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A B INFRABUILD LIMITED AGM Information 2022

Oct 13, 2022

59053_rns_2022-10-13_3a7156d8-bbce-4a17-9b05-2c9997f5e391.pdf

AGM Information

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

Ref. : A B Infrabuild Limited (NSE Symbol: ABINFRA, ISIN: INE00YB01017) Sub. : Regulation 30(2) of SEBI (LODR) Regulations, 2015 – Submission of Minutes of 12th AGM.

Dear Sir/Madam,

Pursuant to Regulation 30(2) of SEBI (LODR) Regulations, 2015, we are submitting herewith the Minutes of 12th Annual General Meeting of the Company held on Thursday, September 29, 2022 at 02.00 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

You are requested to kindly take the same in your records.

Thanking You,

Yours Faithfully, For A B Infrabuild Limited AMIT Digitally signed by AMIT BHOLANATH

BHOLANATH MISHRA MISHRA Date: 2022.10.13 11:16:15 +05'30'

Amit Mishra Managing Director DIN: 03388129

Date: 13/10/2022 Place: Mumbai

MINUTES OF 12THANNUAL GENERAL MEETING OF THE MEMBERS OF A B INFRABUILD LIMITED HELD ON THURSDAY,SEPTEMBER 29,2022 THROUGH VIDEO CONFERENCING (VC) I OTHER AUDIO VISUAL MEANS (OAVM), COMMENCED AT 02:00 P.M. AND CONCLUDED AT 02:17 P.M.

DIRECTORS PRESENT

NameMr.Amit Bholanath MishraMr. BharatkumarPunmaji ParmarMr.ShreeprakashDeonarayanSinghMr. Mukesh PandeyMr. Udayan Anantrao ChindarkarMs.Vanita Vinodbhai Bhuva DesignationChairman & MemberWhole Time Director s: MemberWhole Time Director & MemberWhole Time Director & MemberIndependentDirectorIndependentDirector Place of JoiningMumbaiMumbaiMurnbalMumbaiMumbaiMumbai
INVITEE:Mr. Mehul BambhroliyaMr. Shubham Bhuwania ScrutinizerandSecretarialAuditor(ProprietorofBMBMIs&Associates)Statutory Auditor, Representative MumbaiMumbai
IN ATTENDANCE:Mr. Danish Sabir Salman!Mr. Pawan Prajapati &ofBhuwaniaAgrawalMIsAssociatesChief Financial OfficerCompany Secretary MurnbaiMumbai

SHAREHOLQ£RS PRESENT:

No. of Shareholders as on cut-orrdate i.e., September 23, 2022 was 137 out of which total 9 Members were present in the meeting through video conferencing.

CHAIRMAN

At 02:05 p.m. Mr. Pawan Prajapati, Company Secretary, extended a warm welcome to an the members and Directors to the 12th AGM of the Company. The members were informed that in view of prevailing situation due to COVID-19 Pandemic the meeting was held through Video Conferencing, without physical presence of the members at a common venue, as per the provisions of Companies Act, 2013 and in compliance with the circular issued by the Ministry of Corporate Mfairs and SEBT.The members were further informed that the Company has taken all feasible steps to ensure that the shareholders are provided an opportuntryro participate in the Annual General Meeting and vote adequately.

Mr. Amit Bholanath Mishra, Managing Director occupied the chair and then meeting commenced under his chairmanship.

QUORUM

Total 9 members were present on video conferencing. Since the quorum being present the meeting was called in order with the permission ofthe chair.

INTRODUCTION OF DIRECTORS AND INVITEES

The members were introduced to the Board, who were also attending the meeting through !Video conferencing. Further, the Chairman of Audit Committee, Nomination and Remuneranon Committee and Stakeholder Relationship Committee and the Stakeholders

MINUTE BOOK PAGE NO. , ) 1 v 1- '2.- - 7. )

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MINUTE BOOK PAGE NO. '2. j20"U. - 'z, 3

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were also present in the Meeting. The members were also introduced to the Chief Financial Officer,Statutory Auditor, Secretarial Auditor and Internal Auditor of the Company.

AVAILABILITYOF STATUTORYREGISTERSFORINSPECTION

The Members were informed that Register of Directors & Key Managerial Personnel and their share holding, if any, and the Register of Contracts, as required to be kept under Sections 171 and 189 of Companies Act, 2013, were available to the Members for inspection.

