Directors Report of Martin Burn Ltd.

Sep 30, 2014

To the Members,

The Directors are pleased to present the Annual Report 2013-14 together with Audited Statements of Accounts of the Company for the period ended 30th September, 2014, (15 months).

FINANCIAL RESULTS (Rs. In lakh)

15 months period ended 30.06.2013 ended 30.09.2014 ended 30.06.2013

Profit before Interest, Depreciation and Taxation 152.67 277.47

Less : Interest Expense 104.27 128.66

Less : Depreciation 29.15 28.47

Profit /(Loss) before taxation 19.25 120.34

Add / (Less) :Provision for taxation 8.23 33.71

Profit /(Loss) after taxation 11.02 86.63

Adjustment of taxation for earlier year (151.67) -

Profit/(Loss) after adjustment previous year''s appropriation (140.65) -

Un-appropriated Profit brought forward from previous years 1183.60 1096.98

Profit available for appropriations 1042.96 1183.60



DIVIDEND

Directors regret that they are unable to recommend any dividend on Equity Shares for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 11.02 Lacs against the corresponding Profit Rs. 86.63 Lacs, as reported last year.

For the development of our prime and valuable property situated at 63, Chowringhee Road, Kolkata - 700 020., Company is taking all necessary steps for arranging adequate finance and negotiating with the tenants for vacating the premises.

Company is very much hopeful to finalise the development Programme of this project within next financial year. Once it is regularized company will be on in a position to achieve high growth on top line and bottom line, which would results into very high appreciation in the share value of the Company in the subsequent years.

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit during for

the period ended 30.09.2014. The Company has complied with the provisions of Section 76 of the Companies Act, 2013 and not accepted any new Deposits.

INSURANCE

The properties and insurable assets of the Company, like building, machinery and stock, among others, are adequately insured.

HUMAN RESOURCES

One of the key success factors for the sustainable growth of the organization has been our employees. The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders.

DEMATERIALISATION OF SHARES

Despite several requests to the Shareholders for dematerialization of the shares, still 11.33% of shares are in physical form. We are again requesting the Shareholders of the Company to dematerialize the same by contacting our Registrar & Transferring Agent.

Shareholders are further requested to intimate their e-mail

Id''s in company''s e-mail ID : [email protected] or to our Registrar''s e-mail ID: [email protected] to enable the Company to mail softcopy of Annual Report, Notice and other detail to maintenantain the e-governance service, which is mandatory.

DIRECTORS

The Board of Directors of the Company strength comprises Eight (8) Directors of which (4) four are Non-Executive Independent Directors and which are (3) three Non- Executive Director as on date 22nd February 2015 in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.

In accordance with the Provisions of the section 149 (9) and the code for independent Director in schedule IV of the Companies Act, 2013, re-appointment of Shri Ram Karan Tiwari - (DIN : 00225105) and Shri Hansraj Bisandayal Poddar - (DIN : 6453113) as an Independent Directors, whose retires by rotation and being eligible has offered himself for re-appointment for 3 (Three) years under the provisions of the Companies Act, 2013, at this Annual General Meeting.

Appointment of three (3) new Directorships namely are Shri Pawan Murarka - (DIN : 01690111) and Shri Prakash Khetan - (DIN : 01143678) be and are hereby inducted in the Board as Additional Directors in Independent capacity w.e.f. 14.03.2015 as per section 149 sub section (4) of the Companies Act, 2013 and also appointment of an Additional Director pursuant to section 160 to Mrs. Sarika Fatehpuria - (DIN : 03570828) in Non-Executive Director capacity for a period of 3 years w.e.f. 14.02.2015, these are not liable to retire by rotation and subject to approval of the shareholders of the Company. All the Independent Directors and non-executive director of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting is annexed as additional information to the notice as required under clause 49 of the Listing Agreement and your board recommends their appointment / reappointment as set out in the notice.

Management Discussion & Analysis and Corporate Governance Report.

A report on Corporate Governance and Management Discussion Analysis, as required under clause 49 of this Listing Agreement are annexed and forms parts of Annual Report.

A Certificate from the Company Secretary in Practice of the Company, M/s A. K. Labh & Co - CP - 3238 confirming compliance with the conditions of the Corporate Governance is also annexed.

