martin burn limited

MARTIN BURN LIMITEDANNUAL REPORT 2015-16

BOARD OF DIRECTORS

Shri Kedar Nath FatehpuriaChairman & Managing Director(DIN : 00711971)

Shri Vijay Kumar FatehpuriaNon-Execu�ve Director(DIN : 00143895)

Shri Sunil FatehpuriaNon Execu�ve Director(DIN : 01742208)

Smt. Sarika FatehpuriaNon-Execu�ve Director(DIN : 03570828)

Shri Ram Karan TiwariIndependent Non-Execu�ve Director(DIN : 00225105)

Shri Hansraj PoddarIndependent Non-Execu�ve Director(DIN : 06453113)

Shri Prakash KhetanIndependent Non-Execu�ve Director(DIN : – 01143678)

Shri Mahesh Kumar TibrewalIndependent Non-Execu�ve Director (appointed w.e.f. 30.05.2015)

(DIN : – 00987782)

CHIEF FINANCIAL OFFICER

Shri Tapas Kumar Roy (appointed w.e.f. 07.03.2016)

STATUTORY AUDITORS

M/s. Saraf & Co.Chartered AccountantsFirm Registra�on No. 312045E"Mar�n Burn House" 3rd Floor1, R. N. Mukherjee Road, Kolkata – 700 001Phone : (033) 2248 2923Mail ID : [email protected]

BANKERS

YES Bank LtdHDFC Bank Ltd.The Federal Bank Ltd.

REGISTERED OFFICE"Mar�n Burn House"1, R. N. Mukherjee Road,Kolkata – 700 001Phone : (033) 2230‐3371,(033) 3022‐5780/81Fax : (033) 2248‐8416 E‐mail : mar�[email protected]

BRANCHES

40‐42, Janpath,

New Delhi – 110 001

"Esplanade House"29, Hazarimal Somani Marg,Mumbai – 400 001

SOLICITORS

Shri R.L. Mitra.6 Old Post Office Street,"Temple Chambers" 2nd Floor,Kolkata – 700 001Phone : (033) 2248‐3255

REGISTRARS & SHARE TRANSFER AGENT

M/s. Maheshwari Datama�cs (P) Ltd.6, Mangoe Lane, 2nd Floor,Kolkata – 700 001Phone : (033) : 2243 – 5029/5809Fax : (033) : 2248– 4787Mail id – [email protected]

Corporate Information

CONTENTS

1 No�ce

7 Directors' Report

10 Corporate Governance Report

22 Management Discussion and

Analysis

23 Extract of the Annual Return

32 Secretarial Audit Report

34 Independent Auditors' Report

40 Balance Sheet

41 Statement of Profit & Loss

42 Cash Flow Statement

44 Notes to the Financial Statements

1Annual Report 2015-16

NOTICE TO MEMBERS

NOTICE is hereby given that the 68th Annual General Mee ng of the Company will be held at Munroe Auditorium, “A.G. TOWER”, 8TH Floor, 125/1, Park Street, Kolkata – 700 017., on Friday the 30th September, 2016 at 11:00 A.M. to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the audited financial statement of the Company for the period ended 31st March, 2016, the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Vijay Kumar Fatehpuria - (DIN : 00143895), who re res by rota on at this 68th Annual General Mee ng and being eligible has offered himself for re-appointment.

3. To appoint a Director in place of Mr. Prkash Khetan - (DIN : 01143678), who re res by rota on at this Annual General Mee ng and being eligible has offered himself for re-appointment.

4. To ra fy the appointment of the Auditors of the Company made at the 68th Annual General Mee ng and to fix their remunera on. In this connec on, to consider and if thought fit, to pass, the following resolu on as an ordinary resolu on:

“RESOLVED THAT pursuant to the provisions of Sec on 139 of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modifica ons or amendments or re- enactments thereof, for the me being in force) and pursuant to the recommenda on of the Audit Commi ee and of the Board of Directors, the appointment of Messrs. Saraf & Co. - Chartered Accountants (Registra on no. 312045E) be and are hereby ra fied for the financial year 2016-2017., at such remunera on to be mutually agreed between the Board of Directors of the Company and the Auditors.

SPECIAL BUSINESS:

5. Re-appointment of Mr. Kedar Nath Fatehpuria (DIN 00711971 ), as Chairman and Managing Director of the Company.

To Consider and if thought fit, to pass, the following resolu on as Special Resolu on.

“RESOLVED THAT pursuant to recommenda on of the Board Governance, Nomina on and Compensa on Commi ee, and approval of the Board and subject to the provisions of Sec ons 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifica on or re-enactment thereof) read with Schedule- V of the Companies Act, 2013 and Ar cle 191 of Ar cles of Associa on of the Company, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Kedar Nath Fatehpuria - (DIN: 00711971), - as Chairman & Managing Director for a further period from 30.10.2015 to 31.03.2017, upon the terms and condi ons as detailed in the explanatory statement a ached hereto, which is hereby approved and sanc oned with authority to the Board of Directors to alter and vary the terms and condi ons of the said re-appointment and / or agreement in such manner as may be agreed to between the Board of Directors and Mr. Kedar Nath Fatehpuria.

RESOLVED FURTHER THAT the remunera on payable to Mr. Kedar Nath Fatehpuria shall not exceed the overall ceiling of the total managerial remunera on as provided under Sec on 197 of the Companies Act, 2013 or such other limits as may be prescribed from me to me.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and wri ngs as may be required and to delegate all or any of its powers herein conferred to any Commi ee of Directors or Director(s) to give effect to the aforesaid resolu on.

6. To Consider and if thought fit, to pass, the following resolu on as ordinary resolu on :-

“RESOLVED THAT pursuant to the provisions of Sec ons 149 and 191 and all other provisions of the Companies Act, 2013 and the companies (Appointment and Qualifica on of Directors) Rules, 2014, (including any statutory modifica on(s) or re-enactment thereof for the me being in force) Mr. Mahesh Kumar Tibrewal - (DIN: 00987782), be and is hereby appointed as an Addi onal Director on 30.05.2016 pursuant to the provisions of sec on 161 (1) of the Companies Act,

NOTICE OF THE 68TH ANNUAL GENERAL MEETING

2 Annual Report 2015-16

Mar n Burn Limited

2013 and the Ar cles of Associa on of the Company and who holds office up to this Annual General Mee ng and in respect of whom the company has received a no ce in wri ng under Sec on 160 of the Companies Act, 2013 from a member proposing is candidature for the office of Director, be and is hereby appointed as a Director of the Company in independent capacity as an independent director for a period of 5 (five) years w.e.f. 30.05.2016 not liable to re re by rota on.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. A person can act as proxy on behalf of members not exceeding fi y (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effec ve, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the mee ng. A Proxy form is sent herewith.

3. Members/Proxies should bring the A endance Slip duly filled in for a ending the Mee ng and also their copy of the Annual Report.

4. The Register of Members and the Share Transfer Books of the Company will remain closed from 24thSeptember, 2016 to 30th September, 2016 (both days inclusive) for the purpose of the Annual General Mee ng of the Company.

5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Sec on 170 of the Companies Act, 2013 will be available for inspec on by the members at the Annual General Mee ng of the Company.

6. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Sec on 189 of the Companies Act, 2013 will be available for inspec on by the Members at the Annual General Mee ng of the Company.

7. The Members are requested to: (a) In mate change in their registered address, if any, to the Company’s Registrar and Share Transfer Agents, M/s. Maheshwari Datama cs Private Limited at 6, Mangoe Lane, 2nd floor, Kolkata - 700 001 email id : [email protected] respect of their holdings in physical form.

8. a) No fy immediately any change in their registered address to their Depository par cipants in respect of their holdings in electronic form.

(b) Register their email address and changes therein from me to me with M/s. Maheshwari Datama cs Private Limited vide mail id :[email protected] for shares held in physical form and with their respec ve Depository Par cipants for shares held in demat form.

9. In accordance with the provisions of Sec on 72 of the Companies Act, 2013, members are en tled to make nomina ons in respect of the Equity Shares held by them, in physical form. Members desirous of making nomina ons may procure the prescribed form from the Registrar & Share Transfer Agents, M/s. Maheshwari Datama cs Private Limited and have it duly filled and sent back to them.

10. Electronic copy of the Annual Report for 2015-16 is being sent to all Members whose email Ids are registered with the Depository Par cipants for communica on purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2015-16 is being sent in the permi ed mode.

11. Electronic copy of the No ce of the 68th Annual General Mee ng of the Company inter alia indica ng the process and manner of e-vo ng along with A endance Slip and Proxy Form is being sent to all the members whose email ids are registered with the Electronic copy of the No ce of the 68thAnnual General Mee ng of the Company inter alia indica ng the process and manner of e-vo ng along with A endance Slip and Proxy Form is being sent to all the members whose email ids are registered with the Company. Depository Par cipant(s) for communica on purposes unless any member has requested for a hard copy of the same. For Members who have not registered their email addresses, physical copies of the No ce of 68th Annual General Mee ng of the Company inter alia indica ng the process and manner of e-vo ng along with A endance Slip and Proxy Form is being sent in the permi ed mode.

Notice (Contd.)


12. The proposal for appointment for the other Independent Directors under the Companies Act, 2013 shall be taken up for approval of the Members of the Company as and when the tenure of their respec ve Directorships would expire at the Annual General Mee ngs following the forthcoming AGM of the Company

13. Details under Clause 49 of the Lis ng Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Mee ng are provided in the Corporate Governance Report. The Directors seeking appointment have furnished the requisite declara ons.

14. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office in Kolkata for inspec on during normal business hours on working days.

15. Even a er registering for e-communica on, members are en tled to receive such communica on in physical form, upon making a request for the same, by post free of cost. For any communica on, the members may also send requests to the Company’s investor email id: mar [email protected]

16. Mr. A.K. LABH, Prac cing Company Secretary – FCS-4848/CP. – 3238, has been appointed as the Scru nizer to scru nize the e-vo ng process in a fair and transparent manner.

17. The Company has entered into an arrangement with Na onal Securi es Depository Limited (NSDL) for facilita ng e-vo ng for AGM. The procedure with respect to e-vo ng is provided below: -

Commencing of e-vo ng end of e-vo ng

From 9.A.M. (IST) on 27th September, 2016 up to 5.00 P.M. (IST) on 29th September, 2016

18. The Explanatory Statement pursuant to Sec on 102 of the Companies Act, 2013, rela ng to the Special Business to be transacted at the ensuing Annual General Mee ng is annexed hereto and forms part of this No ce

Item No. 5.

Special Business

The Company is having one (1) Whole Time Directors i.e Mr. Kedar Nath Fatehpuria - (DIN : 00711992) on the Board of the Company.

Mr. Kedar Nath Fatehpuria, who was appointed Chairman and Managing Director by the members to hold office upto 31st March, 2017, his age of 76 years as on date and hence con nua on of his employment as Execu ve Chairman and Managing Director requires the approval of members by way of a special resolu on.

Sec on 196(3) of the Companies Act, 2013, inter alia, provides that no company shall con nue the employment of a person who has a ained the age of 76 years, as Chairman & Managing Director, Whole me director or Manager unless it is approved by the members by passing a special resolu on.

Keeping in view that Mr. Kedar Nath Fatehpuria has rich and varied experience in the Real Estate and construc on field and has been involved in the opera ons of the Company over a long period of me, it would be in the interest of the Company to con nue the employment of Mr. Kedar Nath Fatehpuria as Chairman and Managing Director designated as Chairman.

In terms of the Corporate Governance Guidelines of the Company and pursuant to the recommenda on of the Board Governance, Nomina on and Compensa on Commi ee, the Board of Directors of the Company passed a resolu on on 23rd November, 2015 approving re-appointment of Mr. Kedar Nath Fatehpuria, as Chairman and Managing Director (designated as “Chairman”) of the Company for a further period of 17 months with effect from October 30, 2015 to March 31, 2017. This is subject to the approval of the shareholders at this Annual General Mee ng

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Sec on 190 of the Companies Act, 2013.

Notice (Contd.)


Mar n Burn Limited

The details of remunera on payable to Mr. Kedar Nath Fatehpuria and the terms and condi ons of the re-appointment are given below:

i. Salary: ` 2, 00,000/- per month which is eligible for revision on a date to be determined by the Compensa on Commi ee.

ii. Special Allowance: N.A.

iii. Commission: The following commission will be calculated and payable every quarter on the quarterly net profits of the Company computed in accordance with the provisions of the Companies Act, 2013. The Commission payable on a quarterly basis shall be adjusted for performance of the Company as per method approved by the Board Governance, Nomina on and Compensa on Commi ee.

Period commission

30th October, 2015 to 31st March, 2017 1 % of the incremental net profits of the Company over this year

Perquisites:

The Execu ve Chairman shall be en tled to all the perquisites listed herein below in addi on to the salary and commission men oned above;

a. Housing:

The Company shall provide rent free furnished residen al accommoda on, with free gas, electricity and water as per Company policy. In case no accommoda on is provided by the Company, the Execu ve Chairman shall be en tled to such house rent allowance as may be decided by the Board of Directors from me to me subject however to a limit of 50% of his salary.

b. Medical Re-imbursement: Reimbursement of medical expenses incurred, including premium paid on health insurance policies, whether in India or abroad, for self and family including hospitalisa on, surgical charges, and nursing charges and domiciliary charges for self and for family.

c. Leave Travel Concession: For self and family every year incurred in accordance with the rules of the Company applicable to its senior managers.

d. Club Fees: Fees of clubs, subject to a maximum of three clubs.

e. Car Expenses : The Company shall provide a car with driver for business and personal use. In addi on, the Company shall also reimburse running and maintenance expenses of another car owned by, or leased/ rented to, the chairman for business and personal use.

f. Telephone facility at residence: Telephone facility shall be provided at the residence. All personal long distance calls shall be billed by the Company to the Chairman.

Other terms and condi ons:

a. In the event of absence or inadequacy of profits in any financial year during the tenure of the Chairman, salary and perquisites subject to the limits s pulated under Schedule V read with Sec on 196 and 197 of the Companies Act, 2013, are payable.

b. Leave with full pay and allowances shall be allowed as per the Company’s rules.

c. Reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company shall be allowed.

d. No si ng fees shall be paid to the Chairman for a ending the mee ngs of the Board of Directors or Commi ees thereof.

Notice (Contd.)


e. The Chairman shall not be liable to re re by rota on.

f. The perquisites as listed in Para (IV) above shall be valued as per the Income Tax Rules, 1962, as may be applicable.

Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Lis ng Agreement), are provided in the report on Corporate Governance.

Name of Director Mr. Kedar Nath FatehpuriaAge 76Date of Appointment : 04/03/1985Qualifica ons : B.ScExper se in specific func onal areas: Has 56 years of vast experience in Accounts, Finance, Taxa on,

Company Management, Real Estates and Construc on industry.Directorship in other Public Limited companies : NILManaging Director / Membership of the Commi ees NILNo. of Shares held in the Company. 2288521

Item no. 6

The Company has appointed one (1) Non-execu ve Independent Directors Mr. Mahesh Kumar Tibrewal (DIN: 00987782), w.e.f. 30.05.2016 on the Board of the Company as Addi onal Directors.