NOTICEANDAUDITORSREPORT

With the consent of the members present, the notice convening the Annual General Meeting together with the Explanatory Statement, dated September 03, 2022, the Audited Financial Statement for the year ended March 31,2022, and the Directors' Report having already been circulated electronically to the Members, were taken as read. The members were informed that the Auditors' Report of the Company for the year ended March 31, 2022, does not contain any qualification/ adverse remarks, therefore it was taken as read. The members were also informed that the Secretarial Audit Report as issued by M/s. BMB& Associates, Practicing Company Secretary contains some qualifications for which the management has given appropriate reply in the Directors Report.

CHAIRMAN'SADDRESS

The Chairman welcomed the Members and give's the speech on current market scenario, Company's Activities/ performance and appraise about the present activity and future plans of the Company.

Chairman then invited Mr. Pawan Prajapati to carry out the further proceeding of the Meeting.

FORMALBUSINESS

The Members were informed that the Board of Directors has appointed Mr. Mehul Bambhroliya, Proprietor of M/s. BMB& Associates, Company Secretary as Scrutinizer for the purpose of conducting e-voting before and during AGM,in fair and transparent manner, as stipulated under the Companies (Management &, Administrative) Rules, 2014.

The members were informed that as all the resolutions set out in Notice of Annual General Meeting have already been put to vote through e-voting, the resolutions need not be proposed or seconded by shareholders at the meeting.

Pursuant to the provision of Companies Act, 2013 and the Companies (Management and Administrative) Rules, 2014, all shareholders, as on cut-off date, i.e. September 23, 2022, Were provided the facility of e-voting on all the resolution forming part of the agenda of the AGM.The period for e-voting commenced on Monday, September 26, 2022 (9:00 a.m.) and ended on Wednesday, September 28, 2022 (5:00 p.m.). The members were further informed that the e-voting facility will also be opened for members to cast their vote during and 15 minutes after the conclusion of the meeting for the Members who have not voted through the remote e-voting facility previously on the date mentioned above.

Following business was conducted at the Meeting.

ORDINARYBUSINESS:

Item No. 1:

To receive, consider and adopt the Audited, Financial Statements of the Com~any for the Financial Year ended March 31, 2022 together with Reports of Board of DIrectors

~ 1 MINUTE BOOK PAGE NO. .3j_ 'W:L2- -1- 3

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(

and Auditors thereon.

The Ordinary Resolution passed is as follows:

"RESOLVEDTHAT the audited financial statements of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon laid before this meeting be and are hereby considered and adopted."

Item No.2:

Appointment of Mr. Mukesh Pandey (DIN-07757538), who retire by rotation and being eligible, offer himself for re-appointment as a Director.

The Ordinary Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mukesh Pandey (DIN-07757538), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment and be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

Item No. 3:

Re-appointment of MIS. Bhuwania & Agrawal Associates, Chartered Accountants of Statutory Auditors of the Company and to fix their remuneration.

The Ordinary Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, MIS. Bhuwania & Agrawal Associates, Chartered Accountants, (FRN No. 101483W), be and are hereby re-appointed as Statutory Auditor of the Company for a term of five consecutive years to hold office from the conclusion of this Annual General Meeting until the conclusion of the 17th Annual General Meeting to be held in the year 2027 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors."

SPECIALBUSINESS

Item No.4:

Re-appointment of Mr. Amit Mishra as Managing Director

The Special Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 ("Act") and the rules made there under, (including any statutory modifitation(s) or re-enactment thereof, for the time being in force) the relevant provisions ofthe Articles of Association of the Company and aUapplicable guidelines issued by the Central Government from time to time and subject to such approvals as may be necessary consent of the Members of the Company be and is hereby accorded to reappoint Mr. Amit Mishra (DIN: 03388129) as Managing Director of the Company for the period and upon the terms and conditions as set out in the Explanatory Statement annexed to the Notice of this meeting and upon the terms and condition and stipulation contained in an agreement to be entered into between the Company and Mr.Amit Mishra, a draft whereof is placed before the meeting and which for the purposes of identification, is initialed by the Chairman of the Meeting and with further liberty to the Board of Directors of the Company

MINUTEBOOK PAGE NO. tr)1-0'22- 23

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iuercmarrer referred to as "the Board" which term shall be deemed to include any Committee constituted / to be constituted 'by the Board) from time to time to alter the said terms and conditions of appoihtment and remuneration of Mr. Amit Mishra in the best interests of the Company;

RESOLVEDFURTHER THAT the aggregate remuneration including benefits, amenities and perquisites as set out in the said draft agreement, in any financial year shall not exceed the limit from time to time under section 197, 198 and other applicable provisions of the Act and Rules made thereunder, read with schedule Vofthe said act or any statutory modification(s) or re-enactment thereof for the time being in force;

RESOLVEDFURTHER THAT the Board be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may be deemed necessary proper, expedient to give effect to the above Resolution."