STATUTORY INFORMATION

(1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Company''s foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors state and confirm that:

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

ii) Accounting policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 30th September, 2014 and of the profit of the Company for the year ended on that date

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) The annual accounts of the Company have been prepared on a going concern basis

AUDITORS

M/s. Saraf & Co. - (Registration Number - 3120453), Statutory Auditors of the Company appointing as Statutory Auditors in terms of Section 139, 141,142, and 144 of the Companies Act, 2013 and the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, for a period of (5) five years till the conclusion of 72nd Annual General Meeting to be held in the year 2019, which is subject to annual ratification by the members of the Company.

AUDITOR RESERVATION

M/s. D.P. Sen & Co. provide an Auditors'' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Auditors read together with notes to accounts are self explanatory; hence do not call for any further comments under Section 217 of the Companies Act, 1956.

LISTING

The Company''s shares are listed at The Calcutta Stock Exchange Association Ltd., The Bombay Stock Exchange Ltd., The Uttar Pradesh Stock Exchange Ltd and the Delhi Stock Exchange Ltd. The Company has made the application for delisting of its equity shares from Uttarpradesh Stock Exchange Ltd. and Calcutta Stock Exchange Association Ltd. we are waiting for approval and for further procedures we are still awaiting.

Traded at - The Bombay Stock Exchange Ltd. BSE SCRIP CODE - 523566

COMPLIANCE CERTIFICATE

Compliance Certificate given by M/s. A.K. Labh & Co., Company Secretaries in terms of proviso to Sub-section (1) of Section 383A of the Companies Act, 1956 is attached and forms part of our report.

ACKNOWLEDGEMENT

The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorizes, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co-opera on with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company. We would also like to express sincere thanks to our shareholders & stakeholder for their confidence and understanding.

Registered Office: By Order of the Board of Directors "MARTIN BURN HOUSE" For MARTIN BURN LIMITED 1, R.N. Mukherjee Road Kolkata - 700 001. CIN NO. L51109WB1946PLC013641 K.N. FATEHPURIA Phone no : 033-2230-3371/3022-5780/81 Chairman & Managing Director Email id : [email protected]

Place : Kolkata SUNIL FATEHPURIA Date : February 21, 2015. Director

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Jun 30, 2013

The Directors are pleased to present the 66th Annual Report together with Audited Statements of Accounts of the Company for the (15 months) period ended 30.06.2013.

FINANCIAL RESULTS (Rs. In lakh)

15 months period 12 months period ended 30.06.2013 ended 31.03.2012

Profit before Interest, Depreciation and Taxation 277,47 202.27

Less interest Expense 128.66 111.93

Less: Depreciation 28.47 20.21

Profit /(Loss) before taxation 120.34 70.13

Add/(Less) :Provision for taxation 33.71 17.79

Profit/(Loss) after taxation 86.63 52.34

Unappropriated Profit brought forward from previous years 1096.98 1044.64

Profit available for appropriations 1183.61 1096.98

DIVIDEND

Directors regret that they are unable to recommend any dividend for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 86.63 Lacs against the corresponding Profit of Rs. 52.34 Lacs, as reported last year.

We are pleased to report that the company has achieved a good growth in construction and other activities. Company is keenly maintain this trend during the forth coming years too.

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit for the period 30.06.2013 The Company has complied with the provisions of Section 58A of the Companies Act, 1956. The Company is not accepting any new Deposits.

HUMAN RESOURCES

The growth strategy of our company has been our employees and during the year under review by the board a cordial relationship was maintained with the employees. The Directors wish to place on record their sincere appreciation in respect of the services rendered by all the employees of the Company.

DIRECTORS

Shri Vijay Kumar Fatehpuria - Director of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Shri Pawan Kumar Murarka - Non Executive Director of the Company has resigned from the Board of Directors with effect from 17.10.2013 and Board of Director have appointed Sri Hansraj Poddar i.e. 17.10.2013, in his place. The Board of the Directors of the company place or record its appreciation for the valuable contribution made by him to the Company during his tenure as a Director. The Boards also appointed Shri Sunil Fatehpuria on 01.06.2013, as additional Director.