Pursuant to the provisions of Sec ons 149, 152 and any other applicable provisions, if any, of the Companies Act,2013 ("Act") read with Schedule IV to the Act and the Companies (Appointment and Qualifica on of Directors) Rules, 2014(including any statutory modifica on(s) or re-enactment thereof for the me being in force) and Clause 49 of the Lis ng Agreement, it is proposed to appoint these Directors as Independent Directors of the Company for a term of 5 (five) consecu ve years from 30th May, 2016 to 30th May, 2021.

The Company has received a declara on in wri ng from all the aforesaid Directors that they meet the criteria of independence as provided in sub-Sec on (6) of Sec on 149 of the Act and Clause 49 of the Lis ng Agreement.

In the opinion of the Board, the aforesaid Directors fulfil the criteria specified in the Companies Act, 2013 and rules made hereunder and Clause 49 of the Lis ng Agreement, for their appointments as an Independent Director of the Company.

The Company has received no ces in wri ng from members along with the deposit of the requisite amount under Sec on 160 of the Companies Act, 2013 proposing the candidatures of aforesaid Directors of the Company.

Accordingly, the Board recommends the resolu ons set out at Item Nos. 6 of the No ce, for the approval of the members of the Company.

Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Lis ng Agreement), are provided in the report on Corporate Governance.

Name of Director Shri Mahesh Kumar TibrewalDIN No. 00987782

Age 58Date of Appointment : 30.05.2016Qualifica ons : B. Com Exper se in specific func onal areas Experience in the Stock Marke ng Trading Shares &

Securi es, Finance & Accounts since 30 years & more.Directorship in other Public Limited companies : Nil Managing Director / Membership of the Commi ees NilNo. of Shares held in the Company. Nil

Notice (Contd.)


Mar n Burn Limited

PROCEDURE FOR E-VOTING

(i) Open the PDF file MARBU- e-Vo ng.pdf‟ a ached to the e-mail, using your Client ID / Folio No. as password. The PDF file contains your User ID and Password for e-vo ng. Please note that the Password provided in PDF is an „Ini al Password‟.

(ii) Open the internet browser and type the following URL: h ps://www.evo ng.nsdl.com

(iii) Click on Shareholder – Login

(iv) Put user ID and password as ini al password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your choice. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden al.

(vi) Home page of e-vo ng opens. Click on e-Vo ng: Ac ve Vo ng Cycles.

(vii) Select “EVEN” (E-vo ng Event Number) of MARTIN BURN LIMITED

(viii) Now you are ready for e-vo ng as Cast Vote page opens

(ix) Cast your vote by selec ng appropriate op on and click on “Submit” and also “Confirm” when prompted.

(x) Corporate and ins tu onal shareholders (companies, trusts, socie es etc.) are required to send a scanned copy (PDF / JPG format) of the relevant Board Resolu on / appropriate authorisa on, together with the a ested specimen signature(s) of the authorized signatory(ies) who are authorized to vote, to the Scru nizer via email at : [email protected], with a copy marked to evo [email protected].

I (a) In case of Members who receive the No ce by post.

(i) User ID and ini al password is provided in the admission slip for the AGM.

(ii) Please follow all steps from Sl. No. 1 to Sl. No. 6 above, to cast your vote.

II. Members already registered with NSDL for e-vo ng can use their exis ng user ID and password for Login.

III. In case of any queries, you may refer to the Frequently Asked Ques ons (FAQs) for shareholders and the e-vo ng user manual for shareholders available in the ‟Downloads‟ sec on of NSDL‟s e-vo ng website- h ps://www.evo ng.nsdl.com. You can also contact NSDL via email at e-vo ng@ nsdl.co.in.

IV. The vo ng rights shall be as per the number of equity share held by the Member(s) as on Friday, 23rd September, 2016. Members are eligible to cast vote electronically only if they are holding shares as on that date.

V. The Companies (Management and Administra on) Rules, 2014 provides that the electronic vo ng period shall be completed three days prior to the date of AGM. Accordingly, the vo ng period shall commence at 10.00 a.m. on Tuesday, 27th September, 2016 and will end at 5.00 p.m. on Thursday, 29th September, 2016. The e-vo ng module shall be disabled by NSDL at 5.00 p.m. on the same day.

VI. Shareholders who have already cast their votes through e-vo ng will not be en tled to par cipate in the vo ng process at the venue of the mee ng.

VII. The results shall be declared on or a er the AGM but not later than 24 hours form the conclusion of the AGM.

By Order of the Board of Directors For MARTIN BURN LIMITED

Sd/-K. N. FATEHPURIA

Place: Kolkata Chairman & Managing DirectorDate: 29.07.2016 DIN : 00711971

Notice (Contd.)


Dear Shareholders,Your Directors are pleased to present the 68th Annual Report together with Audited Statements of Accounts of the Company for the period ended 31st March, 2016.

FINANCIAL RESULTS (` In lakh)18 months period ended 31.03.2016

15 months period ended 30.09.2014

Profit before Interest, Deprecia on and Taxa on 184.10 152.67Less : Interest Expense 114.39 104.27Less : Deprecia on 34.93 29.15Profit /(Loss) before taxa on 134.78 19.25Add / (Less) :Provision for taxa on 35.09 8.23Profit /(Loss) a er taxa on 99.69 11.02Adjustment of taxa on for earlier year - (151.67)Profit/(Loss) a er adjustment previous year’s appropria on - (140.65)Unappropriated Profit brought forward from previous years 1042.96 1183.60Profit available for appropria ons 1142.65 1042.96Less : General Reserve 514.00 -Balance Carried forward to next year 628.65 1042.96

PERFORMANCE REVIEW & FUTURE OUTLOOKThe Company has earned a Post Tax Profit of ̀ 99.69 Lacs against the corresponding Profit ̀ 11.02 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 like nego a ng with the tenants for vaca ng the premises. Company is also in talks with financial ins tu ons for furnishing of the project.TRANSFER TO GENERAL RESERVESFor the year under review ` 5,14,00,000/- has been transferred to general reserve approved by the board members of the company.CHANGE IN FINANCIAL YEARIn compliance with the provisions of sec on 2(41) of the Companies Act, 2013 with regard to financial year, the Board of Directors decided to change the current Financial Year of the Company from 01.10.2014 to 31.03.2016., so as to align it with the requirements Act.DIVIDENDDirectors regret that they are unable to recommend any dividend on Equity Shares for the year under review.DIRECTORSIn accordance with the Provisions of Sec ons 149, 150 and 152 and rules made are thereunder Shri Prakash Khetan – (DIN : 01143678) - Independent Director and Shri Vijay Kumar Fatehpuria – (DIN : 001438895) – Non-Execu ve Director are hereby inducted in the Board as in Non-Execu ve and Independent capacity as per sec on 149 sub sec on (4) and 161 of the Companies Act, 2013, director who re res by rota on at this Annual General Mee ng and being eligible, offers himself for reappointment.Mr. Kedar Nath Fatehpuria, DIN - 00711971, Chairman & Managing Directorof the Company whose tenure of agreement 42 (forty two months) comes to an end on 29.10.2015, has been re-appointed by the Board of Directors, for a further period of 17 months w.e.f. 30.10.15, subject to approval of the shareholders of the Company at the forthcoming Annual General Mee ng.In accordance with the Provision of 149, 150 and 150 and any other applicable provisions and also read with schedule IV to Companies Act, 2013, Mr. Mahesh Kumar Tibrewal - DIN - 00987782 was appointed as an Addi onal Director, in independent capacity, vide the board mee ng held on 30.05.2016, Subject to approval of the shareholders of the Company at the forthcoming Annual General Mee ng.

Directors' Report


Mar n Burn Limited

Mr. Pawan Murarka has tended his resigna on from the Directorship of the Company with effect from 05.05.2016 due to his preoccupa on and inability to devote me to discharge his responsibili es. The board of Directors in their mee ng took note of the same and placed their apprecia on of the valuable contribu on made by him.DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirements of Sec on 134(1)(c) of the Companies Act, 2013 and on the basis of explana on and compliance cer ficate given by the execu ves of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from me to me, we state as under :a) that in the prepara on of the annual accounts, the applicable accoun ng standards had been followed along with

proper explana on rela ng to material departure;b) that the directors had selected such accoun ng policies and applied them consistently and made judgments and

es mates 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 profit of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es;

d) that the directors had prepared the annual accounts on a going concern basis;e) that the directors had laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and were opera ng effec vely; andf) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and opera ng effec vely.KEY MANAGERIAL PERSONNELMr. Kedar Nath Fatehpuria - Whole-Time Director of the Company has been re-appointed as Chairman & Managing director, w.e.f. 30.10.15, for a further period of subject to approval of the shareholders. The other Key Managerial Personnel of the Company are Mr. Tapas Kumar Roy - Chief Financial Officer (C.F.O.) appointed w.e.f. 07.03.2016. The remunera on and other details of the Key Managerial Personnel for the period ended 31.03.2016, are provided in the extract of the Annual Return in MGT-9 which forms part of this Directors’ Report.DEMATERIALISATION OF SHARES:Despite several requests to the shareholders s ll through no ce for dematerializa on of the total shares, 11.28% of shares are in physical form.We are further reques ng and advised to all physical shareholders to dematerialize their shares to avoid the risk associated with the physical holding of share cer ficates and also for facilita ng easy liquidity for shares.Management Discussion & Analysis The Management’s Discussion and Analysis Report as required under the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 is forming a part of this report and gives the state of affairs of the business of the Company (Annexure - B).Internal Financial ControlThe company has an effec ve internal control system with reference to financial statements. The Audit commi ee of the board of directors reviews the adequacy and effec veness of the internal control system. The company’s internal control system in commensurate with its size scale and complexi es of its opera ons.CONTRACT AND ARRANGEMENTS WITH RELATED PARTIESThe company has not entered into any contracts / arrangements with the related par es as defined under sec on 88 of the companies act, 2013, during the period under review.PUBLIC DEPOSITThe Company has no outstanding Public Deposit during the period ended 31.03.2016. The company has not accepted nor renewed any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Directors' Report (Contd.)


HUMAN RESOURCESOne of the key success factors for the sustainable growth of the organiza on has been our employees. The Company firmly believes that human resources and knowledge capital are vital for business success and crea ng value for the stakeholders.Statutory Auditors.M/s. Saraf & Co. – Chartered Accountants (Registra on Number – 312045E) Statutory Auditors of the Company hold office ll the conclusion of the ensuring the 68th Annual General Mee ng and are eligible for re-appointment. They have expressed their willingness to con nue as statutory auditors of the company, if so appointed by the members. You company has received the consent and cer ficates from M/s. Saraf & Co. - Chartered Accountants to the effect that their re-appointment if made, would be within in limits prescribed under sec on 139 of the companies act, 2013 read with rules and not disqualified for re-appointment within the meaning of sec on 139 of the companies act, 2013. There are no qualifica ons, observa ons or adverse remarks or disclaimer made by the Auditors in their Report.Secretarial Auditor M/s Rajesh Kumar Shaw & Co., Prac cing Company Secretary - M. No. 31946 has been appointed as the Secretarial Auditor of the Company in accordance with the provisions of sec on 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is annexed as (Annexure-D). There are no qualifica ons or observa ons or remarks made by the Secretarial Auditor in his Report.CORPORATE GOVERANCE REPORTYour Company reaffirms its commitment to Corporate Governance and is fully compliant with the condi ons of Corporate Governance s pulated in Annexure Part of Annual Report pursuant to Regula ons 34(3) of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015. A separate sec on of disclosure on Corporate Governance and a Cer ficate from the firm of Statutory Auditor of the Companies dated 30.06.2016 in this regard is annexed herewith and forms a part of the Report (Annexure - A).EXTRACT OF ANNUAL RETURN An extract of the Annual Return as provided under Sec on 92(3) of the Companies Act, 2013 read with the relevant Rule thereto is given in the annexure marked MGT- 9 which is a ached to this Report as (Annexure-C).MANAGERIAL REMUNERATION The informa on required pursuant to Sec on 197(12) read with Rule 5(1) of The Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014 in respect of employees of the Company is men oned here as Annexure sheet and details in the MGT – 9 and forms a part of the Directors’ Report.LISTINGThe Company’s shares are listed at The Calcu a Stock Exchange Associa on Ltd., The Bombay Stock Exchange Ltd., For delis ng from Calcu a Stock Exchange Associa on Ltd. is now under process for closure of trading.Trading in – The Bombay Stock Exchange Ltd. – MumbaiBSE SCRIP CODE – 523566 CODE – MARBU.ACKNOWLEDGEMENTThe Directors wish to place on record, their sincere apprecia on for the con nued support and co-opera on extended to the Company by Investors, various departments of the Central and the State Government, Banks and Financial ins tu ons, various governmental regulatory authori es, customers, suppliers and employees of all levels.Registered Office: On behalf of the Board“MARTIN BURN HOUSE” For MARTIN BURN LIMITED1, R.N. Mukherjee RoadKolkata – 700 001. K.N. FATEHPURIAPhone no : 033-2230-3371/3022-5780/81 Chairman & Managing DirectorEmail id : mar [email protected] : Kolkata SUNIL FATEHPURIADate : 07.07.2016 Non-Execu ve Director

Directors' Report (Contd.)


Mar n Burn Limited

As required by Clause 49 of the Lis ng Agreement with the Stock Exchanges, a report on Corporate Governance in the prescribed format is given below:

A. MANDATORY REQUIREMENTS

1. Company’s philosophy on Code of Governance:

Good Governance is an integral part of the Company’s business prac ces based on the philosophy of Trusteeship. The core value of the Company’s business prac ces are derived from the four pillars of Trusteeship, i.e. transparency, adequate disclosure, fairness to all and independent monitoring and supervision. The strong internal control systems and procedures, risk assessment and mi ga on procedures and code of conduct for observance by the Company’s directors and employees are conducive in achieving good Corporate Governance prac ces in the Company.

2. Board of Directors.

The Board as on 31st March, 2016 comprises of Eight (8) Directors out of which four (4) Directors are Non-Execu ve Directors including a Woman Director and one (1) Director is Whole- me Director and also two (2) Directors are Non-Execu ve, who is responsible for the day-to-day management of the Company subject to the supervision, direc on and control of the Board of Directors. The Chairman and Vice Chairperson of the Company are Non-Execu ve Directors. Out of eight Directors, four Directors are Independent Directors comprises half of the total strength of the Board.

The Non-Execu ve Directors are eminent and experienced persons in their respec ve fields of industry, finance, real estate industries and laws as on 31.03.2016.

Sl.No.

Name of Director Execu ve/Non Execu ve / Independent/ Promoter

No. of outside Directorship in Public Limited Companies *

Membership held in Commi ee of

Directors

Chairmanship held in Commi ee of

Directors #1. Shri Kedar Nath Fatehpuria

DIN 00711971Chairman & Managing Director / Promoter - - -

2. Shri Sunil Fatehpruria DIN 01742208

Director / Non-Execu ve / Promoter - - -

3. Shri Vijay Kumar FatehpuriaDIN 01143895

Director / Non-Execu ve / Promoter 1 - -

4 Smt. Sarika FatehpuriaDIN 03570828

Non-Execu ve Director - - -

5. Shri Ram Karan TiwariDIN 00225105

Non-Execu ve Independent Director 1 3 2

6. Shri Hansraj Bisandayalji Poddar DIN 06453113

Non-Execu ve Independent Director - 2 -

7 Shri Prakash KhetanDIN 01143678

Non-Execu ve Independent Director 1 3 1

8 Shri Pawan MurarkaDIN 01690111(Resigned w.e.f. 05.05.2016)

Non-Execu ve Independent Director - 2 -

Corporate Governance Report (Annexure 'A' to Directors' Report)


3. Number of Board Mee ngs and A endance Record of Directors

The Board meets at least once in a quarter to consider amongst other business, the performance of the Company and financial results. The par culars of Board Mee ngs held during the financial years 2015-16 as well as a endance of Directors at the Board Mee ngs and the last AGM are given here below.