Item No. 5:

Re-appointment of Mr. Bharatkumar Parmar as Wholetime Director ,

The Special Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 ("Act") and the rules made there under, (including any statutory modification(s) or re-enactment thereof. for the time being in force) the relevant provisions of the Articles of Association of the Company and all applicable guidelines issued by the Central Government from time to time and subject to such approvals as may be necessary consent of the Members of the Company be and is hereby accorded to reappoint Mr. Bharatkumar Parmar (DIN: 07645422) as Wholetime Director of the Company for the period and upon the terms and conditions as set out in the Explanatory Statement annexed to the Notice of this meeting and upon the terms and condition and stipulation contained in an agreement to be entered into between the Company and Mr. Amit Mishra, a draft whereof is placed before the meeting and which for the purposes of identification, is initialed by the Chairman of the Meeting and with further liberty to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee constituted / to be constituted by the Board) from time to time to alter the said terms and conditions of appointment and remuneration of Mr. Amit Mishra in the best interests of the Company;

RESOLVEDFURTHER THAT the aggregate remuneration including benefits, ameniti.es and perquisites as set out in the said draft agreement, in any financial year shall not exceed the limit from time to time under section 197,198 and other applicable provisions of the Act and Rules made thereunder, read with schedule V of the said act or any statutory modification(s) or re-enactment thereof for the time being in force;

RESOLVEDFURTHERTHAT the Board be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may be deemed necessary proper, expedient to give effect to the above Resolution."

Item No.6:

Re-appointment of Mr. Shreeprakash Singh as Whole Time Director

The Special Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions ofthe Articles of Association of the Company and

·.1\ MINUTE BOOK PAGE No.5) 'l.o1--z_-~") 7

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all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, as may be necessary, consent of the Members be and is hereby accorded to the re-appointment of Mr. Shreeprakash Singh (DIN- 00497750) as Whole Time Director of the Company for the period and upon the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice of this Meeting and upon the terms conditions and stipulations contained in an Agreement to be entered into between the Company and Mr. Shreeprakash Singh, a draft whereof is placed before the Meeting and which, for the purposes of identification, is initialled by the Chairman of the Meeting and with further liberty to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee constituted / to be constituted by the Board) from time to time to alter the said terms and conditions of appointment and remuneration of Mr. Shreeprakash Singh in the best interests of the Company;

RESOLVEDFURTHER THAT the aggregate of the remuneration including benefits, amenities and perquisites as set out in the said draft Agreement, in any financial year shall not exceed the limit from time to time under Section 197, Section 198 and other applicable provisions of the Act and Rules made thereunder, read with Schedule V of the said Act or any statutory modification( s) or re-enactment thereof for the time being in force;

RESOLVEDFURTHER THAT the Board of Directors be and is hereby authorised to take such steps and to do all such acts, deeds, matters and things as may be deemed necessary, proper and expedient to give effect to the above Resolution."

Item No. 7:

Re-appointment of Mr. Udayan Anantrao Chindarkar as Independent Director

The Special Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions Of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 the consent of the members be and is hereby accorded to re-appoint Mr. Udayan Chindarkar (DIN- 08153684), as an Independent Director of the Company for a tenure of 5 (Five) consecutive years for a term upto March 31, 2028 and shall not be liable to retire by rotation;

RESOLVEDFURTHER THAT the Mr. Amit Mishra and/or Mr. Bharat Parmar, Director(s) of the Company be and is/are hereby severally and/or jointly authorized to file the necessary e-Forms with the Registrar of Companies and to do .such acts, deeds, things, etc. as may be required to give effect to the above resolution."

Item No.S:

Re-appointment of Ms.Vanita Vinodbhai Bhuva as Independent Director

The Special Resolution passed is as follows:

"RESOLVEDTHAT pursuant to the provisions of Sections 149, 150" 152 and any other applicable provisions of the Companies Act, 201.3and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 the consent of the members be and is hereby accorded to re-appoint Ms.Vanita Bhuva (DIN:08164809), as an Independent Director of the Company for a tenure of 5 (Five) consecutive years for a term upto March 31,2028 and shall not be liable to retire by rotation.

MINUTE BOOK PAGE NO. b/~'t2.--2-")

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I

the Company be and is/are hereby severally and/or jointly authorized to file the necessary e-Forms with the Registrar of Companies and to do such acts, deeds, things, etc. as may be required to give effect to the above resolution."

Item No. 9:

Approval of contact/arrangement for material Related Party Transactions with various related parties.

