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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

AB Infrabuild Limited

Your Directors have pleasure in presenting the 11th AnnualReport of your company along with the Audited Financial Statements for the Financial Yearended on 31st March 2021. Further in compliance with the Companies Act 2013 the companyhas made all requisite disclosures in the Board Report with the objective ofaccountability and transparency in its operations and to make you aware about itsperformance and future perspective.

1. FINANCIAL RESULTS:

The Company's performance during the financial year ended March 312021 as compared to the previous financial year is summarized as below:

(Amount in Lakh)

Particulars 2020-21 2019-20
Revenue from Operations 6178.37 6362.46
Other Income 66.90 33.53
Total Revenue 6245.28 6395.99
Less: Finance Cost 352.70 307.01
Less: Depreciation & Amortization 26.01 34.39
Less: Other Expenses 5799.93 5627.90
Profit Before Tax & Exceptional Items 66.65 426.69
Exceptional Items 365.42 69.65
Profit/ (Loss) Before Tax (298.77) 357.04
Current Tax 11.90 105.00
Short/Excess Provision of Taxation 0.87 0.00
Deferred Tax (88.67) (8.08)
Profit/ (Loss) After Tax (222.87) 260.12
Other Comprehensive Income - (8.77)
Net Profit/ (Loss) (222.87) 251.35

2. PERFORMANCE REVIEW:

During the year under review the revenue from operations were Rs.6178.37 Lakhs as against Rs. 6362.46 Lakhs in the previous year. The Company reported lossbefore tax of Rs. 298.77 Lakhs as against profit of Rs. 357.04 Lakhs in the previousfinancial year and net loss for the year was Rs. 222.87 Lakhs as against profit of Rs.260.12 Lakhs in previous financial year.

• Current Financial has impacted company's operations majorly dueto labour shortage and delay in Debtors Collections coupled with non-availability ofworking capital funding had resulted in significant de-growth in Sales lower Salesmargins depleted increase in raw materials cost and administrative expenses has impactedthe profit margin before exceptional items resulting in declining of returns on net worth.

3. IMPACT OF COVID-19 PANDEMIC:

The Government of India announced a nationwide lockdown of 21 days witheffect from March 25 2020 which got extended from time to time in order to combat thespread of the COVID-19 virus. In compliance with various directives issued by the State /Central authorities your Company suspended the operations at the project sites and shutthe offices with a view to safeguard the risks to the health of the employees and workersof the Company. The site operations were resumed gradually from the end of third week ofApril 2020 at a number of projects upon revocation of the restrictions imposed by theState / Central Governments.

There is also a major labour shortage at the work sites due to themovement of migrant labour and the Company is working to mitigate its impact. The businessof the Company is significantly impacted due to the lockdown which affected the Companysales revenue profitability working capital cash flows and other business activitiesof the Company.

However due to fear of the pandemic there was a major exodus ofworkmen from the project sites in May 2020 once the travel restrictions were relaxedthough we continued to provide accommodation food and healthcare at our camps. We had todeploy special transport vehicles to bring back the workmen subsequently during themonsoon season. The skill level of workmen so mobilized was relatively lower leading toconcerns of lesser work productivity. Normalcy could be restored on the workmen front onlyby the end of September 2020.

Subsequently the prices of primary materials such as ReinforcementSteel Cement Aggregates Sand Structural Steel Prestressing Strands Plywood andDiesel increased substantially due to the demand-supply gap. The increase in materialcost was not fully compensated through the price adjustment mechanism in respectivecontracts including on account of the lag effect in indices.

Some of the residential projects in private sector remained suspendeddue to cash flow constraints of the developers concerned.

The management is of the view that future prospects and growth of yourCompany will depend on the overall economic scenario. However all necessary activitieshave been initiated which would give us the lead in future.

4. DIVIDEND:

With a view to provide cushion for any financial contingencies in thefuture and to strengthen the financial position of the Company your Directors havedecided not to recommend any dividend for the period under review.

5. RESERVES:

In the financial year 2020-21 the reserves maintained with the Companyis Rs. 1417.53 Lakhs while in the year 2019-20 reserves was Rs. 1641.19 Lakhs.

