a b infrabuild ltd Directors report

In the early 2023 the world faced the impact of 3rd Wave of Covid, however there was no lockdown in the country, which ensured the smooth working of the industries, supply chains were not disrupted, factory employees were able to go to work etc.

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

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

In the financial year 2022 -23, the reserves maintained with the Company is ? 2265.16 Lakhs while in the year 2021-22, reserves was ? 1511.84 Lakhs.

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

There have been material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report as mentioned below:

A. Company convened Extra-Ordinary General Meeting on May 04, 2023 to pass resolution asmentioned below:

I. For increasing the Authorised Share Capital of the Company from Rs.15,00,00,000

(Rupees Fifteen Crore Only) divided into 1,50,00,000 Equity Shares of Rs.10 (Rupees Ten Only) each to Rs.50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each.

ii. For issue of Equity Shares up to 86,68,000 having face value of Rs. 10 (Rupees Ten) and at an issue price of Rs. 10.80/-(Rupees Ten & Eighty Paisa Only) total aggregating to Rs. 9,36,14,400 [Nine Crore Thirty Six Lakhs Fourteen Thousand & Four Hundred Only) on preferential basis pursuant to sections 23, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR) Regulations and the SEBI (LODR) Regulations as amended from time to time.

iii. For issue of 2,63,68,000 fully convertible warrants ("Warrants/ Convertible Warrants") into Equity Shares, In accordance with Sections 23,42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR)Regulations and the SEBI (LODR) Regulations as amended from time to time.

B. Company has passed special resolution through Postal Ballot Notice for the purpose of Migration Of Listing / Trading of Equity Shares Of The Company From NSE Emerge/ SME Exchange Platform Of National Stock Exchange Of India Limited (NSE) To Main Board of National Stock Exchange of India Limited as well as on Main Board Of BSE Ltd. The Resolution(s) set out in the Notice was declared passed with the requisite majority by the shareholders of the Company on Sunday, May 14, 2023.

The Company has neither accepted nor renewed any deposits falling within 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 under review 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 be given.

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

The Capital Structure of the Company as on March 31st, 2023 are as follows: -

The Authorized Share Capital of the Company is ? 15,00,00,000 (Rupees Fifteen Crore)

divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of 10/- each.

The Issued, sub scribed and Paid up Share Capital of the Company is ? 12,66,94,470 (Rupees Twelve Crore Sixty -Six Lakh Ninety Four Thousand Four Hundred Seventy) divided into 1,26,69,447 (One Crore Twenty -Six Lakh Sixty -Nine Thousand Four Hundred Forty Seven) Equity Shares of ? 10/- each.

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

As on 31st March 2023, the Company does not have any subsidiary or joint venture and associate company.

The Companys shares are listed on NSE emerge SME platform with ISIN INE00YB01017& Symbol ABINFRA.

The Composition of the Board and Key Managerial Persons (KMP) of the Company as on March 31st, 2023 were as follow:

Mr. Shreeprakash Singhs designation has been changed from Whole time Director to Director (NonExecutive) with effect from April 13, 2023.

Further, Company has appointed Ms. Archana Rakesh Pandey as Independent Director of the Company with effect from May 26, 2023 subject to approval of shareholders at the ensuing Annual General Meeting.

Directors Retiring by Rotation:

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Shreeprakash Singh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re - appointment. 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 the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as s pecified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Act.

Independent Directors who are required to undertake the online proficiency self assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have cleared such test. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 10 times during the financial year ended March 31, 2023 on May 30, 2022, June 25, 2022, September 03, 2022, October 27, 2022, November 10, 2022, November 24, 2021, December 19, 2022, January 20, 2023 February 22, 2023 and in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Attendance of Directors in the Board Meeting:

Number of Committees Meeting

The Audit Committee met 6 times during the Financial Year ended March 31, 2023. The Stakeholders Relationship Committee met 1 times during the Financial Year ended March 31, 2023. The Nomination and Remuneration Committee met 3 times during the Financial Year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

14. COMMITTEES OF THE BOARD:

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

I. Audit Committee:

During the year under review, meeting of Audit Committee were held on May 30, 2022, September 03, 2022, November 10, 2022, January 20,2023, February 22, 2023 and March 27, 2023 and the attendance records of the members of the Committee are as follows :

All the recommendation made by the Audit Committee in the financial year 2022-23 was approved by the Board.

II. Composition of Nomination & Remuneration Committee:

During the year under review, meeting of Nomination & Remuneration Committee was held on May 30, 2022, September 03, 2022 and March 27, 2023 and the attendance records of the members of the Committee are as follows:

III. Composition of Stakeholder Relationship Committee

During the year under review, meeting of Stakeholder Relationship Committee was held on March 27, 2023 and the attendance records of the members of the Committee are as follows:

15. PERFORMANCE EVALUATION OF THE BOARD:

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

16. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, provisions of Corporate Social Responsibility as mentioned under section 135 of the Companies Act, 2013 is not applicable to the Company.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

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

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

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

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

This clause is not applicable to the Company

During the year under review no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

STATUTORY AUDITORS

The Shareholders of the Company re-appointed M/s Bhuwania & Agrawal Associates, Chartered Accountants, as Statutory Auditors of the Company for a further period of 5 years commencing from the Financial Year 2022-23 to 2026-27 in 12th Annual General Meeting of the Company held on September 29, 2022.

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 Directors has appointed Mr. Mehul B. Bambhroliya, Proprietor of M/s- BMB & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure-7 and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed. Mr. Kantimohan Mishra having office address at 215, Neo Corporate Plaza, Ramchandra Extn. Lane, Malad (W), Mumbai 400 064 was appointed as the Internal Auditors of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditors Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors report. The Statutory Au ditors have not 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 on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditors Report: There is qualifications, reservations or adverse remarks made by Secretarial Auditors in their Secretarial Audit Report for the Financial Year ended March 31, 2023.

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2022-23.

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

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

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

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

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

Related party transactions entered during the financial year under review are disclosed in the Financial Statements of the Company for the financial year ended March 31, 2023 as required under Accounting Standard-18. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the details of contracts and arrangements with related parties is enclosed herewith as Annexure-2 as per applicable provisions of the Companies Act, 2013.

The Company has no Holding and Subsidiary Company hence, this clause is not applicable to the Company.

The Company has no employee, who is in receipt of remuneration of ? 8,50,000/- per month or ? 1,02,00,000/- per annum and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the following details form part of Annexure-4 and Annexure-5 to the Board Report;

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

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

There was no fraud disclosed during the current Financial Year.

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

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

33. CORPORATE GOVERNANCE:

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However the Company is listed on Emerge SME platform of National Stock Exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, the compliance with 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 are not applicable to the Company. Hence Corporate Governance Report does not form part of this Board Report.

34. NON -DISQUALIFICATION OF DIRECTORS:

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

35. POLICY FOR PRESERVATION OF DOCUMENTS:

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of 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 on www.abinfrabuild.com

36. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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

37. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

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

- The Directors had selected such accounting policies have been selected and applied consistently and the Directors 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 as on March 31, 2023 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 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;

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

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

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

38. CORPORATE INSOLVENCY REOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANRUPTCY CODE, 2016 (IBC)

During the year under review no Corporate Insolvency Resolution Process was initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

39. COST RECORDS

Cost Record as required to be maintained by the Company pursuant to an order of the Central Government has been duly maintained by the Company

40. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

Bigshare Services Private Limited

E-3 Ansa Industrial Estate Saki Vihar Road Sakinaka Mumbai 400072.

TelephoneNo.:022-62638200,FaxNo.:+91-2262638299 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 the Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange,

Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.