The Special Resolution passed is as follows:

RESOLVEDTHAT 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 2022-23 of a value of Rs.1SOCrores.

COMMENTSAND OBSERVATIONS

The members were informed that the company has not received any advance query from any of the shareholder as taken in the AGMNotice

VOTEOFTHANKS

There being no other business transact, the meeting concluded at 02:17 p.m. with a vote of thanks to the chair.

Scrutinizer Report was declared on October 01, 2022. The combined results of remote evoting and e-voting at the AGMis enclosed herewith and declared all the items/resolutions as stated in the Notice convening the 12th Annual General Meeting, as passed with requisite majority on the Date of the Meeting t.e. September 29, 2022.

DATE PLACE 07/10/2022 MUMBAI

1'Su/{O \ V ~tl8(' A~ I!s MUMBA~I I) AMIT BH0 LANATHMISHRl , A':::; (CHAIRMAN *"Y * ()?

CHAIRMAN'S INITIALS

Date: October 01, 2022

To, The Manager Listing Department National Stock Exchange of India Limited Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (East) Mumbai -400051

Symbol: ABINFRA

Subject:- Voting Results of Twelfth Annual General Meeting ("AGM") of A B Infrabuild Limited ("the Company")

Dear Sir/Madam,

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 we enclose herewith the following:

    1. Voting Results as required under Regulation 44 of the Regulations; and
    1. Report of Scrutinizer dated October 01, 2022, pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration), Rules 2014.

Kindly take the above information on your records.

Thanking you,

Yours faithfully, For A B Infrabuild Limited AMIT BHOLANAT H MISHRA Digitally signed by AMIT BHOLANATH MISHRA Date: 2022.10.01 19:04:49 +05'30'

Amit Mishra Managing Director DIN: 03388129

Encl: As mentioned above

CS Mehul B. Bambhroliya B.Com, A.C.S.

Consolidated Report of Scrutinizer

on Remote e‐voting and electronic voting at the 12th Annual General Meeting (AGM)

To Mr. Amit Bholanath Mishra Chairman A B Infrabuild Limited 104, Shubhagan Chs Ltd, Jawahar Nagar, Near Railway Crossing, Goregaon (West), Mumbai‐400104

Consolidated Scrutinizer's Report on voting through remote e‐voting and electronic voting at the 12th Annual General Meeting (AGM) of the shareholders of Company, A B Infrabuild Limited, held on September 29, 2022 at 02:00 PM through video conferencing ("VC") /other audio‐visual means (OVAM) Facility in terms of provisions of the Companies Act, 2013 (hereinafter the "Act") read with the Rules issued there under and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter the "SEBI Listing Regulations").

I, Mehul B. Bambhroliya, Proprietor of M/s. BMB & Associates, Practicing Company Secretaries, appointed as Scrutinizer in the meeting of Board of Directors of the Company held on Saturday, September 3, 2022, to conduct the following:

  • (i) Remote e‐voting process done by the shareholders of the Company pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014; and
  • (ii) Electronic voting at the AGM under the provisions of Section 109 of the Act, 2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014 at the 12th AGM held on Thursday, September 29, 2022 at 2.00 p.m.
  • A. Pursuant to Section 101, 108 of the Act and Rule 20 of Companies (Management & Administration) Rules 2014 (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force), Company has confirmed that the electronic copy of the Notice convening the 12th AGM of the Company along with the process of remote e‐ voting and electronic voting at the AGM were sent to the shareholders whose e‐mail addresses were registered with the Company's Registrar and Share Transfer Agent/Depository Participant(s) for communication purposes in compliance with MCA Circulars dated April 8, 2020, April 13, 2020, December 8, 2021 and May 5, 2022 and SEBI Circular dated May 12, 2020, September 28, 2020 and January 15, 2021 and May 13, 2022

37, Govind Nagar Chs, Building No.25, Govind Nagar, Sodawala Lane, Borivali (west), Mumbai-400092. Contacts: +91-98338 05520 E-mail: [email protected]

applicable provisions of the SEBI Listing Regulations, the Secretarial Standard‐2 on General Meetings issued by the Institute of Company Secretaries of India. The Company completed dispatch of Notice along with explanatory statement on Tuesday, September 06, 2022, only through electronic mode, to those members whose name(s) appeared on the Register of Members/ List of beneficiaries as on Friday, September 02, 2022. ("Cutoff date").