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

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

7. DEPOSITS:

The Company has neither accepted nor renewed any deposits fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to time during the year underreview and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts)Rules 2014 relating to deposits covered under Chapter V of the Act is not required to begiven.'

8. CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the Company duringthe financial year under review

9. SHARE CAPITAL:

The Capital Structure of the Company as on 31st March 2021 are asfollows: -

The Authorized Share Capital of the Company is Rs. 150000000 (RupeesFifteen Crore) divided into 15000000 (One Crore Fifty Lakh) Equity Shares of 10/- each.

The Issued subscribed and Paid up Share Capital of the Company is Rs.126694470 (Rupees Twelve Crore Sixty-Six Lakh Ninety Four Thousand Four HundredSeventy) divided into 12669447 (One Crore Twenty-Six Lakh Sixty-Nine Thousand FourHundred Forty Seven) Equity Shares of Rs. 10/- each.

During the year under review the Company has not issued any shares. TheCompany has not issued any shares with differential voting rights or sweat equity orgranted stock options.

10. MATERIAL CHANGES DURING THE YEAR:

There are no material changes and commitments affecting the financialposition of your Company which has occurred between end of financial year of the Companyi.e. March 31st 2021.

11. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATES COMPANIES:

As on 31st March 2021 the Company does not have any subsidiary orjoint venture and associate 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 theCompany as on 31st March 2021 were as follow:

Sr. No. 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 Vanita Bhuva Independent Director - 07/06/2018 -
7 Khushbu Luthra Company Secretary - 15/02/2021 -
8 Suman Lahoti Company Secretary - 16/09/2020 08/02/2021
9 Yogini Gosavi Chief Financial Officer - 01/03/2019 01/03/2021

Note: Mr. Kantimohan Mishra appointed as Chief Financial Officer w.e.f.02/04/2021. Directors Retiring by Rotation:

Pursuant to Section 152 of the Companies Act 2013 and in accordancewith the Article of Association of the Company Mr. Mukesh Pandey Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment. The Board of Directors recommends his re-appointment(s).

Declaration by Independent Directors:

Pursuant to the provisions of sub-section (7) of Section 149 of theCompanies Act 2013 the Company has received individual declarations from all theIndependent Directors confirming that they fulfill the criteria of independence asspecified in Section 149(6) of the Companies Act 2013.

In view of the available time limit those Independent Directors whoare required to undertake the online proficiency self assessment test as contemplatedunder Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014are yet to undertake such test. The Company has received declarations from all IndependentDirectors of the Company confirming that they continue to meet the criteria ofindependence as prescribed under Section 149 of the Companies Act 2013.

14. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 12 times during the financial year endedMarch 31 2021 on 19th May 202012th June 2020 30th July2020 31st August 2020 05th September 202016thSeptember 2020 13th November 2020 11th January 2021 1stFebruary 2021 15th February 2021 26th February 2021 and 19thMarch 2021 in accordance with the provisions of the Companies Act 2013 and rules madethere under. The intervening gap between two board meetings was within the periodprescribed under the Companies Act 2013 and as per Secretarial Standard-

1. The prescribed quorum was presented for all the Meetings andDirectors of the Company actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time.

Attendance of Directors in the Board Meeting:

Sr. No. Name of Directors No. of Board Meetings
Entitle to attend Attended
1 Amit Mishra 12 12
2 Bharatkumar Parmar 12 12
3 Shreeprakash Singh 12 12
4 Mukesh Pandey 12 12
5 Udayan Chindarkar 12 07
6 Vanita Bhuva 12 08

Number of Committees Meeting

The Audit Committee met 5 times during the Financial Year ended March31 2021. The Stakeholders Relationship Committee met 1 times during the Financial Yearended March 31 2021. The Nomination and Remuneration Committee met 3 times during theFinancial Year ended March 31 2021. Members of the Committees discussed the matter placedand contributed their valuable inputs on the matters brought before the meetings.

15. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee which has been established asa part of the better corporate governance practices and is in compliance with therequirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

During the year under review meeting of Audit Committee were held on19th May 2020 30th July 2020 05th September 2020 16thSeptember 2020 13th November 2020 and 15th February 2021 and theattendance records of the members of the Committee are as follows:

Sr. No. Name Designation No. of Meetings
Held Attended
1 Vanita Bhuva Chairperson & Member 5 5
2 Udayan Chindarkar Member 5 5
3 Amit Mishra Member 5 5

All the recommendation made by the Audit Committee in the financialyear 2020-21 was approved by the Board.

