inadvert circumstances and further due to LockdownCovid-19 Global Pandemic. Now the Company finalize the right candidate and appoint thesame and complied with the provision.

22. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2019-20.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place an act "The SexualHarassment of Women at Workplace" (Prevention Prohibition and Redressal) Act 2013has been notified on 9th December 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up a Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organization to maintain the samestandards of the control systems and help them in managing defaults if any on timelybasis because of strong reporting mechanisms followed by the Company.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report is annexed as Annexure-3.

26. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT-9 in compliance with the requirementof Section 92(3) Section 134(3) of the Companies Act 2013 is annexed with the Board'sReport as Annexure-1.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES REFFERRED TO INSUB SECTION 1 OF SECTION 188

Related party transactions entered during the financial year under review are disclosedin the Financial Statements of the Company for the financial year ended March 31 2020 asrequired under Accounting Standard-18. These transactions entered were at an arm's lengthbasis and in the ordinary course of business. There were no materially significant relatedparty transactions with the Company's Promoters Directors Management or their relativeswhich could have had a potential conflict with the interests of the Company. Form AOC-2containing the details of contracts and arrangements with related parties is enclosedherewith as Annexure-2 as per applicable provisions of the Companies Act 2013.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company has no employee who is in receipt of remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum and hence the Company is not required to giveinformation under Sub rule 2 and 3 of Rule 5 of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Further the following details form part of Annexure-5 and Annexure-6 to the BoardReport;

- Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 statement containing the names and other particulars of top tenemployees in terms of Remuneration drawn by them in Annexure-5.

- Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014- Annexure 6.

29. FRAUD REPORTING

There was no fraud disclosed during the current Financial Year.

30. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for Board MembersManagerial Personnel and for Senior Management Employees of the Company. This Code hasbeen posted on the Company's website at www.abinfrabuild.com All the Board Members andSenior Management Personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant toSection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and has been uploaded on the website of the Company.

31. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. However the Company islisted on Emerge SME platform of National Stock Exchange by virtue of Regulation 15 ofSEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 the compliancewith the Corporate Governance provisions as specified in Regulation 17 to 27 and clause(b) to (i) of sub regulation (2) of regulation 46 and para C D and E of Schedule V arenot applicable to the Company. Hence Corporate Governance Report does not form part ofthis Board Report.

32. NON -DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same fromthe Practicing Company Secretary is annexed as Annexure-7.

33. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR) 2015 the Company has maintained the policyof preservation of documents to keep the documents preserve as per Regulation 9(a) &9(b) of SEBI (LODR) 2015 and the same has been uploaded on the website of the Company onwww.abinfrabuild.com

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OFTRIBUNALS

There were no significant and material orders against the company by any regulatingauthority or court or tribunal that could affect the going concern status and Company'soperations in future.

35. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The disclosures required to be made under the provisions of Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption are not applicable to the Company as theCompany being engaged in the service sector of Entertainment Business neither involved inany manufacturing processing and foreign exchange earnings of the Company are Rs. NIL/ -and Outgo are Rs. NIL/-.

36. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the company for the year ended March 312020 the Board ofDirectors hereby confirms that:

- In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

- The Directors had selected such accounting policies have been selected and appliedconsistently and the Directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as onMarch 312020 and of the profits of the company for the year ended on that date;

- The Directors has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

- The Directors has prepared annual accounts of the Company have been prepared on agoing concern basis;

- The Directors have laid down the internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

- The Directors had devised proper systems have been devised to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

37. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Bigshare Services Private Limited

1st Floor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol AndheriEast Mumbai - 400059. Telephone No.: 022-62638200 Fax No.: 91-22-2847 5207

EmailId:marketing@bigshareonline.com/investor@bigshareonline.com.Website: http://www.bigshareonline.com.ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to theClients Customers and Shareholders of the Company for their trust and patronage as wellas to the Bankers Securities and Exchange Board of India National Stock ExchangeGovernment of India and other Regulatory Authorities for their continued co-operationsupport and guidance.

By Order of Board of Directors

For A B INFRABUILD LIMITED

Amit Mishra

Chairman & Managing Director

DIN-03388129

Date: September 052020

Place: Mumbai

.