A B INFRABUILD LIMITED — AGM Information 2020

Sep 5, 2020

A B INFRABUILD LIMITED

(Formerly Known as A B INFRABUILD PVT. LTD.)

Registered Office: 104, 1st Floor, Shubhangan CHS. Ltd., Jawahar Nagar, Near Railway Crossing, Goregaon (W), Mumbai - 400 104. • Tel.: 2871 2114 CIN: U45202MH2011PLC214834 · website: www.abinfrabuild.com

ISO CERTIFIED: OHSAS - 18001: 2007, ISO 14001:2015, ISO 9001:2015

To, The Manager Listing Department National Stock Exchange of India Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai -400051.

Ref.: Symbol-ABINFRA / ISIN-INE00YB01017 Sub. : Disclosure under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Dear Sir/Madam,

This is to inform you that an Annual General Meeting ("AGM") of Members of the Company A B INFRABUILD LIMITED will be held on Wednesday, 30th September, 2020 at 03:00 P.M. through Video Conferencing ("VC")/ Other Audio-Visual Means ("OAVM") to transact the business set out in the AGM Notice dated 05th September, 2020. The copy of an AGM notice is attached.

Kindly take the same on your records and acknowledges the receipt.

For and Behalf of A B Infrabuild Limite Mr. Amit Mishra Managing Directo Date: 05/09/2020

Place: Mumbai

NOTICE OF 10TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 10TH ANNUAL GENERAL MEETING OF THE MEMBERS OF A B INFRABUILD LIMITED WILL BE HELD ON WEDNESDAY THE 30TH SEPTEMBER, 2020 AT 3.00 P.M. THROUGH VIDEO CONFERENCE (VC)/ OTHER AUDIO VISUAL MEANS (OAVM), TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2020 together with Reports of Board of Directors and Auditors thereon:

"RESOLVED THAT the audited financial statements of the Company for the financial year ended 31st March, 2020 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted."

To appoint Mr. Bharat Kumar Parmar (DIN-07645422), who retire by rotation and being eligible, offer himself for $2.$ re-appointment as a Director:

"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Bharat Kumar Parmar (DIN-07645422), who retires by rotation at this meeting and being eligible, has offered himself for reappointment and be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

1. To ratify the Appointment of Statutory Auditors:

"RESOLVED THAT in terms of the provisions of Sections 139, 141 & 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, the Company hereby ratifies the Appointment of M/s. Bhuwania & Agrawal Associates, Chartered Accountants (Firm's Registration Number: 101483W), as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company (appointed for a period of five consecutive years in AGM held on 29th September, 2017 commencing from the F.Y. 2017-18 till the ensuing AGM for the F.Y. ended 31st March, 2022) at such remuneration as may be fixed by the Board of Director of the Company."

SPECIAL BUSINESS

1. To approve contact/arrangement for material Related Party Transactions with various related parties.

To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 188 and other applicable provisions, if any, of the Companies Act, 2013 (as amended or re-enacted from time to time) and the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 (including any statutory modification(s) or enactment therefore for the time being in force) and also pursuant to the consent of the member of the Company be and is hereby accorded to the Material Related Party Transactions with all the related parties as mentioned in the explanatory statement as entered by the Company for the financial year 2020-21 of a value of Rs.100 crores.

1. To authorize the Board of Directors to sell, lease or otherwise dispose of, to mortgage/create charges on the properties of the Company.

To consider and if thought fit, to pass with or without modification, the following resolutions as Special Resolution:

"RESOLVED THAT in super session to all other resolution passed earlier by the Shareholders in its extra ordinary general meeting in terms of Section $180(1)(a)$ and all other applicable provisions, if any, of the Companies Act, 2013, read with the relevant Rules thereof (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) consent of the members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as "the Board") to sell, lease, mortgage or otherwise dispose of or to create charge, mortgage and/or hypothecate the whole or substantially the whole of the undertaking(s) of the Company, where undertaking (both present and future) shall have the meaning as stated in explanation to Clause (a) of Sub-Section (1) of Section 180 of the Companies Act, 2013, at such time and on such terms and conditions as the Board may deem fit, in the best interest of the affairs of the Company, provided that the total amount for which such sell, lease, charge, mortgage and/or hypothecations are being made, created to secure the borrowings shall not at any time exceed Rs.100 Crores;

RESOLVED FURTHER THAT in connection with afore-stated Resolution, the Board shall have the power to mortgage or otherwise offer as collateral, substantial property, assets and/or undertakings of the Company in certain events, to banks/financial institutions, other lending agencies, and/or trustees for the holders of debentures/bonds/other instruments, to secure any rupee loans, foreign currency loans and/or the issue of debentures whether partly or fully convertible or non-convertible and/or securities linked to equity shares and/or rupee / foreign currency convertible bonds and/or bonds with share warrants attached thereto;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things and to give such directions as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding."