II. Composition of Nomination &Remuneration Committee:

During the year under review meeting of Nomination & RemunerationCommittee was held on 05th September 2020 16th September 2020 and15th February 2021 and the attendance records of the members of the Committeeare as follows:

Sr. No. Name Designation No. of Meetings
Held Attended
1 Vanita Bhuva Chairperson & Member 3 3
2 Udayan Chindarkar Member 3 3
3 Amit Mishra Member 3 3

III. Composition of Stakeholder Relationship Committee

During the year under review meeting of Stakeholder RelationshipCommittee was held on 19th March 2021 and the attendance records of the membersof the Committee are as follows:

Sr. No. Name Designation No. of Meetings
Held Attended
1 Vanita Bhuva Chairperson & Member 1 1
2 Udayan Chindarkar Member 1 1
3 Amit Mishra Member 1 1

16. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and Rules madethereunder the Board has carried the evaluation of its own performance performance ofIndividual Directors Board Committees including the Chairman of the Board on the basisof attendance 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 theprovisions of the Section 135 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 BlowerPolicy where Directors and employees can voice their genuine concerns or grievances aboutany unethical or unacceptable business practice. A whistle-blowing mechanism not onlyhelps the Company in detection of fraud but is also used as a corporate governance toolleading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approachthe Compliance Officer or the Chairman of the Audit Committee where necessary. TheCompany ensures that genuine Whistle Blowers are accorded complete protection from anykind of unfair treatment or 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 therisk management plan for the company. The Audit Committee has additional oversight in thearea of financial risk and controls. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on continuing basis.

The development and implementation of risk management has been coveredin the Management 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 theprovision of under Section 186 of the Companies Act 2013 are given in the Note to theFinancial Statements.

21. AUDITORS:

STATUTORY AUDITORS

The Shareholders of the Company had appointed Bhuwania & AgrawalAssociates Chartered Accountants Express Zone A-Wing A/403 Pandit Motilal Nehru MargMalad East Mumbai Maharashtra 400097 as Statutory Auditors of the Company for the periodof 5 years commencing from the Financial Year 2017-18 to 2021-22 in 8th AnnualGeneral Meeting held on 29th September 2017.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mr. Mehul B. Bambhroliya Proprietor of M/s. BMB & AssociatesPracticing Company Secretary as Secretarial Auditors of the Company for the year underreview. The Secretarial audit report received from the Secretarial Auditors is annexed tothis report marked as Annexure-7 and forms part of this report.

INTERNAL AUDITORS

The Board of Directors based on the recommendation of the AuditCommittee and pursuant to the provisions of section 138 of the Act read with the Companies(Accounts) Rules 2014 has appointed Mr. Rahul Drolia Chartered Accountants having officeaddress at 215 Neo Corporate Plaza Ramchandra Extn. Lane Malad (W) Mumbai 400 064 asthe Internal Auditors of your Company for the year under review. The Internal Auditorconducts the internal audit of the functions and operations of the Company and reports tothe Audit Committee and Board from time to time.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications reservationsor adverse remarks made by Statutory Auditors in the Auditor's report. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Companyunder subsection (12) of section 143 of the Companies Act 2013 during the year underreview. The notes on accounts referred to the Auditors' Report are self-explanatory andtherefore do not call for any further explanation.

Secretarial Auditor's Report: There is qualifications reservations oradverse remarks made by Secretarial Auditors in their Secretarial Audit Report for theFinancial Year ended March 31 2021 that - the company has not appointed a fulltimeCompany Secretary although it is mandatorily required to appoint pursuant to Section 203of the Companies Act 2013 read with Rule 8A of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Company Reply: The Company is appointed Mrs. Khushbu Luthra as CompanySecretary w.e.f. 15/02/2021. However the Company unable to shortlist the suitablecandidate for the post of Company Secretary in time due to inadvert circumstances andfurther due to Lockdown Covid-19 Global Pandemic. Now the Company finalize the rightcandidate and appoint the same and complied with the provision.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standardsin the Financial Year 2020-21.