Number of Board Mee ngs held during 2015-16 : (18 months)

Sl. No.

Date of Board Mee ng Sl.No.

Date of Board Mee ng

1 25.11.2014 9 21.09.20152 14.02.2015 10 30.09.20153 21.02.2015 11 09.11.20154 09.03.2015 12 23.11.20155 29.04.2015 13 11.02.20166 11.05.2015 14 22.02.20167 22.06.2015 15 07.03.20168 30.07.2015

A endance Record of Board of DirectorsName of the Director Number of Board

Mee ngs heldNumber of Board

Mee ngs a endedWhether a ended last

AGM held on.Shri Kedar Nath FatehpuriaChairman & Managing Director / Promoter

15 15 Yes

Shri Sunil Fatehpruria Director / Non-Execu ve / Promoter

15 15 Yes

Shri Vijay Kumar FatehpuriaDirector / Non-Execu ve / Promoter

15 13 No

Smt. Sarika FatehpuriaDirector / Non-Execu ve / Promoter

15 10 Yes

Shri Ram Karan TiwariNon-Execu ve Independent Director

15 13 Yes

Shri Hansraj Bisandayalji Poddar Non-Execu ve Independent Director

15 7 Yes

Shri Prakash Khetan Non-Execu ve Independent Director

15 10 Yes

Shri Pawan Kumar Murarka Non-Execu ve Independent Director(Resigned w.e.f. 05.05.2016)

15 5 No

4. Mee ng of Independent Directors and A endance Record.

Independent Directors to meet at least once in a year to deal with ma ers listed out in Regula on 25 of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 and Schedule IV to the Companies Act, 2013 which inter-alia includes, review the performance of non-independent directors, chairman and the Board as a whole and assess the quality, quan ty and meliness of flow of informa on between the Management and the Board that is necessary to perform the du es by the Board of Directors.

Corporate Governance Report (Contd.)


Mar n Burn Limited

Name of the Director Number of Mee ng held Number of Mee ng a ended

Shri Ram Karan TiwariNon-Execu ve Independent Director

1 1

Shri Pawan MurarkaNon-Execu ve Independent Director(Resigned w.e.f. 05.05.2016)

1 1


1 -

Shri Prakash KhetanNon-Execu ve Independent Director

1 1

Notes

1. Board mee ng are held at the Corporate Office of the Company. The Agenda along with explanatory notes are sent in advance to the Directors to get their input in the discussion. The informa on as specified in Annexure- IA to Clause 49 of the Lis ng Agreement entered into with the Stock Exchange is regularly made available to the Board whenever applicable.

2. The Board periodically reviews compliance reports of all laws applicable to the Company. Steps are taken by the Company to rec fy instances of non-compliance, if any.

5. Brief resumes of the Directors proposed to be appointed/re-appointed Shri Kedar Nath Fatehpuria – Chairman & Managing Director, Shri Vijay Kumar Fatehpuria –Non-Execu ve Director and Shri Prakash Khetan – Non- Execu ve Independent Director.

Name of Director Shri Kedar Nath Fatehpuria ***

Shri Vijay Kumar Fatehpuria

Shri Prakash Kehtan

Age 76 60 44Date of Appointment : 04/03/1985 16/10/1986 14/02/2015Qualifica ons : B.SC B.COM (HONS.) B.COMExper se in specific func onal areas: Has 56 years of vast

experience in Accounts, Finance, Taxa on,

Company Management, Real Estates and

Construc on industry.

Has vast experience of about 36 years in the field of Finance,

Accounts and Real Estate, Construc on Management

Development.

Exper se in Construc on and Real Estate Business

Development with Accounts & finance field.

Directorship in other Public Limited companies :

- Mar n Burn Construc on Ltd.

-

Managing Director / Membership of the Commi ees

Nil Nil Nil

No. of Shares held in the Company. 2288521 Nil NilGross Salary (includes perquisites & others remunera on).

` 2,00,000/-Per month

- -

***Resolu on is passed by the board in their mee ng held on 23.11.2015; and special resolu on passed by the board through no ce along with annexure of Explanatory Statement pursuant to sec on 102 of the Companies Act, 2013 is a ached in the no ce.



Brief resumes of the Directors proposed to be appointed:-Name of Director Shri Mahesh Kumar Tibrewal

DIN No. 01690111Age 58Date of Appointment : 30.05.2016Qualifica ons : B. Com Exper se in specific func onal areas Experience in the Stock Marke ng Trading Shares & Securi es,

Finance & Accounts since 30 years & more.Directorship in other Public Limited companies : Nil Managing Director / Membership of the Commi ees NilNo. of Shares held in the Company.

Nil

6. Code of Conduct

The Company has always encouraged and supported ethical business prac ces in personal and corporate behavior by its directors and employees. The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company. All members of the Board of Directors and Senior Management personnel affirm on annual basis the compliance of the code of conduct. In addi on to that a “Code of Conduct for dealing in equity shares and other listed securi es of the Company” is also in place.

7. Audit Commi ee

The Board of Directors has cons tuted an Audit Commi ee of Directors and empowered the Commi ee to deal with all such ma ers which it may consider appropriate to perform as audit commi ee including items specified in Sec on 177(4) of the Companies Act, 2013 (as may be modified/amended from me to me), items specified in Part C of Schedule II in the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 under the head role of audit commi ee (as may be modified/amended from me to me) and such ma ers as may be assigned from me to me by the Board of Directors.

The Commi ee in addi on to other business, reviews the quarterly (unaudited) financial results, annual financial statements and auditors’ report thereon, compliance of lis ng and other legal requirements rela ng to financial statement, audit statement before submi ng to the Board of Directors, review internal financial control and procedures, internal control system and procedure and their adequacy, risk management, related party transac on, audit programmer, nature and scope of audit programmer, appointment, remunera on and terms of appointment of auditors, approval of payment to statutory auditors for other services. The Commi ee consists of four Independent Directors and a endance of each Commi ee Member is as under: The Commi ee has met 6 (six) mes during the year and the me gap between two mee ngs are not more than four months. Details of Commi ee Mee ngs held during the period 01.10.2014 to 31.03.2016 are as under:-

Name of the Commi ee Members 25.11.14 14.02.2015 29.04.2015 30.07.2015 09.11.2015 11.02.2016Shri Ram Karan Tiwari (chairman)Non-Execu ve Independent Director

Yes Yes Yes Yes Yes Yes


Yes No Yes No Yes Yes


Yes Yes Yes Yes Yes Yes

Shri Pawan MurarkaNon-Execu ve Independent Director(Resigned w.e.f. 05.05.2016)

No Yes Yes No Yes No



Mar n Burn Limited

The Commi ee acts as a link between the management, auditors and the Board of Directors of the Company and has full access to financial informa on. Besides the Commi ee members, Whole- me Director, Non-execu ve Director, Chief Financial Officer and other representa ves of the firms of Statutory Auditors and Internal Auditors were also present at the mee ngs to answer the queries raised by the Commi ee Members.

(a) Func ons of the Audit Commi ee

The terms of reference of the Audit Commi ee inter alia includes:

1. To oversight of the Company’s financial repor ng process and the disclosure of its financial informa on to ensure that the financial statement is correct, sufficient and credible.

2. To recommend to the Board, the appointment, re-appointment, terms of appointment, replacement or removal and remunera on of the auditors.

3. To examine the Financial Statements and Auditors’ Report thereon.

4. To review, with the management, the quarterly financial statements before submission to the board for approval.

5. To approve the payment to statutory auditors for any other services rendered by the statutory auditors.

6. To review, with the management, the annual financial statements before submission to the board for approval, with par cular reference to:

a. Ma ers required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of sub-sec on 3 of Sec on 134 of the Companies Act, 2013.

b. Changes, if any, in accoun ng policies and prac ces and reasons for the same.

c. Major accoun ng entries involving es mates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with lis ng and other legal requirements rela ng to financial statements.

f. Disclosure of any related party transac ons.

g. Qualifica on the dra audit report.

7. To review, with the management and monitor the auditor’s independence and performance of statutory and internal auditors, adequacy of the internal control systems and effec veness of audit process.

8. To scrunize inter-corporate loans and investments, if any.

9. To valuate of undertakings or assets of the Company, wherever it is necessary.

10. To evaluate the internal financial controls and risk management systems.

11. To monitor the end use of funds raised through public offers and related ma ers, if any.

12. To review the adequacy of internal audit func on, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, repor ng structure coverage and frequency of internal audit.

14. To discus with internal auditors any significant findings and follow up there on.

15. To review the findings of any internal inves ga on by the internal auditors into manners where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and repor ng the ma er to the board.

16. To call for comments of the auditors about internal control systems, scope of audit, including the observa ons of the auditors and review of financial statement before their submission to the Board and discuss any related issues



with the internal and statutory auditors and the management of the Company.

17. To give an op on to the Auditors and the Key Managerial Person of the Company to be heard at the Audit Commi ee Mee ng while considering the Auditors’ Report.

18. To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

19. To look into the reasons for sustain defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

20. To approve the appointment of CFO (i.e., the whole me Finance Officer or any other person heading the finance func on or discharging that func on) are assessing the qualifica ons, experience & background, etc. of the candidate.

21. To establish a Vigil Mechanism for the directors and employees of the Company to report genuine concerns in certain members. The Mechanism shall provide adequate safeguard against vic miza on of persons who use the mechanism. The Chairman of the Audit Commi ee shall be easily available for the same.

22. To carry out any other func on as is men oned in the terms of reference of the Audit Commi ee from me to me.

8. Nomina on and Remunera on Commi ee of Directors

The Board of Directors has cons tuted a Nomina on and Remunera on Commi ee of Directors. The role of the Commi ee is to perform all such ma ers as prescribed under the Companies Act, 2013 and Schedule II - Part D about Role of Nomina on and Remunera on Commi ee of Directors under the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure).

Requirements) Regula ons, 2015, which inter-alia includes - recommenda on to Board of Directors, the remunera on policy for the Company, formula on of criteria for performance evalua on of directors, Board and Commi ee, appointment of Director, appointment and remunera on of Whole- me Director and Key Managerial Personnel. The Commi ee will also deal with ma ers as may be assigned from me to me by the Board of Directors

The Commi ee has formulated a guiding policy on remunera on for its Directors, Key Managerial Personnel and employees of the Company. The Commi ee has devised uniform performance evalua on criteria for directors including independent directors. The Commi ee consists of three Independent Directors and a endance of each Commi ee Member is as under:

9. Details of remunera on paid to the Execu ve Directors/Non Execu ve Director during the period from 01.10.2014 to 31.03.2016.

Name of Commi ee Member No. of Mee ngs held No. of Mee ngs a endedShri Ram Karan TiwariNon-Execu ve Independent Director

1 1

Smt. Pawan Murarka (Chairman) Non-Execu ve Independent Director(Resigned w.e.f. 05.05.2016)

1 1


1 –


1 1

No si ng fees were paid to any Directors for a ending the mee ngs of the Board of Directors of the Company or any Commi ee thereof.



Mar n Burn Limited

• Shares / Conver ble Instruments held by Non-Execu ve Directors as on 31.03.2016.

Name of Non-Execu ve Directors No. of Shares of the Company Conver ble InstrumentsShri Ram Karan Tiwari Nil NilShri Hansraj Bisandayalji Poddar Nil NilShri Prakash Khaitan Nil NilShri Pawan Murarka Nil Nil

10. Stakeholders’ Rela onship/Grievance Commi ee of Directors The Board of Directors has cons tuted a Stakeholders’ Rela onship / Grievance Commi ee of Directors. The role of

the commi ee is to consider and resolve the grievances of security holders and perform such roles as may require under the Companies Act, 2013 and the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015. Con nuous efforts are made to ensure that grievances are expedi ously redressed to the sa sfac on of investors.

A status report of shareholders complaints and redressal thereof is prepared and placed before Stakeholders’ Rela onship/Grievance Commi ee of Directors. Mr. Vikash Dinodia is the Compliance Officer and Execu ve Officer the shareholders/investors can send shares/debentures related complaints, if any, through e-mail Id:- mar [email protected] designated exclusively for this purpose. The Commi ee consists of 4 Directors and the a endance of each commi ee member is as under:

The Commi ee met 14 mes in Rela onship/Grievance Commi ee under the Chairmanship of Shri Ram Karan Tiwari on 31.03.2016

Name of Commi ee Member No. of Mee ngs held No. of Mee ngs a endedShri Prakash Khetan (Chairman) 14 14Shri Hansraj Bisandayalji Poddar 14 6Shri Ram Karan Tiwari 14 14Shri Pawan Murarka 14 5

11. Status of Shareholders’/Investors’ Complaints for the period 01.10.2014 to 31.03.2016.

Nature of complaint No. of complaints received

No. of complaints resolved

No. of pending complaints

Exchange of Share Cer ficates 8 8 0Dividend 4 4 0Others 5 5 0Transfer of Shares/ Transmission 6 6 0

Total 23 23 0

The Company maintains an exclusive e-mail id mar [email protected] or [email protected] to enable the investors to lodge their complaints/grievances, if any.

12. General Body Mee ngs.

The last three (3) Annual General Mee ngs of the Company were held as under:

Year Loca on Date Time2013-14 “Kala Kunj” 48, Shakespeare Sarani, Kolkata – 700 017. 25.03.2015 11.00 A.M.2012-13 “Kala Kunj” 48, Shakespeare Sarani, Kolkata – 700 017. 21.12.2013 10.00 A.M.2011-12 “Kala Kunj” 48, Shakespeare Sarani, Kolkata – 700 017. 08.09.2012 11.00 A.M.

No special resolu on was passed through postal ballot in the last year. No special resolu on requiring postal ballot is being proposed at the ensuing AGM



13. Disclosure Related party transac ons There are no materially significant related party transac ons, i.e. transac ons of the Company of material in nature

with its Promoters, Directors or the management or rela ves etc. that may have poten al conflict with the interests of the Company at large. A statement in summary form of transac ons with related par es in the ordinary course of business is placed periodically before the Audit Commi ee. The pricing of all the transac ons with the related par es were on an arm’s length basis.

• The Company follows Accoun ng Standards issued by the Ins tute of Chartered Accountants of India and in the prepare on of financial statements, the Company has not adopted a treatment different from that prescribed in an Accoun ng Standard.

• The Company has complied with all the requirements of the Lis ng Agreement with the Stock Exchanges as well as regula ons and guidelines of SEBI. No strictures or penalty were imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any manner related to capital markets during the last three years.