  • B. The Company had appointed National Securities Depository Limited ("NSDL") for conducting the electronic voting by the shareholders of the Company at the AGM. After the time fixed for closing of electronic voting at AGM by the Chairman, voting was closed and votes cast were unblocked.
  • C. The Company had availed the remote e‐voting facility provided by NSDL for conducting the remote e‐voting by the shareholders of the Company. The remote e‐voting commenced on Saturday, September 26, 2022 at 09:00 am (IST) and ended on Wednesday, September 28, 2022 at 05:00 pm (IST) and the NSDL remote e‐voting portal was blocked for voting thereafter.
  • D. On the basis of the votes exercised by the shareholders of the Company through remote e‐voting and by way of electronic voting at the AGM, I have issued this Scrutinizer's Report dated September 01st October, 2022.
Date of AGM September 29, 2022
Total number of shareholders on record date (i.e. as on September 137
23, 2022)
No. of shareholders present in the meeting either in person or through proxy:
Promoter and Promoter group NA
(including Directors & Relatives of Director)
Public NA
No. of shareholders attended the meeting through Video Conferencing:
Promoter and Promoter group 5
(including Directors & Relatives of Director)
Public 4

Resolution Item No. 1 ‐ Ordinary Resolution:

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2022 together with Reports of Board of Directors and Auditors thereon.

SrNo /PrteomorblicPu defMooinVotg lToNotafShaoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas fin%Voteosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 /[][()()]*132100= []4 []5 /[][()()]*164200= /[][()()]*175200=
dPrteomor anGrPrteomoroup RetemoinE‐Votg 7511376 100.00 3675,11,7 0 100.00 0
1 (inludinireDtocgcr&laiveftres o E‐VointgAGMta 3675117 0 0 0 0 0 0
)ireDtocr lTota 7511376 100.00 75,11,376 100.00
2 blicPu‐ RetemoE‐Vointg 4000 0.32 0004, 0 100.00 0
liioInttutsnaholders inE‐VotgGAMta 2000014 0 0 0 0 0 0
lTota 0004 0.32 0004, 0 00.001 0
3 RetemoinE‐Votg 741771 18.93 741771 0 100.00 0
blic‐hePuOtrs VoinE‐tgAGMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 100.00 0
lTota 12669447 8297447 65.49 82,97,447 100.00

Resolution Item No. 2 ‐ Ordinary Resolution:

To appoint Mr. Mukesh Pandey (DIN‐07757538), who retire by rotation and being eligible, offer himself for re‐ appointment.

SrNo /PrteomorblicPu defMooinVotg lNoTotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas f%Vointeosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 /[][()()]*132001= []4 []5 /[][()()]*162004= /[][()()]*120075=
dPrteomor anPrGrteomoroup RetemoinE‐Votg 3675117 00.001 75,11,376 0 00.001 0
1 (ludininireDtocgcr&laiveftres o inE‐VotgAGMta 7511376 0 0 0 0 0 0
)ireDtocr lTota 7511376 100.00 75,11,376 100.00
2 blPuic‐ RetemoinE‐Votg 0004 0.32 4,000 0 00.001 0
iiolInttutsnaholders VoinE‐tgAGMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoinE‐Votg 117477 18.93 117477 0 100.00 0
blhePuic‐Otrs inE‐VotgAGMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 100.00 0
lTota 12669447 8297447 65.49 82,97,447 100.00

Resolution Item No. 3 ‐ Ordinary Resolution:

To Re‐appoint M/S. Bhuwania & Agrawal Associates, Chartered Accountants of Statutory Auditors of the Company and to fix their remuneration.

SrNo /PrteomorblicPu defMooinVotg lNoTotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas f%Vointeosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 /[][()()]*132001= []4 []5 /[][()()]*162004= /[][()()]*120075=
dPrteomor anPrGrteomoroup RetemoinE‐Votg 3675117 00.001 75,11,376 0 00.001 0
1 (ludininireDtocgcr&laiveftres o inE‐VotgAGMta 3675117 0 0 0 0 0 0
)ireDtocr lTota 7511376 100.00 75,11,376 100.00
2 blicPu‐ RetemoinE‐Votg 4000 0.32 4,000 0 100.00 0
lIniiottutsnaholders inE‐VotgAGMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoVoinE‐tg 741771 18.93 741771 0 100.00 0
blheic‐OPutrs inE‐VotgAGMta 3980171 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 100.00 0
lTota 26691447 8297447 695.4 82,97,447 00.001

Resolution Item No. 4 ‐ Special Resolution:

To Re‐Appoint of Mr. Amit Mishra (DIN‐ 03388129) as Managing Director of the Company.