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

In order to prevent sexual harassment of women at work place an act"The Sexual Harassment of Women at Workplace" (Prevention Prohibition andRedressal) Act 2013 has been notified on 9 th December 2013. Under the saidAct every company is required to set up an Internal Complaints Committee to look intocomplaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassmentof Women at workplace and has set up a Committee for implementation of said policy. Duringthe year Company 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 has a continuous monitoring mechanism which enables the organization tomaintain the same standards of the control systems and help them in managing defaults ifany on timely basis because of strong reporting mechanisms followed by the Company.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separatelyfurnished in the Annual Report and forms a part of the Annual Report is annexed asAnnexure-3.

26. EXTRACT OF THE ANNUAL RETURN:

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

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIESREFFERRED TO IN SUB SECTION 1 OF SECTION 188

Related party transactions entered during the financial year underreview are disclosed in the Financial Statements of the Company for the financial yearended March 31 2021 as required under Accounting Standard-18. These transactions enteredwere at an arm's length basis and in the ordinary course of business. There were nomaterially significant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Form AOC-2 containing the details of contracts and arrangementswith related parties is enclosed herewith as Annexure-2 as per applicable provisions ofthe Companies Act 2013.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee who is in receipt of remuneration of Rs.850000/ - per month or Rs. 10200000/- per annum and hence the Company is not requiredto give information 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-4 and Annexure-5to the Board Report;

- Pursuant to Rule 5(2)of Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 statement containing the names and other particulars oftop ten employees in terms of Remuneration drawn by them in Annexure-4.

- Disclosure under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014- Annexure 5.

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 BoardMembers Managerial Personnel and for Senior Management Employees of the Company. ThisCode has been posted on the Company's website at www.abinfrabuild.com All the BoardMembers and Senior Management Personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for IndependentDirectors pursuant to Section 149(8) and Schedule IV to the Companies Act 2013 via termsand conditions for appointment of Independent Directors which is a guide to professionalconduct for Independent 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 andethical governance practices and is committed to transparency in all its dealings. Howeverthe Company is listed on Emerge SME platform of National Stock Exchange by virtue ofRegulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation2015 the compliance with the Corporate Governance provisions as specified in Regulation17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C D and Eof Schedule V are not applicable to the Company. Hence Corporate Governance Report doesnot form part of this Board Report.

32. NON -DISQUALIFICATION OF DIRECTORS:

All the directors of the Company are non-disqualified and certificatefor the same from the Practicing Company Secretary is annexed as Annexure-6.

33. POLICY FOR PRESERVATION OF DOCUMENTS:

Pursuant to the Regulation 9 of SEBI (LODR) 2015 the Company hasmaintained the policy of preservation of documents to keep the documents preserve as perRegulation 9(a) & 9(b) of SEBI (LODR) 2015 and the same has been uploaded on thewebsite of the Company on www.abinfrabuild.com

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURT OF TRIBUNALS:

There were no significant and material orders against the company byany regulating authority or court or tribunal that could affect the going concern statusand Company's operations in future.

35. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures required to be made under the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in respect of conservation of energy technology absorption are not applicable to theCompany as the Company being engaged in the construction sector of Business neitherinvolved in any manufacturing processing and foreign exchange earnings of the Company areRs. NIL/ - and Outgo are Rs. NIL/-.

36. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the company for the year ended March 31 2021 theBoard of Directors hereby confirms that:

- In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

- The Directors had selected such accounting policies have beenselected and applied consistently and the Directors made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as on March 312021 and of the profits of the company for the year ended on thatdate;

- The Directors has taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

- The Directors has prepared annual accounts of the Company have beenprepared on a going concern basis;

- The Directors have laid down the internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

- The Directors had devised proper systems have been devised to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

37. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

Bigshare Services Private Limited

1st Floor Bharat Tin Works Building

Opp. Vasant Oasis Makwana Road

Marol Andheri East 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 sinceregratitude to the Clients Customers and Shareholders of the Company for their trust andpatronage as well as to the Bankers Securities and Exchange Board of India NationalStock Exchange Government of India and other Regulatory Authorities for their continuedco-operation support and guidance.

.