STATUTORY INFORMATION

(1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Company''s foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 [2AA] of the Companies Act 1956, the Directors state as follows:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company;

2. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period 30.6.2013 (15 Months).

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

LISTING

The Company''s shares are listed at the Bombay Stock Exchange Ltd. and The Calcutta Stock Exchange Association Ltd (delisting of equity shares has already applied).

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement are annexed and forms part of this Annual Report.

A certificate from the Auditors of the Company, M/sA K. Labh & Co. confirming compliance with the conditions of the Corporate Governance is also annexed.

AUDITORS''OBSERVATIONS

The Reports of the Auditor including references made therein to the Notes forming part of the Statement of Accounts are self -explanatory and do not call for any further explanation.

AUDITORS

The Company Auditors, M/s D.P. Sen & Co., Chartered Accountants, (Firm Registration no. 301054E). Hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

APPRECIATION

Your Board of Directors wish to place on record their sincere appreciation for the valuable and continued support received from the Shareholders, Stakeholder, Company''s Banker''s Central and State Government Authorities, Clients, Suppliers, Stock Exchange(s) and all other Business Associates for their understanding and to help growth of the organization. The Board of Directors also wish to place on record their deep appreciation for the services of devoted executives, staff members, successful management and also valuable co- operation and support received from The Federal Bank Ltd, HDFC Bank Ltd, Axis Bank Ltd. in arriving this year''s results. On behalf of the Board

Place :Kolkata K. N. Fatehpuria

Date: 29.08.2013 Managing Director

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Mar 31, 2012

The Directors are pleased to present the 65th Annual Report together with Audited Statements of Accounts of the Company for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in lakh) 2011-2012 2010-2011

Profit before Interest, Depreciation and Taxation 202.27 246.50

Less: Interest Expense 111.93 92.25

Less : Depreciation 20.21 17.34

Profit/(Loss) before taxation 70.13 136.91

Add/(Less): Provision for taxation 17.79 18.23

Profit/(Loss) after taxation 52.34 118.68

Un appropriated Profit brought forward from previous years 1044.64 925.96

Profit available for appropriations 1096.98 1044.64

DIVIDEND

Directors regret that they are unable to recommend any dividend for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 52.34 Lacs against the corresponding Profit of Rs. 118.68 Lacs, as reported last year.

We are pleased to report that the Company achieved a good growth in sales and has seen a remarkable improvement in construction activities. We hope to maintain this trend during the current year too.

The Company owns a premium plot of land at Chowringhee Road, the commercial hub of Kolkata. The market value of the same has appreciated in recent time. Your Company hopes to exploit the same both commercially and residentially in the near future. The Project is expected to pay huge dividend to its shareholders

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit as on March 31, 2012. The Company has complied with the provisions of Section 58A of the Companies Act, 1956. The Company is not accepting any new Deposits.

HUMAN RESOURCES

One of the key success factors for the sustainable growth of the organization has been our employees. The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders.

DIRECTORS

Shri Pawan Kumar Murarka - Director of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Sri Kailash Nath Fatehpuria - Dy. Managing Director of the Company has resigned from the Board of Directors with effect from 31.01.2012. and Sri Sanjay Kumar Bhartiya and Sri Kailash Prasad Dhanuka - Independent Non-Executive Director of the Company has resigned from the Board of Directorship with effect from 10.08.2011 and 31.01.2012. The Board place our records its appreciation for the valuable contribution made to the Company during the tenure as a Director.

STATUTORY INFORMATION

(1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Company's foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state as follows :

1. in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company;

2. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended 31st March, 2012.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the annual accounts have been prepared on a going concern basis.

LISTING

The Company's shares are listed at The Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement are annexed and forms part of this Annual Report.

A certificate from the Auditors of the Company, M/s A. K. Labh & Co. confirming compliance with the conditions of the Corporate Governance is also annexed.

COMPLIANCE CERTIFICATE

Compliance Certificate given by M/s. A.K. Labh & Co., Company Secretaries in terms of proviso to Sub-section (1) of Section 383A of the Companies Act, 1956 is attached and forms part of our report.

AUDITORS' OBSERVATIONS

In respect of the reference to the Notes on Accounts in the Auditors' Report, your Directors have to state that the same are self explanatory and do not need further clarification.