1. Approval of loans, investments, guarantee or security under section 185 of Companies act, 2013.

To consider and if thought fit, to pass with or without modification, the following resolutions as Special Resolution:

"RESOLVED THAT pursuant to Section 185 and all other applicable provisions, if any, of the Companies Act, 2013, read with the relevant Rules thereof (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board") for making of loan(s) including loan represented by way of Book Debt (the "Loan") to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/ to be taken by any person in whom any of the directors of the Company is interested as defined under Section 185 of the Act provided that the aggregate amount of loan and guarantee given and security provided pursuant to this resolution shall not at any time exceed Rs.100 Crores;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things and to give such directions as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding."

By Order of Board of Directors For A B INFRABUILD LIMITED

Amit Mishra Chairman & Managing Director DIN-03388129

Date: September 05, 2020 Place: Mumbai

NOTES:

• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and the Annual General Meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing 10th AGM of the Company through VC/OAVM.
• Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies $2.$ (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020. The Company is providing facility of remote evoting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote evoting as well as venue voting system on the date of the AGM will be provided by NSDL.
• Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility 3. to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
• The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the 4. commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 250 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of 5. reckoning the quorum under Section 103 of the Companies Act, 2013.
• In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling 6. the AGM has been uploaded on the website of the Company at www.abinfrabuild.com. The Notice can also be accessed from the websites of National Stock Exchange of India Limited at www.nseindia.com and on NSE Emerge platform at https://www1.nseindia.com/emerge/index\_sme.htm. The AGM Notice is also disseminated on the website of NSDL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
• The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies 7. Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
• 1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 setting out facts concerning the business under Item No. $4, 5 & 6$ of the Notice is annexed hereto.
• Members are requested to intimate the Registrar and Share Transfer Agent of the Company Bigshare Services 9. Private Limited, 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai, 400059., immediately of any change in their address in respect of equity shares held in physical mode and to their Depository Participants (DPs) in respect of equity shares held in dematerialized form.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

• 1. Members holding share certificates under different folio numbers but in the same order of name are requested to apply for consolidation of such folios and send relevant share certificates to the Registrars and Share Transfer Agent of the Company.
• 1. Section 20 of the Companies Act, 2013 permits service of documents on members by a company through electronic mode. Accordingly, as a part of the Green Initiative, electronic copy of the Annual Report for F.Y. 2019-20 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a physical copy of the same. Members who have not registered their e-mail addresses so far or who would like to update their e-mail addresses already registered, are requested to register/update their e-mail addresses with Bigshare Services Private Limited at info@bigshareonline.com. Members may also note that the Annual Report for F.Y. 2019-20 will also be available on the Company's website www.abinfrabuild.com.
• 1. The members who have cast their vote by e-voting may also attend the Meeting but shall not be entitled to cast their vote again.
• 1. Corporate members intending to send their authorized representative(s) to attend the meeting pursuant to the provisions of Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified true copy of the relevant Board Resolution together with specimen signatures of the authorized representative(s) to attend and vote on their behalf at the meeting 48 hours before the date of AGM.
• 1. To support the 'Green Initiative' Members who have not registered their e-mail addresses are requested to register the same with DPs. The registered e-mail address will be used for sending future communications.
• 1. In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS2) issued by the Institute of Companies Secretaries of India, Members have been provided with the facility to cast their vote electronically through the e-voting services provided by System Support Services, on all resolutions set forth in this Notice.
• 1. Notice of the 10th Annual General Meeting of the Company, inter alia, indicating the process and manner of evoting is being sent to all the members whose e-mail IDs are registered with the Company/ Depository Participants(s) for communication purposes through electronic mode. The Notice of the 10th Annual General Meeting of the Company, inter alia, indicating the process and manner of e-voting is being sent through the permitted mode.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday 24th September, 2020 to Wednesday 30th September, 2020 (both days inclusive) in connection with the Annual General Meeting.
• 1. The Company has fixed 23rd September, 2020 as the cutoff date/entitlement date for identifying the Shareholders for determining the eligibility to vote in the Meeting.
• 1. Any member requiring further information on the Annual Report at the meeting is requested to send the queries in writing to the Company Secretary by 25th September, 2020 at cs@abinfrabuild.com.
• 1. All documents referred to in this meeting, notice and the accompanying statements are open for inspection at the registered office of the company on all working days (except Saturdays and holidays) between 10.30 A.M. to 12.30 P.M. up to the date of Annual General Meeting.
• 1. Pursuant to the requirement of the SEBI (Listing Regulations and Disclosure Requirements), 2015 the Company declares that its equity shares are listed on the Stock Exchange at NSE-SME Platform.
• 1. Mr. Mehul B. Bambhroliya, M/s. BMB & Associates, Company Secretary in Practise, ACS-28191, C.P. No.10198 has been appointed as a Scrutinizer to scrutinize the voting at the Meeting.