• The Company does not have any Subsidiary. • The risk assessment and minimisa on procedures are in place and the Board is regularly informed by the Senior

Execu ves about the business risks, if any occurs, and the steps taken to mi gate the same. Whistle Blower Policy The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to

promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy broadly cover instances of unethical behavior, actual or suspected fraud or viola on of the Company’s Code of Conduct, altera on of documents, fraudulent financial repor ng, misappropria on/misuse of Company’s assets, manipula on of Company’s data, pilferage of proprietary informa on, abuse of authority, etc.

In terms of clause 49(IV) (F) (ii) of the Lis ng Agreement, the senior management has disclosed to the Board that they have no personal interest in the material, financial and commercial transac ons of the Company that may have poten al conflict with the interest of the Company at large.

Code of Conduct The Company has always encouraged and supported ethical business prac ces in personal and corporate behavior by

its directors and employees. The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company. All members of the Board of Directors and Senior Management personnel affirm on annual basis the compliance of the code of conduct. In addi on to that a “Code of Conduct for dealing in equity shares and other listed securi es of the Company” is also in place. The Code of Conduct is available on the website of the Company

Any Non-compliance, Penal es or Strictures Imposed There has been no non-compliance by the Company nor were any penal es imposed or strictures passed against the

Company by the Stock Exchanges, Securi es and Exchange Board of India or any other statutory authority on any ma er related to capital market in the last three years.

Review of Directors’ Responsibility Statement The Board in its report has confirmed that the annual accounts for the period 01.10.2014 to 31.03.2016., have been

prepared as per applicable accoun ng standards and policies and that sufficient care has been taken for maintaining adequate accoun ng records.

14. Means of Communica on

The unaudited financial results of the Company for each quarter are placed before the Board of Directors within s pulated me. The quarterly financial results of the Company are published in Business Standard (all edi ons) & Danik Lipi (W.B. edi on). The Company has not made any presenta on to ins tu onal investors or analyst “Business Standard” and in a local vernacular newspaper - “Dainik Lipi” widely circulated in the state of West Bengal.



Mar n Burn Limited

15. General Shareholder Informa on:

i) Annual General Mee ng

68th A.G.M. to be held on Friday, 30th September, 2016 at 11.00 A.M at “Munroe Auditorium, “A.G. TOWER”, 8TH Floor, 125/1 Park Street, Kolkata – 700 017.

ii) Financial Calendar : 2016-2017 (Tenta ve): Results for the 1st Quarter ending (unaudited) June 30, 2016. – by 13th August, 2016. Results for the 2nd quarter ending (unaudited) September 30, 2016, – by 15th November, 2016. Results for the 3rd quarter ending (unaudited) December, 2016. – By 15th January, 2017. Results for the year ending (Audited) March 31, 2017. – by 30th May, 2017. Next year Annual General Mee ng - September, 2017.

iii) Book Closure The Register of Members and Share Transfer Register will remain closed from 24th September, 2016 to 30th

September, 2016 (both days inclusive).

iv) Lis ng of Equity Shares A. Bombay Stock Exchange Ltd.- Script code – 523566 Script name - MARBU Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. Annual Lis ng Fee has been paid up to period March 31, 2016 to The Bombay Stock Exchange Ltd.

B. Calcu a Stock Exchange Limited. The Company has made the applica on for delis ng of its shares from Calcu a Stock Exchange subject to

approval for is awaited.

Stock Market Price data for the period 01.10.2014 to 31.03.2016Month High (`) Low (`) Volume of Shares Traded

October, 2014 17.40 15.40 759November, 2014 20.00 16.00 990December, 2014 21.70 16.90 907January, 2015 19.30 15.65 2373February, 2015 19.15 16.75 1858March, 2015 19.75 13.85 7607April, 2015 13.78 13.20 3294May, 2015 18.90 16.30 2778June, 2015 18.75 15.60 3092July, 2015 19.40 16.45 2145August, 2015 19.50 15.15 4069September, 2015 15.55 12.90 928October, 2015 13.02 12.00 492November, 2015 13.30 11.47 214December, 2015 17.29 13.96 2182January, 2016 22.45 18.15 1351February, 2016 25.30 21.75 2221March, 2016 20.00 15.00 1057



Share price performance compared with broad based indices

Company Share Price as on BSE1st October, 2014 17.4031st March, 2016 20.00Change 14.94%Indices1st October, 2014 26,56831st March, 2016 27,165Change -2.25%

vii) Name and Address of the Registrar and Share Transfer Agent (RTA) M/s. Maheshwari Datama cs Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata – 700 001. Phone: 033 2243 5029/5809 Fax: 033 2248 4787. Email: [email protected] / [email protected].

viii) Share Transfer System

All shares sent for transfer in physical form are registered by the Registrar and Share Transfer Agents within 15 days of the lodgment, if documents are found in order. Shares under objec on are returned within one week. During the period 01.10.14 to 31.03.2016 (18 months) 9 cases of Share Transfer Deeds comprising of 650 shares were received for physical transfer and 6 cases of share transfer deeds comprising of 150 shares were received for transmission of shares.

ix) Shareholding Pa ern as on 31.03.2016.

Share Holding Number of Shareholders % of Shareholders No. of Shares % of Shares1 to 500 8786 96.1585 568206 11.025501 to 1000 188 2.0576 142075 2.7561001 to 2000 86 0.9412 126472 2.4532001 to 3000 30 0.3283 74122 1.4383001 to 4000 7 0.0766 25550 0.4954001 to 5000 3 0.0328 14190 0.2755001 to 10000 6 0.0657 44925 0.87110001 & above 31 0.3393 4158319 80.68Grand Total 9137 100.00 5153859 100.00



Mar n Burn Limited

x) Summary report of Shareholding as on 31.03.2016

Par culars Shareholders No. of Shares % of Share HoldingsNo. %

Physical 6767 74.06 581692 11.28NSDL 1594 17.45 3990699 77.43CDSL 776 8.49 581468 11.29Total 9137 100.00 5153859 100.00

Dematerializa on of Shares and Liquidity: 88.72% of Equity Shares have been dematerialised as on 31st March, 2016. Trading in shares of Mar n Burn Limited

is available in dematerialised form.

Share Transfer System : Share Transfer System is explained in Share Transfer Commi ee of Directors.

Outstanding ADRs, GDRs, Warrants or any conver ble instruments, conversion date and impact on equity. Your Company has not issued any ADRs, GDRs, Warrants or any conver ble instruments.

Disclosures Requirements : The Company has complied with all the mandatory requirements specified in Regula ons 17 to 27 and clauses (b)

Discre onary Requirements. i) The Board – At present, there is no separate office in the Company for use of Chairman nor any expenditure

reimbursed in performance of his duty. ii) Shareholders Rights – Half yearly financial results including summary of the significant events are presently not

being sent to shareholders of the Company. iii) Audit Qualifica ons – There is no audit qualifica on. Every endeavor is made to make the financial statements

without qualifica on. iv) Separate posts of Chairman and Chief Financial Officer – The Chairman of the Company is a Non-Execu ve

Director and as well as Whole- me Director of the Company and Chief financial officer is also appointed on during this year.

16. Cer ficate

The Company has obtained Cer ficate from M/s. Saraf & Co. - Statutory Auditor - Firm Regn. No. : 312045E, 1, R. N. Mukherjee Road, Mar n Burn House, Kolkata - 700 001, Phone : (033) 2248 2923, Mail ID : [email protected] regarding the Auditors’ Cer ficate on the Company’s compliance of condi ons on Corporate Governance is a ached.

On behalf of the Board For MARTIN BURN LIMITED

KEDAR NATH FATEHPURIAChairman & Managing Director

Place : Kolkata SUNIL FATEHPURIADate : 30.06.2016 Non-Execu ve Director



CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To The members ofMARTIN BURN LTD.CIN : L51109WB1946PLC013641

We have examined the compliance of condi ons of Corporate Governance by Mar n Bun Limited (‘the Company’), for the year ended on 31st March, 2016,(18 months period) as s pulated in Clause 49 of the Lis ng Agreement of the said Company with relevant Stock Exchanges (upto 30th November 2015) / Chapter IV of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 (effec ve from 1st December 2015). The compliance of condi ons of Corporate Governance is the responsibility of the management. Our examina on was limited to a review of the procedures and implementa on thereof, adopted by the Company for ensuring the compliance with the condi ons of the Corporate Governance as s pulated.

It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our informa on and according to the explana ons given to us, we cer fy that the Company has complied with the condi ons of Corporate Governance as s pulated in the Lis ng Agreement with relevant Stock Exchanges / the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015.

The company does not have any company secretary in terms of sec on 203A of the Companies Act, 2013.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effec veness with which the management has conducted the affairs of the Company.

For Saraf & Co.Chartered Accountants

Firm Registra on : 312045ESd/-

Place : KOLKATA (D.P. SARAF)Date : 08.07.2016 Membership No. 050505


DECLARATION ON COMPLIANCE OF THE COMPANY’S CODE OF CONDUCTAll the members of the Board and Senior Management Personnel of the Company have affirmed due observance of the Code of Conduct, framed pursuant to Regula on 26(3) of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, in so far as it is applicable to them and there is no non-compliance thereof during the year ended 31st March, 2016.

For MARTIN BUR LIMITED

Registered Office :“Mar n Burn House” Kedar Nath Fatehpuria Sunil Fatehpuria1, R. N. Mukherjee Road Chairman & Managing Director Non-Execu ve DirectorKolkata – 700 001 (DIN : 00711971) (DIN : 01742208)Date : 30.06.2016


Mar n Burn Limited

Forward looking statementsThe report contains forward-looking statements, iden fied by words like ‘plans’, ‘expects’, ‘will and so on. All statements that address expecta ons or projec ons about the future are forward looking statements. Since these are based on certain assump ons and expecta ons of future events, the Company cannot guarantee that these are accurate or will be realized. The Company’s actual results, performance or achievements could thus differ from those projected in any forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, informa on or events. In many advanced and emerging market economies, structural reforms are urgently needed to close infrastructure gaps, strengthen produc vity, and li poten al growth.OutlookIn past few years Indian Economy witnessed slowdown across various sectors. Both the domes c and global economic situa ons have been very vola le and challenging. To survive in these mes of uncertainty an organiza on has to adapt and adopt new ways to manage business. The government has provided signals of moving along development agenda that will push for reforms that were so far le on the back burner and are much needed to revitalize the economy. The Company has been con nuously striving to achieve success in opera ng in the one segment i.e. Infra & Construc on Real Estate ac vi es.The Company believes that demand condi ons in the real estate sector are exhibi ng early signs of improvement and the Management is posi ve that the Company will be able to achieve be er growth than previous year by execu ng its real estate development and other opera ons and taking advantage of poten al revival in economic growth and its resultant posi ve effects on the real estate sector over the medium term. The Company shall con nue to strive to acquire new projects to increase sales and profit of the Company.Opportuni es and ThreatsThe Company’s long term view on the Infra and Real Estate Segment is posi ve due to increasing urbaniza on, favourable demographics, and growth of the service sector and rising income are s ll intact. The Company con nuously endeavoured the processes based upon the for specific area and/or loca on which will enabling the Company to achieve be er result in delivering quality to each of our project as well as customers. At Excel, we strive to build long term rela onships with our clients. The focus on winning fresh clients across geographies where we can serve on the strength of our core competencies and on the basis of our track record of delivery and posi ve client references is ongoingRisk and ConcernRisk Management is an important business aspect in the current economic environment and its objec ve is to the Company has a robust Risk Management Policy and

Procedure in place for effec ve iden fica on and monitoring of risks and implementa on of mi ga on plans. The Risk Management Commi ee reviews and monitors the iden fied risks and mi ga on plans at regular interval. Some of the risks iden fied and analysed by the Management are as under:-The Company has an adequate system of internal controls commensurate with its size and nature of opera ons to provide reasonable assurance that all assets are safeguarded, transac ons are authorized, recorded and reported properly and applicable statues, codes of conducts and corporate policies are duly complied with.Internal Control and SystemThe company has adequate system of internal controls and necessary checks and balances are introduced / strengthened so as to ensure :-1. That its assets are safeguarded and protected against

losses.2. That all transac ons are authorized, recorded and

reported properly.That accoun ng records are properly maintained and its financial statements are reliable.The significant findings, if any are placed before the Audit Commi ee of the Board and correc ve measures are recommended for implementa on. The company appoints external firms of Auditors to conduct internal audit and their reports are reviewed by the management and audit commi ees.Human Resource Management Manpower is biggest strength in any Sector. The Company maintains its focus on its human resources as it believes that a mo vated and empowered workforce is the key to sustained compe ve advantage. The Company has maintained excellent rela ons with its employees across all levels of the organiza on during the period under review. All efforts were made to ensure a high employee sa sfac on. Adequate measures were undertaken to enhance the skill sets of the employees. The senior management and middle management level conduct several discussions with their employees to discuss mul ple issues towards discussing leadership quali es, value responsibili es, freedom to work and take decisions.Cau onary StatementThe statements in this report describing the Company’s policy, strategy, projec ons, es ma on and expecta ons may appear forward looking statements within the meaning of applicable securi es laws and regula ons. These statements are based on certain assump ons and expecta ons of future events and the actual results could materially differ from those expressly men oned in this Report or implied for various factors including those men oned in the paragraph “Risks and Concerns” herein above and subsequent developments, informa on or events.

Management Discussion and Analysis (Annexure 'B' to Directors' Report)


FORM NO. MGT-9Extract of Annual Return as on the financial period ended on 31st March, 2016

[Pursuant to sec on 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administra on) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L51109WB1946PLC013641Registra on Date 24.04.1946Name of the Company MARTIN BURN LIMITEDCategory /Sub-Category of the Company Public Company limited by Shares/Indian Non-Government

CompanyAddress “MARTIN BURN HOUSE”

1, R.N. Mukherjee RoadKolkata – 700 001.Phone no : 033-2230-3371/3022-5780/81Email id : mar [email protected]

Whether listed Company YesName, Address and Contact details of Registrar and Transfer Agent, if any

M/s. Maheshwari Datama cs Pvt. Ltd.6, Mangoe Lane, 2nd Floor,Kolkata – 700 001.Phone: 033 2243 5029/5809Fax: 033 2248 4787.Email: [email protected] / [email protected].

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business ac vi es contribu ng 10% or more of the total turnover of the company shall be stated:

Sr. No.

Name and Descrip on of Main Product /Services

NIC Code of the Product % to total turnover of the company

1 Realestate & Construc on of Proper es

410-Construc on of Building 91.73

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S.N. Name and Address of the Company CIN/GIN Holding Subsidiary/ % of Shares Applicable Sec on1. N.A. N.A. N.A. N.A. N.A.2. N.A. N.A. N.A. N.A. N.A.3. N.A. N.A. N.A. N.A. N.A.