SrNo /PrteomorblPuic defMooinVotg lToNotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas fin%Voteosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 /[][()()]*132100= []4 []5 /[][()()]*164200= /[][()()]*175200=
dPrteomor anGrPrteomoroup RetemoinE‐Votg 7511376 100.00 11,3675,7 0 100.00 0
1 (ludininDiretocgcr&laiveftres o E‐VointgAGMta 7511376 0 0 0 0 0 0
)ireDtocr lTota 7511376 100.00 75,11,376 100.00
2 blicPu‐ RetemoE‐Vointg 4000 0.32 0004, 0 100.00 0
lIniiottutsnaholders inE‐VotgGAMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoinE‐Votg 741771 18.93 741771 0 100.00 0
blic‐hePuOtrs inE‐VotgAGMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 0
lTota 12669447 8297447 65.49 82,97,447 100.00

Resolution Item No. 5 ‐ Special Resolution:

To Re‐Appoint Mr. Bharatkumar Parmar (DIN‐ 07645422) as Wholetime Director of the Company.

SrNo /PrteomorblicPu defMooinVotg lToNotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas f%Vointeosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 [][()/()]*132100= []4 []5 [][()/()]*164200= [][()/()]*175200=
dPrteomor anPrGrteomoroup RetemoinE‐Votg 3675117 00.001 75,11,376 0 00.001 0
1 (luindinireDtocgcrlaf&ivetres o inE‐VotgAGMta 7511376 0 0 0 0 0 0
)ireDtocr lTota 1136757 100.00 75,11,376 100.00
2 blPuic‐ RetemoinE‐Votg 0004 0.32 4,000 0 00.001 0
iiolInttutsnaholders E‐VointgAGMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoE‐Vointg 741771 8.931 741771 0 00.001 0
blhePuic‐Otrs inE‐VotgGAMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 0
lTota 12669447 8297447 65.49 82,97,447 100.00

Resolution Item No. 6 ‐ Special Resolution:

To Re‐Appoint of Mr. Shreeprakash Singh (DIN‐ 00497750) as Whole Time Director of the Company.

SrNo /PrteomorblicPu defMooVointg lToNotafhaSoresldHe fNo. otevoslledpo %fVoteoslledPoondintstaounghasres fNo. oVointes ‐favour fNo. oVotes –intagas %finVoteosfatevouron voslledpo %fVoteosint oteagasn voslledpo
[]1 []2 /[][()()]*132100= []4 []5 /[][()()]*164200= /[][()()]*175200=
dPrteomor anPrGrteomoroup RetemoE‐Vointg 7511376 100.00 75,11,376 0 100.00 0
1 (inludinireDtocgcrlaf&ivetres o inE‐VotgGAMta 7511376 0 0 0 0 0 0
)Diretocr lTota 1136757 100.00 11,3675,7 100.00
2 blicPu‐ RetemoE‐Vointg 4000 0.32 0004, 0 100.00 0
iiolInttutsnaholders inE‐VotgAGMta 2000014 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoinE‐Votg 741771 18.93 741771 0 100.00 0
blic‐hePuOtrs inE‐VotgAGMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 0
lTota 12669447 8297447 65.49 82,97,447 100.00

Resolution Item No. 7 ‐ Special Resolution:

To Re‐Appoint Mr. Udayan Anantrao Chindarkar (DIN‐ 08153684) as Independent Director of the Company

SrNo /PrteomorblicPu defMooinVotg lToNotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas f%Vointeosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 [][()/()]*132100= []4 []5 [][()/()]*164200= [][()/()]*175200=
dPrteomor anPrGrteomoroup RetemoinE‐Votg 3675117 00.001 75,11,376 0 00.001 0
1 (luindinireDtocgcrlaf&ivetres o inE‐VotgAGMta 7511376 0 0 0 0 0 0
)ireDtocr lTota 7511376 100.00 75,11,376 100.00 0
2 blicPu‐ RetemoinE‐Votg 4000 0.32 4,000 0 100.00 0
lIniiottutsnaholders inE‐VotgAGMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoinE‐Votg 741771 18.93 741771 0 100.00 0
blic‐OhePutrs E‐VointgAGMta 3980171 40300 1.03 40300 0 100.00 0
lTota 820177 19.96 820177 0 0
lTota 26691447 8297447 695.4 82,97,447 00.001

Resolution Item No. 8 ‐ Special Resolution:

To Re‐Appoint Ms. Vanita Vinodbhai Bhuva (DIN‐ 08164809) as Independent Director of the Company.