1. The details of director's appointment or re-appointment as required under pursuant to the provisions of Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard on General Meetings ("SS-2") issued by Institute of Company Secretaries of India is as below, as on 31/03/2020:

Name of Director	BHARAT KUMAR PARMAR
DIN	07645422
Date of Birth	01/06/1979
Date of Appointment	28/10/2016
Qualification	Secondary education
Expertise in Specific functional Area	He has overall 17 years' experience in field of
	day to day business operation of construction &
	infrastructure projects.
List of Other Companies in Directorship is held	NIL
Chairman/Member of Committee of other Company	NIL
No. of shares held	300
Disclosure of relationship between Director inter se	NIL
Remuneration p.a.	$Rs. 12,00,000/-$

1. Voting Through Electronic Means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).

The Company has approached NSDL for providing e-voting services through our e-voting platform. In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in e-voting on resolution placed by the Company on e-Voting system.

The Notice of the Annual General Meeting (AGM) of the Company inter alia indicating the process and manner of e-Voting process can be downloaded from the link https://www.evoting.nsdl.com or https://www.abinfrabuild.com.

The e-voting period commences on Saturday, September 26, 2020 at 9:00 a.m. (IST) and will end at 5:00 p.m. (IST) on Tuesday, September 29, 2020. During this period shareholders' of the Company, may cast their vote electronically. The e-voting module shall also be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Wednesday, September 23, 2020. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Wednesday, September 23, 2020, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or cs@abinfrabuild.com.

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step-1 : Log-in to NSDL e-Voting system:

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.

1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client ID
account with NSDL.	For example if your DP ID is IN300*** and Client ID is 12******
	then your user ID is IN30012***.
b) For Members who hold shares in demat	16 Digit Beneficiary ID
account with CDSL.	For example if your Beneficiary ID is 12************** then your
	user ID is 12**************
c) For Members holding shares in Physical	EVEN Number followed by Folio Number registered with the
Form.	company
	For example if folio number is 001*** and EVEN is 101456
	then user ID is 101456001***

4. Your User ID details are given below :

• 1. Your password details are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • How to retrieve your 'initial password'? $\mathcal{C}$ )
    • $(i)$ If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • If your email ID is not registered, your 'initial password' is communicated to you on your $(ii)$ postal address.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL a) or CDSL) option available on www.evoting.nsdl.com.
  • Physical User Reset Password?" (If you are holding shares in physical mode) option available on $b)$ www.evoting.nsdl.com.
  • If you are still unable to get the password by aforesaid two options, you can send a request at $\mathcal{C}$ evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box
• 8. Now, you will have to click on "Login" button
• 9. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step-2 is given below:

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 6. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• $\mathbf{1}$ Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs.mehul@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

By Order of Board of Directors For A B INFRABUILD LIMITED

Amit Mishra Chairman & Managing Director DIN-03388129 Date: September 05, 2020 Place: Mumbai

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.4 - To approve contact/arrangement for material Related Party Transactions with various related parties.