Extract of Annual Return (Annexure 'C' to Directors' Report)


Mar n Burn Limited

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)i) Category-wise Share Holding

Category of Shareholders No of Shares held at the beginning of the year [As on 01/Oct/2014]

No of Shares held at the end of the year [As on 31/Mar/2016]

% Changeduring

the yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. PROMOTERS

(1) Indian

a) Individual / HUF 3088521 0 3088521 59.9264 3088621 0 3088621 59.9283 -0.0032

b) Centran Government

c) State Government

d) Bodies Corporate 0 33 33 0.0006 0 33 33 0.0006 0.0000

e) Banks / Financial Ins tu ons

f) Any Other

Sub-total (A)(1) 3088521 33 3088554 59.9270 3088621 33 3088654 59.9289 -0.0032

(2) Foreign

a) NRIs - Individuals — — — — — — — — —

b) Other - Individuals — — — — — — — — —

c) Bodies Corporate — — — — — — — — —

d) Banks / Financial Ins tu ons — — — — — — — — —

e) Any Other — — — — — — — — —

Sub-total (A)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000

Total Shareholding of Promoter (A) = (A)(1)+(A)(2)

3088521 33 3088554 59.9270 3088621 33 3088654 59.9289 -0.0032

B. PUBLIC SHAREHOLDING

(1) Ins tu ons

a) Mutual Funds 0 1366 1366 0.0265 0 1366 1366 0.0265 0.0000

b) Banks / Financial Ins tu ons 400 10008 10408 0.2019 400 10008 10408 0.2019 0.0000

c) Central Governments 0 1420 1420 0.0276 0 1420 1420 0.0276 0.0000

d) State Governments — — — — — — — — —

e) Venture Capital Funds — — — — — — — — —

f) Insurance Companies 0 200 200 0.0039 0 200 200 0.0039 0.0000

g) Foreign Ins tu onal Investors (FII)

— — — — — — — — —

h) Foreign Venture Capital Funds

i) Others (Specify) — — — — — — — — —

Sub-total (B)(1) 400 12994 13394 0.2599 400 12994 13394 0.2599 0.0000

Extract of Annual Return (Contd.)


Category of Shareholders No of Shares held at the beginning of the year [As on 01/Oct/2014]

No of Shares held at the end of the year [As on 31/Mar/2016]

% Changeduring

the yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

(2) Non-Ins tu ons a) Bodies Corporate i) Indian 94359 26042 120401 2.3361 82835 25904 108739 2.1099 -2.8127 ii) Overseas – – – – – – – – – b) Individuals i) Individual shareholders

holding nominal share capital upto ` 1 lakh

446236 437062 883298 17.1386 449542 443870 893412 17.3348 0.1801

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

914261 79179 993440 19.2757 914161 79179 993340 19.2737 -0.0101

c) Others Specify Non Resident Indians 34356 18346 52702 1.0226 34196 18180 52376 1.0162 -0.3159 Qualified Foreign Investor Custodian of Enemy Property 0 1532 1532 0.0297 0 1532 1532 0.0297 0.0000

Foreign Na onals – – – – – – – – –Clearing Members 123 0 123 0.0024 1797 0 1797 0.0349 1896.6667Trusts 415 0 415 0.0081 415 0 415 0.0081 0.0000Foreign Bodies-D R – – – – – – – – –Foreign Por olio Investors – – – – – – – – –

NBFCs registered with RBI 0 0 0 0 200 0 200 0.0039 100.0000 Employee Trusts – – – – – – – – – Domes c Corporate Unclaimed

Shares Account Sub-total (B)(2) 1489750 562161 2051911 39.8131 1483146 568665 2051811 39.8112 0.0049 Total Public Shareholding (B) = (B)

(1)+(B)(2)1490150 575155 2065305 40.0730 1483546 581659 2065205 40.0711 0.0048

C. Shares held by Custodian for GDRs & ADRs

– – – – – – – – –

GRAND TOTAL (A+B+C) 4578671 575188 5153859 100.0000 4572167 581692 5153859 100.0000 0.0000



Mar n Burn Limited

ii) Shareholding of PromotersSl

No.Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year

% of change in

shareholding during the

year

No. of Shares

% of total shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total shares of the

company

% of Shares Pledged/

encumbered to total shares

1 KEDAR NATH FATEHPURIA 2288521 44.4040 0.0000 2288521 44.4040 0.0000 0.00002 SUNIL FATEHPURIA 300000 5.8209 0.0000 300000 5.8209 0.0000 0.00003 SUSHILA DEVI FATEHPURIA 200000 3.8806 0.0000 200000 3.8806 0.0000 0.00004 SARIKA FATEHPURIA 100200 1.9442 0.0000 100100 1.9422 0.0000 -0.09985 RASHMI FATEHPURIA 100000 1.9403 0.0000 100000 1.9403 0.0000 0.00006 MANISH FATEHPURIA 100000 1.9403 0.0000 100000 1.9403 0.0000 0.00007 PUSHPANJALI ESTATES PVT LTD. 33 0.0006 0.0000 33 0.0006 0.0000 0.0000

T O T A L 3088754 59.9309 0.0000 3088654 59.9290 0.0000 -0.0032

iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl No.

Shareholding at the beginning [01/Oct/14]/end of the year

[31/Mar/16]

Cumula ve Shareholding during the year [01/Oct/14 to

31/Mar/16]

PAN

No. of shares % of total shares of the company


1 PUSHPANJALI ESTATES PVT LTD. AABCP4784AAt the begining of the year 33 0.0006 33 0.0006Increase / decrease – – – –At the end of the year 33 0.0006

2 RASHMI FATEHPURIA AACPF9477AAt the begining of the year 100000 1.9403 100000 1.9403Increase / decrease – – – –At the end of the year 100000 1.9403

3 KEDAR NATH FATEHPURIA AADPF5700FAt the begining of the year 2288521 44.4040 2288521 44.4040Increase / decrease – – – –At the end of the year 2288521 44.4040

4 SARIKA FATEHPURIA AADPF7000NAt the begining of the year 100200 1.9442 100200 1.9442Increase / decrease -100 0.0019 100100 1.9422At the end of the year 100100 1.9422

5 SUNIL FATEHPURIA AADPF8732DAt the begining of the year 300000 5.8209 300000 5.8209Increase / decrease – – – –At the end of the year 300000 5.8209



Sl No.


[31/Mar/16]


31/Mar/16]

PAN



6 SUSHILA DEVI FATEHPURIA AAGPF7287EAt the begining of the year 200000 3.8806 200000 3.8806Increase / decrease – – – –At the end of the year 200000 3.8806

7 MANISH FATEHPURIA AAGPF7925FAt the begining of the year 100000 1.9403 100000 1.9403Increase / decrease – – – –At the end of the year 100000 1.9403

iv) Shareholding Pa ern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No.


[31/Mar/16]


31/Mar/16]

PAN



1 CHAINRUP RABINDRA KUMAR . AAAHC9933QAt the begining of the year 25000 0.4851 25000 0.4851Increase / decrease – – – –At the end of the year 25000 0.4851

2 MAHENDRA GIRDHARILAL AAAPW1327LAt the begining of the year 93141 1.8072 93141 1.8072Sale of share as on 29.01.2016 -100 0.0019 93041 1.8053At the end of the year 93041 1.8053

3 TODI SECURITIES PRIVATE LIMITED AABCT4191RAt the begining of the year 25000 0.4851 25000 0.4851Increase / decrease – – – –At the end of the year 25000 0.4851

4 JHARENDRA SHUMSHERE JUNG BAHADUR RANA

AADPR4349E

At the begining of the year 30000 0.5821 30000 0.5821Increase / decrease – – – –At the end of the year 30000 0.5821

5 SANJAY KUMAR THARD AAFHS5228BAt the begining of the year 50000 0.9701 50000 0.9701Increase / decrease – – – –At the end of the year 50000 0.9701



Mar n Burn Limited

Sl No.


[31/Mar/16]


31/Mar/16]

PAN



6 SANJAY KUMAR THARD * ABUPT6586HAt the begining of the year 0 0.0000Purchase of share as on 24.04.2015 75000 1.4552 75000 1.4552At the end of the year 75000 1.4552 75000 1.4552

7 RAJ KUMAR THARD # ABVPT7420RAt the begining of the year 75000 1.4552Sale of share as on 24.04.2015 -75000 1.4552 0 0.0000At the end of the year 0 0.0000 0 0.0000

8 BINA THARD ACAPT1160AAt the begining of the year 75000 1.4552 75000 1.4552Increase / decrease – – – –At the end of the year 75000 1.4552

9 SANTOSH NARAYAN RATHI ADLPR8026MAt the begining of the year 45164 0.8763 45164 0.8763Increase / decrease – – – –At the end of the year 45164 0.8763

10 DIVIJ THARD AFLPT3072KAt the begining of the year 50000 0.9701 50000 0.9701Increase / decrease – – – –At the end of the year 50000 0.9701

11 ABHISHEK JAIN AFRPJ2840PAt the begining of the year 250000 4.8507 250000 4.8507Increase / decrease – – – –At the end of the year 250000 4.8507

12 RAGINI THARD AJCPT9319CAt the begining of the year 50000 0.9701 50000 0.9701Increase / decrease – – – –At the end of the year 50000 0.9701



(V) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year Cumula ve Shareholding during the year



DIRECTORS1 Sunil Fatehpuria

At the beginning of the year 300000 5.8209 300000 5.8209Purchase/ sale - - - -At the end of the year - - 30000 5.8209

2 Vijay Kumar FatehpuriaAt the beginning of the year - - - -Purchase/ sale - - - -At the end of the year - - - -

3 Sarika FatehpuriaAt the beginning of the year 100200 1.9942 100200 1.9942Purchase/ sale - - - -At the end of the year - - 100200 1.9942

4. Ram Karan TiwariAt the beginning of the year - - - -Purchase/ sale - - - -At the end of the year - - - -

6. Prakash KhetanAt the beginning of the year - - - -Purchase/ sale - - - -At the end of the year - - - -

7. Pawan MurarkaAt the beginning of the year - - - -Purchase/ sale - - - -At the end of the year - - - -KEY MANAGERIAL PERSONNEL

1 Kedar Nath FatehpuriaAt the beginning of the year 2288521 44.404 2288521 44.404Purchase/ sale - - - -At the end of the year - - 2288521 44.404

2 Tapas Kumar RoyAt the beginning of the year - - - -Purchase/ sale - - - -At the end of the year - - - -



Mar n Burn Limited

V) INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in `)

Secured Loans

excluding depositsUnsecured

Loans Deposits Total Indebtedness

Indebtedness at the beginning of the fi nancial period i) Principal Amount 5,95,24,731 35,00,000 Nil 6,30,24,731ii) Interest due but not paid Nil 19,32,602 Nil 19,32,602iii) Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) 5,95,24,731 54,32,602 Nil 6,49,57,333Change in Indebtedness during the fi nancial period * Addi on 7,56,00,000 Nil Nil 7,56,00,000* Reduc on 5,98,23,178 35,00,000 Nil 6,33,23,178Net Change Indebtedness at the end of the fi nancial yeari) Principal Amount 7,53,01,553 Nil Nil 7,53,01,553ii) Interest due but not paid Nil 19,32,602 Nil 19,32,602iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) 7,53,01,553 19,32,602 Nil 7,72,34,155VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remunera on to Managing Director, Whole- me Directors and/or Manager:

SN. Par culars of Remunera on Name of MD/WTD/ ManagerManaging Director

1 Gross salary(a) Salary as per provisions contained in sec on 17(1) of the Income-tax Act, 1961 9,00,000(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil(c) Profi ts in lieu of salary under sec on 17(3) Income- tax Act, 1961 -

2 Stock Op on Nil3 Sweat Equity Nil4 Commission

- as % of profi t- others, specify.

Nil

5 Others, please specify Nil Total (A) 9,00,000 Ceiling as per the Act 24,00,000

B. Remunera on to other directors:

SN.

Par culars of Remunera on

Name of Directors Total Amount

Prakash Khetan Ram Karan Tiwari

Hansraj Bisandayal Poddar

Pawan Murarka

1 Independent Directors• Fee for a ending board

commi ee mee ngs- - - - -

• Commission - - - - -• Others, please specify - - - - -Total (1) - - - - -



SN.


Name of Directors Total Amount

Prakash Khetan Ram Karan Tiwari

Hansraj Bisandayal Poddar

Pawan Murarka

2 Other Non-Execu ve Directors - - - - -• Fee for a ending board

commi ee mee ngs- - - - -

• Commission - - - - -• Others, please specify - - - - -

Total (2) - - - - - Total (B)=(1+2) - - - - - Total Managerial Remunera on - - - - - Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD.

SN


Key Managerial Personnel

CEO CS CFO Total1 Gross salary - - 4,09,800 4,09,800

(a) Salary as per provisions contained in sec on 17(1) of the Income-tax Act, 1961

- - Nil Nil

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - Nil Nil (c) Profi ts in lieu of salary under sec on 17(3) Income-tax Act, 1961 - - Nil Nil

2 Stock Op on - - Nil Nil 3 Sweat Equity - - Nil Nil 4 Commission - - Nil Nil - as % of profi t - - Nil Nil others, specify - - Nil Nil 5 Others, please specify - - Nil Nil Total - - 4,09,800 4,09,800

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Sec on of the Companies Act

BriefDescrip on

Details of Penalty/ Punishment/ Compounding

fees imposed

Authority[RD / NCLT/ COURT]

Appeal made,if any (give Details)

A. COMPANYPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NILB. DIRECTORSPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NILC. OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL



Mar n Burn Limited

Secretarial Audit Report (Annexure "D" to Directors' Report)

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

(Pursuant to sec on 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies(Appointment and Remunera on personnel) Rules, 2014,

To

The Members of Mar n Burn Ltd.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate prac ces by Mar n Burn Ltd. (hereina er called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evalua ng the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verifica on of Mar n Burn Limited’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the informa on provided by the Company, its officers, agents and authorised representa ves during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 (period from 01.10.2014 to 31.03.2016), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the repor ng made hereina er.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of :

1) The Companies Act, 2013 (the Act) and the rules made there under;

2) The Securi es Contracts (Regula on) Act, 1956 (‘SCRA’) and the rules made hereunder;

3) The Depositories Act, 1996 and the Regula ons and Bye-laws framed there under;

4) Foreign Exchange Management Act, 1999 and the rules and regula ons made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not Applicable to the Company during the Audit Period);

5) The following Regula ons and Guidelines prescribed under the Securi es and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securi es and Exchange Board of India (Substan al Acquisi on of Shares and Takeovers) Regula ons, 2011

b) The Securi es and Exchange Board of India (Prohibi on of Insider Trading) Regula ons, 1992 and the Securi es and Exchange Board of India (Prohibi on of Insider Trading) Regula ons, 2015;

c) The Securi es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula ons, 2009 (Not Applicable to the Company during the Audit Period);

d) The Securi es and Exchange Board of India (Employee Stock Op on Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 / the Securi es and Exchange Board of India (Share Based Employee Benefits) Regula ons, 2014 (effec ve 28th October, 2014) (Not Applicable to the Company during the Audit Period);

e) The Securi es and Exchange Board of India (Issue and Lis ng of Debt Securi es) Regula ons, 2008 (Not Applicable to the Company during the Audit Period).


f) The Securi es and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regula ons, 1993 regarding the Companies Act and dealing with client (Not Applicable to the Company during the Audit Period);

g) The Securi es and Exchange Board of India (Delis ng of Equity Shares) Regula ons, 2009 (Not Applicable to the Company during the Audit Period);

h) The Securi es and Exchange Board of India (Buyback of Securi es) Regula ons, 1998 (Not Applicable to the Company during the Audit Period); and

i) Reserve Bank of India Act, 1934 with regard to Non-Banking Financial Companies.