AUDITORS

The Company Auditors, M/s D.P. Sen & Co., Chartered Accountants, (Firm Registration no. 301054E). Hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

ACKNOWLEDGEMENT

We wish to acknowledge the understanding, support and the services, sincerity of the workers, staffs and executives of the Company, which have contributed to the efficient operations and Management of the Company. Your Directors also whish to place on record the valuable co-operation and support received from The Federal Bank Ltd, HDFC Bank Ltd, Indian Overseas Bank, State Bank of India. Last but certainly by no means least, your Directors would like to thanks various departments of Central and State Government, its shareholders, customers and the public at large for their continued support and confidence.

We would also like to express sincere thanks to our shareholders & stakeholder for their confidence and understanding.

On behalf of the Board

K. N. Fatehpuria

Chairman & Managing Director

Place: Kolkata

Date : 31st May, 2012.

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Mar 31, 2010

The Directors are pleased to present the 63rd Annual Report together with Audited Statements of Accounts of the Company for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS (Rs. in Lakh)

2009-2010 2008-2009

Profit before Interest, Depreciation and Taxation 259.05 285.90

Less: Interest Expense 59.49 61.69

Less : Depreciation 17.24 19.76

Profit/(Loss) before Taxation 182.32 204.45

Add/(Less) : Provision for Taxation 37.74 51.97

Profit/(Loss) after Taxation 144.58 152.48

Un-appropriated Profit brought forward from previous years 781.37 628.90

Profit available for Appropriations 925.96 781.37

DIVIDEND

Directors regret that they are unable to recommend any dividend for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 144.58 Lacs against the corresponding Profit of Rs. 152.48 Lacs, as reported last year.

We are pleased to report that the Company achieved a good growth in sales and has seen a remarkable improvement in construction activities. We hope to maintain this trend during the current year too.

The Company owns a premium plot of land at Chowringhee Road, the commercial hub of Kolkata. The market value of the same has appreciated in recent time. Your Company hopes to exploit the same both commercially and residentially in the near future. The Project is expected to pay huge dividend to its shareholders

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit as on March 31, 2010. The Company has complied with the provisions of Section 58A of the Companies Act, 1956. The Company is not accepting any new Deposits.

HUMAN RESOURCES

The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders. During the financial year under review, the management continued to have harmonious relation with the employees.

DIRECTORS

Shri Om Prakash Fatehpuria and Shri Kailash Nath Fatehpuria - Directors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment.

STATUTORY INFORMATION

(1) Section 217 (2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Companys foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 [2AA] of the Companies Act, 1956, the Directors state as follows :

1. that in the preparation of the annual accounts for the financial year ended March 31, 2010 the applicable accounting standards had been followed and that no material departures have been made from the same;

2. that the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profits of the Company for that period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

LISTING

The Companys shares are listed at The Calcutta Stock Exchange Association Ltd., The Uttar Pradesh Stock Exchange Association Ltd., Bombay Stock Exchange Ltd. and The Delhi Stock Exchange Association Ltd.

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement are annexed and forms part of this Annual Report.

A certificate from the Auditors of the Company, M/s A. K. Labh & Co. confirming compliance with the conditions of the Corporate Governance is also annexed.

COMPLIANCE CERTIFICATE

Compliance Certificate given by M/s. A. K. Labh & Co., Company Secretaries in terms of proviso to sub-section (1) of Section 383A of the Companies Act, 1956, is attached and forms part of our report.

AUDITORS OBSERVATIONS

In respect of the reference to the Notes on Accounts in the Auditors Report, your Directors have to state that the same are self explanatory and do not need further clarification.

AUDITORS

M/s D. P. Sen & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of the devoted services rendered by the entire work force during the year under review. Further, your Directors would like to recognize and appreciate the support received from The Federal Bank Ltd., State Bank of India, Punjab National Bank and HDFC Bank. Last but certainly by no means least, your Directors would like to thank various departments of Central and State Government, its shareholders, customers and the public at large for their continued support and confidence.

On behalf of the Board



Place : Kolkata K. N. Fatehpuria

Date : May 31, 2010 Chairman & Managing Director