Section 188 of the Companies Act, 2013 read with rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended; prescribe certain procedure for approval of related party transactions. The Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also prescribed seeking of shareholder's approval for material related party transactions.

Provision to Section 188 provides that nothing contained in sub-section 188 applies where transactions are entered into by the Company in the ordinary course of business other than transactions which are not on an arm's length basis.

All the proposed transactions put up for approval are in ordinary course of business and at arm's length. Pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the following contracts /arrangements/ transactions are material in nature and require approval of unrelated shareholders of the Company by an Ordinary Resolution:

Sr.No.	Name ofRelatedParty		Relationship		Transactionsannum	(Rs.	perin	Maximum Value of Nature and Material Terms/Particulars of thecontract or arrangement
					Crore)
1	Adhvan	Infra	Relative	is	20.00			Sub-contracts charges given
	LLP		Partner	in	20.00			Mobilization/Securityretentionadvance/
			the LLP					Deposits
					10.00			Re-imbursement of expense
2	Sewree	Engg.	Common		20.00			Sub-contracts charges given
	Company		Director		20.00			Mobilization/Securityretentionadvance/
	Private Limited							Deposits
						10.00		Re-imbursement of expense

As per Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all material related party transactions shall require approval of the shareholders through ordinary resolution and the related parties shall abstain from voting on such resolution whether the entity is a related party to the particular transaction or not. Further as per Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014, where any Director is interested in any contract or arrangement with a related party, such Director shall not be present at the meeting during discussion on the subject matter of the resolution relating to such contract or arrangement. Accordingly, all related parties of the Company shall not participate or vote on this resolution.

The Audit Committee and Board of Directors have reviewed the said transaction and recommend this resolution set out in Item No. 04 of this notice for approval of the members by ordinary resolution. Mr. Amit Mishra, Mr. Mukesh Pandey and Mr. Shreeprakash Singh is interested in the said resolution.

None of the other Directors and Key Managerial Personnel of the Company and their relatives, except Mr. Amit Mishra, Mr. Mukesh Pandey, Mr. Shreeprakash Singh and related parties connected to them, are concerned or interested.

Item No.5 - To authorize the Board of Directors to sell, lease or otherwise dispose of, to mortgage/create charges on the properties of the Company.

Pursuant to the provisions of section $180(1)(A)$ , the Board of Directors of the Company to create mortgage, hypothecation, pledge and/or charge the movable and/or immovable properties and/or the whole or any part of the undertaking(s) of your Company to secure its borrowings of the Company apart from temporary loans obtained from the company's bankers in the ordinary course of business. The Company is on stage of expansion. The company is in need of more funds for progress. In view it is required to increase the limit upto Rs.100 Crores.

The Directors are satisfied that this resolution would be in the interest of the Company and its members and accordingly recommend to pass the resolution as special resolution.

Directors their relatives and Key Managerial Personnel and who are members of the Company, may be deemed to be concerned or interested in this Resolution to the extent of their respective shareholding in the Company to the same extent as that of every other member of the Company.

Item No.6 - Approval of loans, investments, guarantee or security under section 185 of Companies act, 2013

As per the provisions of the Section 185 of the Companies Act, 2013 (as amended), approval of the shareholders by way of special resolution is required by the Company for giving loan to any person as specified therein or giving guarantee or providing securities to any bank or financial institution in respect of loan availed by to any person in whom any of the directors of the Company is interested as defined under Section 185 of the Act.

The Company may has to give loan to any person as specified therein or giving guarantee or providing securities to any bank or financial institution in respect of loan availed by to any person as aforesaid.

Where such giving loan to any person as specified therein or giving guarantee or providing securities to any bank or financial institution in respect of loan availed by to any person as specified therein, under Section 185 of the Companies Act, 2013 prior approval by means of a special resolution passed at a general meeting is necessary.

The Directors are satisfied that this resolution would be in the interest of the Company and its members and accordingly recommend to pass the resolution as special resolution.

Directors their relatives and Key Managerial Personnel and who are members of the Company, may be deemed to be concerned or interested in this Resolution to the extent of their respective shareholding in the Company to the same extent as that of every other member of the Company.

By Order of Board of Directors For A B INFRABUILD LIMITED

Amit Mishra Chairman & Managing Director DIN-03388129 Date: September 05, 2020 Place: Mumbai