6. The management of the Company has informed that there is no industry specific law which is applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards with respect to Mee ngs of Board of Directors (SS-1) and General Mee ngs (SS-2) issued by The Ins tute of Company Secretaries of India (effec ve from 1st July 2015).

b. The Lis ng Agreements entered into by the Company with Stock Exchanges / the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 (effec ve from 1st December 2015);

During the period under review, the Company has complied with the provisions of the Act, Rules, Regula ons, Guidelines, Standards, etc. men oned above.We further report that:The Board of Directors of the Company is duly cons tuted with proper balance of Execu ve Directors, Non-Execu ve Directors, Independent Directors and a Woman Director. The Company has appointed Key Managerial Person i.e. Chief Financial Officer and Whole- me Director, Woman Director as a require to be appointed under Sec on 203 of Companies Act, 2013 and none appointment of Company Secretary 31st March, 2016. The change in the composi on of the Board of Dirctors that took place during period under review were carried out in compliance with the provision of the act.Adequate no ce is given to all directors to schedule the Board Mee ngs, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further informa on and clarifica ons on the agenda items before the mee ng and for meaningful par cipa on at the mee ng.Majority decision is carried through while the dissen ng members’ views are captured and recorded as part of the minutes.Audit Commi ee, Shareholder/Stakeholder commi ee and Nomina on & remunera on Commi ee is formed by Company but the composi on of Commi ee is not as per Sec on 177 & 178 of Companies Act, 2013.I further report that there are adequate systems and processes in the company commensurate with the size and opera ons of the Company to monitor and ensure compliance with applicable laws, rules, regula ons and guidelines.I further report that during the audit period, there were no other specificity/ ac ons in pursuance of the above referred Laws, rules, regula ons, guidelines, standards, etc having a major bearing on the company’s affairs.

For Rajesh Kumar Shaw & Co. Company Secretaries

Rajesh Kumar Shaw Proprietor

Place: Kolkata, M. No: FCS 31946Date : 17th June, 2016 C.P. No. : 13224

Secretarial Audit Report


Mar n Burn Limited

ToTHE MEMBERS OF MARTIN BURN LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of MARTIN BURN LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss and Cash Flow Statement for the 18 months period then ended and a summary of significant accoun ng policies and other explanatory informa on.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the ma ers stated in Sec on 134(5) of the Companies Act, 2013 (“the act”) with respect to the prepara on and presenta on of these financial statements that give a true and fair view of the financial posi on, financial performance and cash flow of the Company in accordance with the accoun ng principles generally accepted in India, including the Accoun ng Standards specified under Sec on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The responsibility also includes the maintenance of adequate accoun ng records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preven ng and detec ng the frauds and other irregulari es; selec on and applica on of appropriate accoun ng policies making judgments and es mates that are reasonable and prudent; and design, implementa on and maintenance of adequate internal financial control, that were opera ng effec vely for ensuring the accuracy and completeness of the accoun ng records, relevant to the prepara on and presenta on of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accoun ng and audi ng standards and ma er which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Audi ng specified under Sec on 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s prepara on of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial repor ng and opera ng effec veness of such controls. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates made by Company’s Directors, as well as evalua ng the overall presenta on of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our informa on and according to the explana ons given to us, the aforesaid financial statements give the informa on required by the Act in the manner so required and give a true and fair view in conformity with the accoun ng principles generally accepted in India of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the period ended on that date.

Independent Auditors' Report


REPORT ON OTHER LEGAL AND REGULAROTY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the order”) issued by the Central Government of India in terms of Sub-Sec on (11) of Sec on 143 of the Act, we give in the “Annexure – A” statement on the ma ers specified in paragraph 3 & 4 of the order.

2. As required by sec on 143 (3) of the Act, we report that :

a. We have sought and obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examina on of those books;

c. The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accoun ng Standards specified under Sec on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of wri en representa ons received from the directors as on 31st March, 2016, taken on record by the Board of Directors, none of directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Sec on 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial repor ng of the Company and the opera ng effec veness of such controls, refer to our separate Report in “Annexure B”.

g. In our opinion and to the best of our informa on and according to the explana ons given to us, we report as under with respect to other ma ers to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule, 2014.

i. The Company has disclosed the impact, if any of pending li ga ons as on 31st March, 2016 on its financial posi on in its financial statements.

ii. The Company does not have any long-term contracts including deriva ves contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred by the Company to the Investor Educa on and Protec on Fund.


Firm Registra on No. 312045E

“Mar n Burn House” 3rd Floor1, R. N. Mukherjee Road (D. P. Saraf)Kolkata – 700 001 PartnerDate : June 30, 2016 Membership No. 050505

Independent Auditors' Report (Contd.)


Mar n Burn Limited

TO THE MEMBERS OF MARTIN BURN LIMITED FOR THE PERIOD ENDED ON 31.03.2016.

Annexure referred to in our Report of even date to the Members of Mar n Burn Limited, as at and for the period ended 31st March, 2016.

1. a. The company has maintained proper records showing full par culars including quan ta ve details and situa ons of its fixed assets.

b. All the fixed assets have been physically verified by the management. No material discrepancies have been no ced on such physical verifica on.

c. The tle deeds of Immovable proper es are held in the name of the company.

2. a. The Company has maintained proper records of stock during the period under review, which has been physically verified by the management.

b. The discrepancies between the physical stocks and the book stocks, which have been properly dealt with in the books of accounts, were not significant.

3. The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnership or other par es covered in the Register maintained under Sec on 189 of the Act. Accordingly, the provision of clause 3 (iii) (A) to (c) of the order are not applicable to the Company and hence not commented upon.

4. In our opinion and according to informa on and explana ons given to use, the Company has complied with the provisions of Sec on 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

5. Based on our scru ny of the Company’s records and according to informa on and explana ons provided to us, the Company has not accepted any deposits from public.

6. As informed to us, the maintenance of Cost Records has not been specified by the Central Government under Sub-Sec on (1) of Sec on 148 of the Act, in respect of the ac vi es carried on by the Company.

7. a. According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, value added tax, service tax, cess and other material statutory dues have been regularly deposited during the period by the company with appropriate authori es.

According to the informa on and explana ons given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax service tax, cess and other material statutory dues were in arrear as at 31st March, 2016 for a period of more than six months from the date they became payable, except for the following :

Service Tax ` 2,328,287

b. According to informa on and explana ons given to us, the following dues of sales tax, value added tax have not been deposited by the Company on account of disputes :

Nature of Statute Nature of Dues Amount (`) Period With whom pending

West Bengal Sales Tax (Work Contract tax)

Sales Tax 3,932,159 2003-04 W.B. Com. Tax – Upper Level Revision Board, Kolkata.

“Annxure A” to the Independent Auditors’ Report (Contd.)


Nature of Statute Nature of Dues Amount (`) Period With whom pending

West Bengal Value Added Tax

VAT 627,140 2005-06 Joint Commissioner Sales Tax

West Bengal Value Added Tax

VAT 105,768 2012-13 Joint Commissioner Sales Tax

8. In our opinion and according to the informa on and explana ons given to us, the Company has not defaulted in repayment of dues to a Financial Ins tu on or Bank. The Company has not taken any loans from the Government and has not issued any debentures.

9. Based upon the audit procedures performed and the informa on and explana ons given by the management, the Company has not raised moneys by way of ini al public offer or further public offer including debt instruments and term loans during the period. Accordingly the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the informa on and explana ons given by the management, we report that no fraud by the Company or on the Company by the its officers or employees has been no ced or reported during the year.

11. The Company has paid / provided for managerial remunera on in accordance with the requisite approvals mandated by the provisions of Sec on 197, read with Schedule V to the Act.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions for clause 4 (xii) of the Order are not applicable to the Company.

13. In our opinion, all transac ons with the related par es are in compliance with sec on 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accoun ng standards.

14. Based upon the audit procedures performed and explana ons given by the management, the Company has not made any preferen al allotment or private placement of share or fully or partly conver ble debentures during the year under review.

15. Based upon the audit procedures performed and the informa on and explana ons given by the management, the Company has not entered into any non-cash transac ons with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. The Company is not required to be registered under Sec on 45-IA of the Reserve Bank of India act, 1934. Accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.



“Mar n Burn House” 3rd Floor1, R. N. Mukherjee Road (D. P. Saraf)Kolkata – 700 001. PartnerDate : June 30, 2016 Membership No. 050505

“Annxure A” to the Independent Auditors’ Report (Contd.)


Mar n Burn Limited

Report on the Internal Financial Controls under Clause (i) of the Sub-Sec on 3 of Sec on 143 of the Companies Act 2013 (“the Act”).

We have audited the internal financial controls over financial repor ng of (“the Company”) as at 31st March, 2016 in conjunc on with our audit of the standalone financial statements of the Company for the period ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Repor ng issued by the Ins tute of Chartered Accountants of India (‘ICAI’). These responsibili es include the design, implementa on and maintenance of adequate internal financial controls that were opera ng effec vely for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the preven on and detec on of frauds and errors, the accuracy and completeness of the accoun ng records, and the mely prepara on of reliable financial informa on, as required under the Companies Act, 2013.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial repor ng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Repor ng (the “Guidance Note”) and the Standards on Audi ng, issued by ICAI and deemed to be prescribed under Sec on 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Ins tute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial repor ng was established and maintained and if such controls operated effec vely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial repor ng and their opera ng effec veness. Our audit of internal financial controls over financial repor ng included obtaining an understanding of internal financial controls over financial repor ng, assessing the risk that a material weakness exists, and tes ng and evalua ng the design and opera ng effec veness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial repor ng.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company’s internal financial control over financial repor ng is a process designed to provide reasonable assurance regarding the reliability of financial repor ng and the prepara on of financial statements for external purposes in accordance with generally accepted accoun ng principles. A Company’s internal financial control over financial repor ng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac ons and disposi ons of the assets of the Company; (2) provide reasonable assurance that transac ons are recorded as necessary to permit prepara on of financial statements in accordance with generally accepted accoun ng principles, and that receipts and expenditures of the Company are being made only in accordance with authoriza ons of management and directors of the Company; and (3) provide reasonable assurance regarding preven on or mely detec on of unauthorised acquisi on, use or disposi on of the Company’s assets that could have a material effect on the financial statements.

“Annxure B” to the Independent Auditors’ Report


INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limita ons of internal financial controls over financial repor ng, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projec ons of any evalua on of the internal financial controls over financial repor ng to future periods are subject to the risk that the internal financial control over financial repor ng may become inadequate because of changes in condi ons, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial repor ng and such internal financial controls over financial repor ng were opera ng effec vely as at 31st March, 2016, based on the internal control over financial repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor ng issued by the Ins tute of Chartered Accountants of India.



“Mar n Burn House” 3rd Floor1, R. N. Mukherjee Road (D. P. Saraf)Kolkata – 700 001 PartnerDate : June 30, 2016 Membership No. 050505

“Annxure B” to the Independent Auditors’ Report (Contd.)


Mar n Burn Limited

Schedule Reference

As at31st March, 2016

As at30th September, 2014

EQUITY AND LIABILITIESShareholders' Funds

Share Capital 1 54,038,590 54,038,590Reserves and Surplus 2 351,142,304 405,180,894 341,858,274 395,896,864

Non-Current Liabili esLong Term Borrowings 3 77,234,155 64,957,333Deferred Tax Liability (Net) 4 1,528,369 78,762,524 1,133,596 66,090,929

Current Liabili esTrade Payables 5 447,224 2,630,195Other Current Liabili es 6 369,064,784 379,054,462Short Term Provisions 7 50,406,025 419,918,033 47,459,575 429,144,232

TOTAL 903,861,451 891,132,025ASSETS

Non-Current AssetsFixed AssetsTangible Assets 8 219,449,108 219,824,381Capital Work-in-Progess 8 5,291,707 4,139,462Non-Current Investments 9 801,617 10,006Long Term Loans and Advances 10 416,330,292 641,872,724 375,210,934 599,184,783

Current AssetsInventories 11 689,374 21,876,933Trade Receivables 12 8,717,403 15,420,008Cash and Bank Balances 13 3,676,369 1,671,502Short Term Loans and Advances 14 189,438,733 190,079,637Other Current Assets 15 59,466,847 261,988,726 62,899,162 291,947,242

TOTAL 903,861,451 891,132,025Significant Accoun ng Polices 20Notes on Accounts 21

Balance Sheet as at 31st March, 2016

Schedules referred to above form an integral part of the Balance SheetThis is the Balance Sheet referred to in our report of even date. For SARAF & CO. For and on behalf of the Board of DirectorsChartered Accountants of MARTIN BURN LIMITEDFirm Registra on No. 312045E

(D. P. Saraf) Kedar Nath Fatehpuria Vijay Kumar FatehpuriaPartner Chairman (DIN : 00711971) Director (DIN : 01143895)Membership No. 050505Place : Kolkata Tapas Kumar Roy Sunil FatehpuriaDate : June, 30th 2016. Chief Financial Officer Director (DIN : 01742208)

(Amount in `)


Schedule Reference

31st March, 2016 30th September, 2014

INCOME Sales 37,859,326 3,778,138Other Income 16 53,194,188 48,526,506Increase / (Decrease) in Stock of Work - In Progress and Finished Construc on

17 (21,187,559) 9,252,028

TOTAL REVENUE 69,865,955 61,556,672EXPENSES

Real Estate Puchase and Construc on Expenses 18 12,683,618 11,417,095Other Expenses 19 44,522,333 24,959,107TOTAL EXPENSES 57,205,951 36,376,202

PROFIT BEFORE DEPRECIATION, AMORTISATION, TAX & EXCEPTIONAL ITEM

12,660,004 25,180,470

Deprecia on & Amor sa on 4,178,484 3,883,728Transfer to Fixed Assets Revalua on Reserve (685,397) (932,554)

PROFIT BEFORE TAX & EXCEPTIONAL ITEMS 9,166,917 22,229,296Excep onal Items -

Amor sa on Expenses (Prior period) - 5,045,457Provision for Doub ul Debts - 16,400,545Provision of Income Tax for earlier years - 15,167,204Liabili es no longer required wri en back 4,311,144 (1,141,354)

PROFIT / (LOSS) BEFORE TAX 13,478,061 (13,242,556)Tax Expenses

Current Tax 3,113,861 5,336,100Deferred Tax 394,773 (4,513,360)

PROFIT / (LOSS) FOR THE YEAR 9,969,427 (14,065,296)Basic and Diluted Earning Per Share 1.93 (2.73) (In `) Face Value ` 10/- (Note No. 9 )Number of Equity Shares 5,153,859 5,153,859Significant Accoun ng Polices 20Notes on Accounts 21

Statements of Profit & Loss for the eighteen months period ended 31st March, 2016.

Schedules referred to above form an integral part of the Profit & Loss Account This is the Statement of Profit and Loss referred to in our report of even date.