SrNo /PrteomorblicPu defMooinVotg lToNotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas f%Vointeosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 [][()/()]*132100= []4 []5 [][()/()]*164200= [][()/()]*175200=
dPrteomor anPrGrteomoroup RetemoinE‐Votg 3675117 00.001 75,11,376 0 00.001 0
1 (luindinireDtocgcrlaf&ivetres o inE‐VotgAGMta 7511376 0 0 0 0 0 0
)ireDtocr lTota 1136757 100.00 75,11,376 100.00
2 blPuic‐ RetemoinE‐Votg 0004 0.32 4,000 0 00.001 0
iiolInttutsnaholders E‐VointgAGMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoE‐Vointg 741771 8.931 741771 0 00.001 0
blhePuic‐Otrs inE‐VotgGAMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 0
lTota 12669447 8297447 65.49 82,97,447 100.00

Resolution Item No. 9 ‐ Ordinary Resolution:

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

SrNo /PrteomorblPuic defMooinVotg lToNotafhaSoresldHe fNo. otevoslledpo f%VoteoslledPoondintstaounghasres fNo. oinVotes ‐favour fNo. oVotes –intagas fin%Voteosfatevouron voslledpo f%Voteosint oteagasn voslledpo
[]1 []2 /[][()()]*132100= []4 []5 /[][()()]*164200= /[][()()]*120075=
dPrteomor anGrPrteomoroup RetemoinE‐Votg 0 0 0 0 0 0
1 (ludininDiretocgcr&laiveftres o E‐VointgAGMta 7511376 0 0 0 0 0 0
)ireDtocr lTota 0 0 0 0
2 blPuic‐ RetemoinE‐Votg 4000 0.32 4,000 0 100.00 0
iiolInttutsnaholders inE‐VotgAGMta 1240000 0 0 0 0 0 0
lTota 4000 0.32 4,000 0 100.00 0
3 RetemoE‐Vointg 741771 8.931 741771 0 00.001 0
blhePuic‐Otrs inE‐VotgGAMta 3918071 40300 1.03 40300 0 100.00 0
lTota 782071 19.96 782071 0 100.00 0
lTota 12669447 786071 20.28 786071 100.00

E. As requested by the management, I am submitting herewith a consolidated report on the results of remote e‐voting together with the results of the Electronic voting facilitated at the AGM.

It is to be noted that:

  • 1.The votes cast does not include abstain votes.
  • 2.All the aforesaid resolutions were passed with requisite majority.

Thanking you, Yours faithfully,

For M/s. BMB & Associates, Practicing Company Secretaries

MEHUL BATUKBHAI BAMBHROLIYA Digitally signed by MEHUL BATUKBHAI BAMBHROLIYA DN: c=IN, o=Personal, pseudonym=61c90c3bd3bb42536b5862d7436df0c7554 f340781415b19bf8f69c3b13905db, postalCode=400004, st=MAHARASHTRA, serialNumber=56ad7f49b4ce2cbd2229934fa73e7c4515f9d337f95e2782cd51d5dbc20bb523, cn=MEHUL BATUKBHAI BAMBHROLIYA Date: 2022.10.01 18:59:13 +05'30'

Mehul B. Bambhroliya Proprietor ACS No. 28191/ CP No. 10198 PRC No. 2456/2022

Place: Mumbai Date: October 01, 2022 UDIN: A028191D001117136

For A B Infrabuild Limited

AMIT BHOLANATH MISHRADigitally signed by AMIT BHOLANATH MISHRA Date: 2022.10.01 19:05:26 +05'30'

Amit Bholanath Mishra Managing Director DIN: 03388129

Place: Mumbai Date: October 01, 2022 CS Mehul B. Bambhroliya B.Com, A.C.S.

FORM No. MGT‐13 Report of Scrutinizer

[Pursuant to Section 109 of the Companies Act, 2013 and Rule 21(2) of the Companies (Management and Administration) Rules, 2014]

To Mr. Amit Bholanath Mishra Chairman A B Infrabuild Limited 104, Shubhagan Chs Ltd, Jawahar Nagar, Near Railway Crossing, Goregaon (West), Mumbai‐400104.

Scrutinizer's Report for electronic voting at the 12th Annual General Meeting (AGM) of the shareholders of Company, A B Infrabuild Limited, held on September 29, 2022 at 02:00 PM through video conferencing ("VC") /other audio‐visual means (OVAM) Facility.

I, Mehul B. Bambhroliya, Proprietor of M/s. BMB & Associates, Practicing Company Secretary, appointed as Scrutinizer for the purpose of the vote taken on the below mentioned resolutions, at the AGM of the shareholders of the Company, held on September 29, 2022 at 02:00 PM submit our report as under:

  • A. The Company had appointed National Securities Depository Services Limited (NSDL) for conducting the Electronic voting by the shareholders of the Company at the AGM.
  • B. After the time fixed for closing of the electronic voting at AGM by the Chairman, NSDL electronic portal was blocked for voting thereafter.
  • C. The votes cast were unblocked and were reconciled with the records maintained by the Company and Registrar and Transfer Agent of the Company, Bigshare Services Private Limited of the Company.
  • D. The result of the e‐voting at AGM is as under:

Resolution Item No. 1 ‐ Ordinary Resolution:

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2022 together with Reports of Board of Directors and Auditors thereon.