For SARAF & CO. For and on behalf of the Board of DirectorsChartered Accountants of MARTIN BURN LIMITEDFirm Registra on No. 312045E


(Amount in `)


Mar n Burn Limited

For the period ended 31st March, 2016

(18 Months)

For the period ended 30th Sept, 2014

(15 Months)A. Cash Flow arising from Opera ng Ac vi es

Net Profit/ (Loss) before tax 13,504,975 (13,242,556)

Adjustments for :

Deprecia on 4,178,484 3,883,728

Bad Debts and Advances Wri en off 13,810,338 933,793

Recovery of Bad Debts - –

Profit on sale of Fixed Assets - –

Liabili es no longer required Wri en Back (4,311,144) (1,141,354)

Interest Expenses 11,439,072 10,427,587

Interest and Dividend Income (33,373,152) (33,353,102)

Transfer from Fixed Assets Revalua on Reserve (685,397) (932,554)

Profit on Sale of Investments (251,611) –

Excep on Items – 36,613,206

Opera ng Profit before Working Capital Changes 4,311,565 3,188,748

Adjustments for :

Trade and Other Receivables 68,184,250 45,719,638

Inventories (689,374) (9,252,028)

Trade Payables (65,373,175) (47,380,857)

Cash generated from Opera ons : 6,433,266 (7,724,499)

Income Tax & Service Tax Paid (502,447) 10,257,422

NET CASH FROM OPERATING ACTIVITIES : 5,930,819 2,532,923

B. Cash Flow arising from Inves ng Ac vi es

Purchase of Fixed Assets (4,027,042) (4,833,800)

Sale of Fixed Assets 100,000 -

NET CASH FROM INVESTING ACTIVITIES (3,927,042) (4,833,800)

Cash Flow Statement prepared pursuant to clause 32 of listing agreement for the eighteen months period ended 31st March, 2016. (Amount in `)


For the period ended 31st March, 2016

(18 Months)

For the period ended 30th Sept, 2014

(15 Months)C. Cash Flow arising from Financing Ac vi es

Proceeds from Share Applica on (Pending allotment) – –

Proceeds from Borrowings

Long Term 63,607,613 41,320,000

Loans and Advances Given

Long Term (54,876,914) (40,170,000)

Interest Paid (11,439,072) 1,070,856

Bad Debt Recovery – –

Interest Received 3,537,789 (1,772,485)

NET CASH FROM FINANCING ACTIVITIES 829,416 448,371

NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C) 2,833,193 (1,852,506)

CASH AND CASH EQUIVALENTS-OPENING BALANCE 1,671,702 3,524,208

CASH AND CASH EQUIVALENTS-CLOSING BALANCE 4,504,895 1,671,702

Cash Flow Statement prepared pursuant to clause 32 of listing agreement for the eighteen months period ended 31st March, 2016.

Note :

1 The above cash flow statements has been prepared under the Indirect Method as set out in the Accoun ng Standard - 3 on Cash Flow Statements issued by the Ins tute of Chartered Accountants of India.

2 Cash and Cash Equivalent consist of Cash and Bank Balances.

3 Previous year's figures have been regrouped / rearranged where necessary.

This is the Cash Flow Statements referred to in our report of even date.



(Amount in `)


Mar n Burn Limited

Notes to the financial statements



1. SHARE CAPITALAuthorised

5,990,000 Equity Shares of ` 10 each 59,900,000 59,900,000 1,000 5% Redeemable Preference Shares of ` 100

each100,000 100,000

60,000,000 60,000,000 Issued, Subscribed and Paid Up

5,153,859 Equity Shares of ` 10 each fully paid as per last account

51,538,590 51,538,590

Share Forfeiture Account 2,500,000 2,500,000 54,038,590 54,038,590

Notes :

1. Shares in the company held by each share holders holding more than 5% shares :

Nos. of Shares % of holdingPosi on as at 31st March, 2016 Nos. of Shares % of holdingMr. K. N. Fatehpuria 2,288,521 44.4040Mr. Sunil Fatehpuria 300,000 5.8209Posi on as at 30th September, 2014 Nos. of Shares % of holdingMr. K. N. Fatehpuria 2,288,521 44.4040Mr. Sunil Fatehpuria 300,000 5.8209

2. Rights, Preferences and Restric ons a ached to shares :

Each Equity share holder holding share of ` 10/- each is eligible for one vote per share held and is en tled to receive dividend as declared from me to me. In the event of liquida on, the Equity shareholders are eligible to receive the remaining assets of the company a er distribu on of all Preferen al Creditors in propor on to their share holding.




2. RESERVES AND SURPLUSCapital Reserve

As per last Account 3,587,974 3,587,974Fixed Assets Revalua on Reserve

As per last Account 88,381,602 89,314,156Less : Adjustment during the year - - Less : Transfer to Profit and Loss Account 685,397 87,696,205 932,554 88,381,602

Security Premium Reserve750,000 Equity Shares of ` 10/- each 22,500,000 22,500,000

General Reserve

As per last Account 123,093,448 123,093,448Add : Transferred form surplus in Statment of Profit and Loss Account 51,400,000 174,493,448 - 123,093,448

SurplusAs per last Account 104,295,250 118,360,546Add : Profit / (Loss) for the period 9,969,427 -14,065,296

114,264,677 104,295,250Add : Profit / (Loss) for the period 51,400,000 62,864,677 - 104,295,250

351,142,304 341,858,274Note :

1. General Reserve is primarily created to comply with the requirements of Sec on 123 of the Companies Act, 2013 This is a free reserve and can be u lised for any general purpose like issue of Bonus share, payment of dividend, buy back of shares etc.

2. Security Premium Reserve has been created out of the premium received on the issue of 750,000 Equity Shares of ` 10/- each issued at a premium of ` 30/- each. The reserves can be utlised in the manner prescribed in the Companies Act, 2013.

3. An amount of ` 51,400,000 has been transferred from Profit and Loss Account to General Reserve on the basis of the decision taken by the Board of Directors, in their mee ng held on 22.03.2016.

Notes to the financial statements (Contd.)

(Amount in `)


Mar n Burn Limited



3. LONG TERM BORROWINGSFrom Banks (Secured)

Term Loan from BanksFrom H.D.F.C. Bank Ltd. 780,685 270,490From I.C.I.C.I. Bank Ltd. – 59,254,241

From Banks (Unsecured)Term Loan

Aditya Birla Finance Ltd. 74,520,868 – 75,301,553 59,524,731

UnsecuredShort Term Loan from Corporates – 3,500,000Interest accured and due onShort Term Loan 1,932,602 1,932,602

1,932,602 5,432,602TOTAL 77,234,155 64,957,333

Note :1 Term Loans from HDFC Bank and OSL Exclusive Pvt. Ltd. are secured by hypotheca on of specific assets acquired under

Mobile Finance Scheme. The repayment is by installments fixed by the Bank.2 Term Loan from Aditya Birla Finance Ltd. is secured against assignment of future rent receivables on rented premises,

occupied by The Federal Bank, collaterally secured by equitable mortgage of immovable property of the company located at Kolkata.




4. DEFERRED TAXDeferred Tax Assets :

Gratuity Provision 1,488,070 1,519,009 Accrued Expenses deduc ble on payment 100,625 148,966 Provision for Doub ul Debts 5,067,768 5,067,768

6,656,463 6,735,743 Deferred Tax Liability :

Deprecia on 8,184,832 7,869,339 Deferred Tax Liabili es (Net) 1,528,369 1,133,596

5. TRADE PAYABLES Sundry Creditors for Goods 447,224 2,630,195

447,224 2,630,195

(Amount in `)




6. OTHER CURRENT LIABILITIESSundry Creditors - Expenses 62,993,349 64,128,341Deposits from Customers 168,274,401 163,427,805Advance from Customers 81,663,500 74,226,000Other Liabili es 56,133,534 77,272,316

369,064,784 379,054,462

7. SHORT TERM PROVISIONSGratuity 4,815,760 4,915,888Taxa on 28,882,701 25,768,840Leave Encashment 307,019 374,302Doub ul Debts 16,400,545 16,400,545

50,406,025 47,459,575

ORIGINAL COST / REVALUATION DEPRECIATION NET BLOCKAs at

30th Sept.,2014

Addi onsduring the

year

Sale/Adjustments

during theyear

As at31st March,

2016

As at30th Sept.,

2014

Applicable toSales/

Adjustmentsduring the year

Amor sa on For the year

Total upto 31st March,

2016

Wri en DownValue as at 31st March,

2016

Wri en DownValue as at 30th Sept.,

20148. FIXED ASSETSA : TANGIBLE ASSETSFreehold Land 157,066,355 – – 157,066,355 – – – – – 157,066,355 157,066,355Freehold Buildings 105,460,612 2,800,000 – 108,260,612 68,697,758 – – 1,882,125 70,579,883 37,680,729 36,762,854Leasehold Land 23,785,726 – – 23,785,726 5,285,717 – 480,520 – 5,766,237 18,019,489 18,500,009Leasehold Land and Buildings 7,337,977 – – 7,337,977 5,062,656 – – 215,666 5,278,322 2,059,655 2,275,321Plant and Machinery 18,514,566 221,505 – 18,736,071 14,411,501 – – 859,838 15,271,339 3,464,732 4,103,065Furniture and Fi ngs 4,319,383 – – 4,319,383 4,161,892 – – 44,436 4,206,328 113,055 157,491Vehicles 2,599,413 1,005,537 565,652 3,039,298 1,640,127 341,821 – 695,899 1,994,205 1,045,093 959,286Fixed Assets Given on Lease : –

Plant and Machinery – – – – – – – – – – – Vehicles – – – – – – – – – – –

Total (A) 319,084,032 4,027,042 565,652 322,545,422 99,259,651 341,821 480,520 3,697,964 103,096,314 219,449,108 219,824,381B : CAPITAL WORK IN PROGRESS

4,139,462 1,152,245 – 5,291,707 – – – – – 5,291,707 4,139,462

Total (B) 4,139,462 1,152,245 – 5,291,707 – – – – – 5,291,707 4,139,462 Total (A+B) 323,223,494 5,179,287 565,652 327,837,129 99,259,651 341,821.00 480,520 3,697,964 103,096,314 224,740,815 223,963,843Previous Year 315,853,935 7,369,559 – 323,223,494 90,330,467 – 5,285,717 3,643,467 99,259,651 223,963,843 –

(Amount in `)Notes to the financial statements (Contd.)

(Amount in `)


Mar n Burn Limited



9. NON CURRENT INVESTMENTS(Long Term Investments)Fully paid Shares and Debentures

Ordinary Shares 6 10,006Mutual Fund 801,611 –

801,617 10,006Aggregate amount of Unquoted Investments 801,617 10,006Shares -10078 Ordinary Shares of ` 10 each of

Upper Ganges Valley Electric Supply Company Ltd.(in liquida on)

1 1

22550 Ordinary Shares of ` 10 each of Upper Jumna Valley Electric Supply Company Ltd. (in liquida on)

1 1

211 Ordinary Shares of ` 100 each of Futwah Islampur Light Railways Company Ltd. (in liquida on)

1 1

2700 Ordinary Shares of ` 100 each of Arrah Sasaram Light Railways Company Ltd. (in liquida on)

1 1

4723 Ordinary Shares of ` 100 each of Agra Electric Supply Company Ltd. (in liquida on)

1 1

36594 Ordinary Shares of ` 10 each of Benaras Electric Light & Power Company Ltd. (in liquida on)

1 1

1000 Equity Share of ` 10 each of Mar n Burn Edutech Pvt. Ltd. – 10,000

6 10,006 Mutual Fund (Quoted)

26096.194 Units of HDFC Mutual Fund (HDFC Cash ManagementFund) - Retail Growth - At cost (Market Value : ` 828,525)

801,611 –

801,611 –801,611 10,006





10. LONG TERM LOANS AND ADVANCES(Unsecured and Considered Good)Loans to Corporates 260,795,445 195,649,722Loans to Others 21,500,000 112,452,000Advance payment of Tax and Tax deducted at Sources 48,387,018 40,626,187Other Advances 85,647,829 26,483,025

416,330,292 375,210,934

11. INVENTORIESFinished Construc on (Unsold)At lower of cost or net realisable value – –Work-in-Progress at cost or cost plus es mated profit where appropriate

689,374 21,876,933

689,374 21,876,933

12. TRADE RECEIVABLES(Unsecured and Considered Good)Over Six Months 8,317,416 15,420,008Others 399,987 -

8,717,403 15,420,008

13. CASH AND BANK BALANCESBalance with Banks 2,068,343 416,433Cash in hand 8,135 33,408Fixed Deposits with Banks 1,599,891 800,948Margin Money Deposit with Bank - 420,713

3,676,369 1,671,502

14. SHORT TERM LOANS AND ADVANCESTrade Advance 188,392,308 189,080,094Deposits 940,591 893,709Others 105,834 105,834

189,438,733 190,079,637

15. OTHER CURRENT ASSETSInterest Accured : On Loans 59,200,826 62,543,087On Deposits 266,021 356,075

59,466,847 62,899,162



Mar n Burn Limited

18 monthsperiod ended

31st March, 2016


30th September, 201416. OTHER INCOME

Interest on Deposit and Loans to Companies and Others (Gross) [Tax deducted at source ` 3,527,719 Previous period ` 3,137,748]

33,373,152 33,353,102

Profit on Sale of Fixed Assets (Net) 251,611 –Rent 16,765,244 12,963,999Recovery of Maintenance Charges 523,140 73,500Miscellaneous Income 2,281,041 2,135,905

53,194,188 48,526,506

17. INCREASE / (DECREASE) IN STOCK OF WORK - IN - PROGRESS AND FINISHED CONSTRUCTIONClosing Stock

Work-in-Progress 689,374 21,876,933 Finished Construc on (Unsold) – –

689,374 21,876,933 Deduct : Opening Stock

Work-in-Progress 21,876,933 12,624,905 Finished Construc on (Unsold) – –

21,876,933 12,624,905 Increase / (Decrease) (21,187,559) 9,252,028



31st March, 2016


30th September, 201418. REAL ESTATE PURCHASE AND CONSTRUCTION EXPENSES

A : PURCHASESConstruc on Materials 2,841,698 3,376,138Purchase of Office Space – –

2,841,698 3,376,138B : CONSTRUCTION EXPENSESSalaries, Wages and Bonus 962,860 887,596Contribu on to Provident and Other Funds 58,457 99,155Workmen and Staff Welfare Expenses – 6,693Payment to Labour Contractors :

Labour Payment 2,550,572 2,634,206Material cum Labour 4,535,988 2,932,776

Power and Fuel – 59,870Repairs and Maintenance - Others 15,034 105,367Other Job Expenses 577,802 639,370Telephone & Telex Charges 14,604 1,500Travelling & Conveyance 6,244 9,831Bad Debts 1,120,359 664,593

9,841,920 8,040,957Total : (A + B) 12,683,618 11,417,095



31st March, 2016


30th September, 201419. OTHER EXPENSES

Salaries, Wages and Bonus 7,041,261 5,249,827Gratuity paid / provided 1,066,889 737,737Contribu on to Provident and other funds 525,463 345,473Workmen and Staff Welfare Expenses 555,096 435,988Power and Fuel 1,194,807 576,779Rent 400,000 200,000Repair and Maintenance :

Buildings 145,680 32,780Plant and Machinery 51,530 66,770Others 142,090 410,010

Insurance 68,452 21,978Rates and Taxes 1,882,768 1,755,245Sales Tax 102,380Adver sement 150,459 113,557Interest on :

Term Loans 11,203,547 9,849,108Others 235,525 578,479

Travelling Expenses 437,893 164,297Telephones and Telex Charges 104,452 95,047Bank Charges 27,848 28,071Car Running Expenses 69,202 9,000Auditors' Remunera on

Statutory Audit Fees 300,000 225,000Tax Audit Fee 20,000 20,000

Internal Audit Fees - 25,000Professional Fees 1,211,356 1,344,043Dona on 8,550 18,930Bad Debts and Advances Wri en Off 12,693,344 269,200Miscellaneous Expenses 2,693,344 1,835,344Lis ng Fees / Filing Fees 2,93,357 204,358Loan Processing Charges 1,615,341 210,000Loss on Sale of Fixed Assets 123,831 -Bank Guarantee Charges 161,233 137,086

44,522,333 24,959,107



Mar n Burn Limited

20. SIGNIFICANT ACCOUNTING POLICES

BASIS OF ACCOUNTING

These financial statements have been prepared in accordance with the generally accepted accoun ng principles in India under the historical cost conven on on an accrual basis, except for certain tangible assets which are being carried at revalued amounts. Pursuant to Sec on 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, ll the Standards of Accoun ng or any addendum thereto are prescribed by Central Government in consulta on and recommenda on of the Na onal Financial Repor ng Authority, the exis ng Accoun ng Standards no fied under the Companies Act, 2013 shall con nue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accoun ng standard no fied under Sec on 211 (3C) [Companies (Accoun ng Standards), 2006, as amended] and other relevant provisions of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has no fied the Companies (Accoun ng Standards) Amendment Rules, 2016 vide its no fica on dated 30th March, 2016. The said no fica on read with Rule 3(2) of the Companies (Accoun ng Standards) Rules, 2006 is applicable to accoun ng period commending on or a er the date of no fica on i.e., 1st April, 2016.