(a) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(b) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(c) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Or Voting through remote e‐voting or voting at AGM through VC/OAVM.

Resolution Item No. 2 ‐ Ordinary Resolution:

To appoint Mr. Mukesh Pandey (DIN‐07757538), who retire by rotation and being eligible, offer himself for re‐appointment.

(d) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(e) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(f) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Resolution Item No. 3 ‐ Ordinary Resolution:

To Re‐appoint M/S. Bhuwania & Agrawal Associates, Chartered Accountants of Statutory Auditors of the Company and to fix their remuneration.

(g) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(h) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(i) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Or Voting through remote e‐voting or voting at AGM through VC/OAVM.

Resolution Item No. 4 ‐ Special Resolution:

To Re‐Appoint of Mr. Amit Mishra (DIN‐ 03388129) as Managing Director of the Company.

(j) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(k) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(l) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Resolution Item No. 5 ‐ Special Resolution:

To Re‐Appoint Mr. Bharatkumar Parmar (DIN‐ 07645422) as Wholetime Director of the Company.

(m)Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(n) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(o) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Or Voting through remote e‐voting or voting at AGM through VC/OAVM.

Resolution Item No. 6 ‐ Special Resolution:

To Re‐Appoint of Mr. Shreeprakash Singh (DIN‐ 00497750) as Whole Time Director of the Company.

(p) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(q) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(r) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Resolution Item No. 7 ‐ Special Resolution:

To Re‐Appoint Mr. Udayan Anantrao Chindarkar (DIN‐ 08153684) as Independent Director of the Company.

(s) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(t) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(u) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Or Voting through remote e‐voting or voting at AGM through VC/OAVM.

Resolution Item No. 8 ‐ Special Resolution

To Re‐Appoint Ms. Vanita Vinodbhai Bhuva (DIN‐ 08164809) as Independent Director of the Company.

(v) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
13 8297447 100%

(w) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting by them votes cast
0 0 0.00

(x) Invalid votes:

Total number of members whose votes were Total number of votes cast by them
declared invalid
0 0

Resolution Item No. 9 ‐ Ordinary Resolution:

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

(a) Voted in favour of the resolution:

Number of members present and Number of votes cast % of total number of valid
voting (in person or by proxy)* by them votes cast
8 786071 100%

(b) Voted against the resolution:

Number of members present and Number of votes cast % of total number of valid
voting (in person or by proxy)* by them votes cast
0 0 0

(c) Invalid votes:

Total number of members (in person or by Total number of votes cast by them
proxy) whose votes were declared invalid
0 0

Or Voting through remote e‐voting or voting at AGM through VC/OAVM.

** Voting by Promoters, Directors & Relatives of Directors are not counted for this Resolution.

  • E. List of equity shareholders who voted "FOR" and "AGAINST" each resolution is enclosed.
  • F. It is to be noted that:
      1. The votes cast does not include abstained votes.
      1. All the aforesaid resolutions were passed with requisite majority.
  • G. All relevant records are given to the Company Secretary authorized by the Board for safe keeping.

Thanking you, Yours faithfully,

For M/s. BMB & Associates, Practicing Company Secretaries

MEHUL BATUKBHAI BAMBHROLIYA

Digitally signed by MEHUL BATUKBHAI BAMBHROLIYA DN: c=IN, o=Personal, pseudonym=61c90c3bd3bb42536b5862d7436df0c75 54f340781415b19bf8f69c3b13905db, postalCode=400004, st=MAHARASHTRA, serialNumber=56ad7f49b4ce2cbd2229934fa73e7c451 5f9d337f95e2782cd51d5dbc20bb523, cn=MEHUL BATUKBHAI BAMBHROLIYA Date: 2022.10.01 18:59:51 +05'30'

Mehul B. Bambhroliya Proprietor ACS No. 28191/ CP No. 10198 PRC No. 2456/2022

Place: Mumbai Date: October 01, 2022 UDIN: A028191D001117037

For A B Infrabuild Limited

AMIT BHOLANAT H MISHRA Digitally signed by AMIT BHOLANATH MISHRA Date: 2022.10.01 19:05:48 +05'30'

Amit Bholanath Mishra Managing Director DIN: 03388129

Place: Mumbai Date: October 01, 2022