USE OF ESTIMATES

The prepara on of financial statements require judgments, es mates and assump ons to be made that affect the reported amount of assets and liabili es including con ngent liabili es on the date of the financial statements and the reported amount of revenues and expenses during the repor ng period. Difference between actual results and es mates are recognized in the period in which the results are known / materialsed.

FIXED ASSETS

1. Fixed assets are stated at cost of acquisi on inclusive of taxes, freight, borrowing cost and other incidental expenses related to acquisi on / installa on except in case of revalua on of such assets where it is stated at the value determined on revalua on.

2. Fixed assets given on lease are stated at cost less accumulated deprecia on.

3. Assets acquired under Lease Finance are recognized at lower of fair value or present value of minimum lease payments.

DEPRECIATION AND AMORTISATION

1. Deprecia on on fixed assets including revalued assets is provided on “Wri en Down Value Method” at the rates, specified in Schedule II of the Companies Act, 2013. Addi onal deprecia on for the period a ributable to the revalued assets is transferred to the credit of Profit and Loss Account by debi ng Fixed Assets Revalua on Reserve.

2. Deprecia on on assets given on lease is provided over the ‘Primary Lease Period’ on the basis of internal rate of return implicit in the lease or on wri en down value method at the rates specified in schedule II of the Companies Act, 2013, whichever is higher.

3. Leasehold land is amor zed over the period of the lease in equal instalments.

INVESTMENTS

1. Current Investments (quoted) are carried at cost / fair market value, computed category wise.

2. Long Term Investments are stated at cost.

INVENTORIES

Inventories are valued as under :

Work-in-progress - At cost or cost plus profit, where appropriate, depending upon the stage of comple on and / or as per the terms of the contract. Cost includes direct material, cost of labour and other general administra ve expenses.



TAXATION

Income tax expense comprises of Current tax and Deferred tax charge or credit. Provision for current tax is made on the assessable income at the tax rate applicable to the relevant assessment year in accordance with the Income Tax Act, 1961. The Deferred Tax Assets and Deferred Tax Liability is calculated by applying tax rate and tax laws that have been enacted or substan vely enacted by the Balance Sheet date. Deferred Tax Assets arising mainly on account of brought forward losses and unabsorbed deprecia on under tax laws, are recognized only if there is a virtual certainity of its realiza on, supported by convincing evidence. Deferred Tax Assets on account of other ming differences are recognised only to the extent there is a reasonable certainity that the assets can be realized in future.

REVENUE RECOGNITION

i) The company is mainly engaged in construc on/ development of proper es- some on behalf of others as developer/ contractor and some on own account for eventual sale. Profit on construc on / development of proper es on behalf of others is accounted for according to the stage of comple on and in case of proper es developed on own account, only on handing over possession.

ii) Other revenue is recognized on comple on of sale of assets and rendering of services.

iii) Lease rentals are recognized as income throughout the period on accrual basis as per lease agreement.

iv) Dividend income is recognized on receipt basis.

v) Interest on loans / advances is normally recognized on accrual basis. In case of default, the same is recognized on receipt basis.

vi) Rental income from tenants is recognized on receipt basis.

RETIREMENT BENEFITS

i) Gratuity is provided in the books of accounts on accrual basis based on actuarial valua on.

ii) Leave encashment liability is provided in the books of accounts on accrual basis based on actuarial valua on.

BORROWING COST

Borrowing cost a ributable to the acquisi on or construc on of qualifying assets are included in cost of such assets. A qualifying asset is one that necessarily takes a substan al period of me to get ready for its sale / intended use. All other borrowing costs are recognized as an expense in the period these are incurred.

CONTINGENT LIABILITY

Full disclosure is made in the accounts of any con ngent liability. Provision for the same is however made when such liability crystallizes.

21. NOTES OF ACCOUNTS

1. (a) The amount of rent payable by the company to Kolkata Port Trust in respect of Kidderpore Stock Yard is under dispute and the ma er is sub-judice with the Hon’ble District Judge, Alipore Judges Court, Kolkata. The Company had been paying rent to Kolkata Port Trust at the demanded rate without prejudice since February, 2007 by cheque, which had since been accepted by Kolkata Port Trust and duly encashed ll July, 2011, when the outstanding came down to ` 60,271,802.80.

In the month of August, 2011 Port Trust revised their demand for Rent upwardly to ` 765,315.00 per month as against their earlier demand of ` 419,640.00 per month. The Company, therea er, stopped paying the rent and submi ed before the Hon’ble Court for inclusion of this ma er in the original pe on. Hence, no further provision for rent from August, 2011 has been made in the accounts.

(b) Similarly, the company hiked the rent and service charges on the tenants at the above premises w.e.f. August, 2011, which was disputed by the tenants. No rent / service charges from August, 2011 has been received from the tenants and hence, has not been accounted for. The ma er is under sub-judice.



Mar n Burn Limited

2. Certain credit balances in various liabili es account lying unclaimed over a period of me have been reviewed by the management and being sa sfied about the remote possibility of their claims, have wri en back the same aggrega ng to ` 4,311,144 in the account.

3. Remunera on paid / payable to Whole me Directors :

2015-2016 (18 months)

2013-2014 (15 months)

Remunera on 1,357,500 1,125,000Contribu on to provident fund – –

1,357,500 1,125,000

4. Year end balance confirma on le ers from some par es in respect of Sundry Debtors, Advances (both debit & credit), Sundry Creditors, Security Deposits etc. were obtained. Steps are being taken by the company for obtaining the same, from the rest of the par es.

5. None of the suppliers informed the company that they are small-scale industrial undertakings. Accordingly, par culars of indebtedness to such undertakings as on March 31, 2016, are not furnished.

6. Sales :

2015-2016(18 months ending March 31, 2016)

2013-2014 (15 months ending

September 30, 2014)a. Construc on/Property Development (Net of returns) 34,727,013 1,445,376b. Services 3,132,313 2,332,762

37,859,326 3,778,138

7. The provisions of Employees State Insurance Act, 1948 are applicable to the Company. 8. The company is in the process of crea ng of Gratuity Fund as required under A.S.15 of I.C.A.I. Pending funding,

adequate provision towards gratuity liabili es has been made in the accounts on the basis of Actuarial Valua on. 9. The company acquired a piece of land under lease agreement for 99 years in the year 1992-1993 from M/s. The East

India Hotels Ltd., Kolkata, at a cost of ` 23,785,726/-. In compliance with the Accoun ng Standard issued by the ICAI, the company has amor zed the cost of the lease

over the lease period. i.e., 99 years in equal annual installments. Hence an amount of ̀ 480,520/- has been charged to the Profit & Loss Account under Deprecia on & Amor za on. 10. The company has received an amount of ` 70,000,000/- from M/s. GSG Builders Pvt. Ltd. on account of advance

against property at Kolkata, under certain terms and condi ons, men oned in the MOU. The said M/s. GSG Builders Pvt. Ltd. filed a suit before the Hon’ble District Court, Alipore, 24 Parganas (S), against the company, for non fulfillment of the terms and condi ons men oned in the MOU – The ma er is sub-judice.

11. Earnings Per Share :

2015-2016 (18 months ending March 31, 2016)

2013-2014 (15 months ending

September 30, 2014)Profit/ (Loss) a er taxa on as per Profit & Loss Account 9,969,427 (14,065,296)Weighted average number of Equity Shares outstanding 5,153,859 5,153,859Basic and diluted earnings per share in Rupees(face value – ` 10/- each)

1.93 (2.73)

(Amount in `)


(Amount in `)

(Amount in `)


12. Income and direct expenses in rela on to segments is categorised based on items that are individually iden fiable to that segment. Certain expenses such as staff related expenses, travelling, telephones etc., which form a significant component of total expenses, are not specifically allocable to par cular segments as the underlying services are used interchangeably. The Company believes that it is not prac cable to provide segment disclosures rela ng to these costs and expenses, and accordingly these expenses are separately disclosed as “unallocated” and directly charged against total income. Similarly deprecia on is not specifically allocable to par cular segments.

Construc on/ Property

Development Business

Rent and its related ac vi es

Total

Segment Revenue 34,727,013 19,897,557 54,624,570Less: Segment Expenses 33,871,177 9,385,919 43,257,096Segment Results 855,836 10,511,638 11,367,474Less : Unallocated corporate expenses net of unallocated income

11,007,363

Less : Deprecia on (3,493,087)Opera ng Profit / (Loss) (3,132,976)Less : Bad Debts and Advances wri en off (12,689,979)Add : Profit on Sale of Investments 251,611Add : Liabili es wri en back 4,311,144Profit / (Loss) before Interest and taxa on (11,260,200)Less : Interest expenses (11,439,072)Add : Interest / Dividend Income 33,373,152Add : Other Income 2,804,181Net Profit before tax 13,478,061Less : Provision for Income Tax (Includes Deferred Tax) 3,508,634Less : Provision of Income Tax for earlier years –Net Profit / (Loss) a er tax 9,969,427

13. RELATED PARTY DISCLOSURES

1. OTHER RELATED PARTIES WITH WHOM THE COMPANY HAD TRANSACTIONS ETC. Key Management Personnel Kedar Nath Fatehpuria – Chairman & Managing Director DIN : 00711971 Vijay Kumar Fatehpuria – Non-Execu ve Director DIN : 00143895 Sunil Fatehpuria – Non-Execu ve Director DIN : 01742208 Rela ves : Manish Fatehpuria – Son of Kedar Nath Fatehpuria


(Amount in `)


Mar n Burn Limited




DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDING BALANCES AS ON MARCH 31, 2016. (Amount in `)

Sl. No. Par culars Details of transac ons Amount Outstanding as on

30.06.2013`

Enterprises where control exists

Key Management Personnel & Rela ves

`

1. Remunera on to Key Management Personnel – Directors

Nil 1,357,500 Nil

14. Liabili es in respect of (a) Sales Tax Demand amoun ng to ` 4,665,067/- has been disputed and pending before the Appellant Authority and hence have not been provided for as the same are con ngent in nature.

15. Total amount of Bank Guarantee obtained from The Federal Bank Ltd. towards Security Deposit for CESC Ltd., stood at ` 4,207,126/- as on 31.03.2016.

16. Previous year’s figures have been regrouped, recast and rearranged wherever necessary.

ROUTE MAP TO VENUE OF AGM

Full Address :Munroe Auditorium, “A.G. TOWER”8th Floor, 125/1 Park Street, Kolkata – 700 017.

MARTIN BURN LIMITEDCIN : L51109WB1946PLC013641

Regd. Office : Mar n Burn House, 1, R.N. Mukherjee Road, Kolkata – 700 001.Phone : (033) : 2230 – 3371/80,3022-5780/81 • Fax : (033) 2248-8416

E-mail : mar [email protected]

ATTENDANCE SLIPI/We hereby record my/our presence at the 68th Annual General Mee ng held on 30th September, 2016 at 11.00 a.m. at Munroe Auditorium, “A.G. TOWER”8th Floor, 125/1 Park Street, Kolkata – 700 017.

Folio/DP ID & Client ID No. : Share Holding : Serial No.: Name :Name(s) of joint Holder(s), if any :Address :

……………………………………………………………………….. ……………………………………………………………………….. Name of Proxy (in BLOCK LETTERS) Signature of Shareholder/Proxy Present

1. Please cut here and bring the A endance Slip duly signed, to the mee ng and hand it over at the entrance. Duplicate slips will not be issued at the venue of the mee ng.

2. Please bring your copy of the Annual Report at the mee ng.




PROXY FORM68th Annual General Mee ng held on 30th September, 2016 at Munroe Auditorium, “A.G. TOWER”8th Floor, 125/1 Park Street, Kolkata – 700 017

FORM NO. MGT - 11[Pursuant to Sec on 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Adiministra on) Rules, 2014]

Name of the Member(s)Registered AddressE-mail IDFolio No./Client No.DPID

I/We, being the member(s), holding………............................………………….shares of Mar n Burn Limited hereby appoint :(1) Name ……………………………...…...................………....Address………….................................................................................E-mail Id…………………………………..................………..….... Signature...…............………....….…………..………..…or failing him/her(2) Name ……………………………...…...................………....Address………….................................................................................E-mail Id…………………………………..................………..….... Signature...…............………....….…………..………..…or failing him/her(3) Name ……………………………...…...................………....Address………….................................................................................E-mail Id…………………………………..................………..….... Signature...…............………....….…………..………..…or failing him/heras my/our proxy to a end and vote (on a poll) for me/us and on my / our behalf at the 68th Annual general Mee ng of the Company to be held on Friday, the 30th September, 2016 at 11:00 A.M. at Munroe Auditorium, "A.G. Towers, 8th floor, 125/1, Park Street, Kolkata - 700 017., Kolkata - 700 016. and at any adjournment thereof in respect of such resolu ons as are indicated below :

Resolu on No.

Resolu ons Op onal*For Against Abstain

Ordinary Business1. To consider and adop on of financial statements for the year ended March 31, 2016 and

the Reports of the Board of Directors and Auditors thereon and the consolidated financial statements of the Company for the year ended on that date.

2. To appoint a Director in place of Mr. Vijay Kumar Fatehpuria - (DIN : 00143895), who re res by rota on at this 68th Annual General Mee ng and being eligible has offered himself for re-appointment.

3. To appoint a Director in place of Mr. Prkash Khetan - (DIN : 01143678), who re res by rota on at this Annual General Mee ng and being eligible has offered himself for re-appointment

4 Re-Appointment of Statutory Auditor of Messrs. Saraf & Co. - Chartered Accountants (Registra on no. 312045E) be and are ra fied for the financial year 2016-2017.

SPECIAL BUSINESS5 Re-appointment of of Mr. Kedar Nath Fatehpuria (DIN 00711971), as Chairman and Managing

Director of the Company provisions of sec ons 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013.

6 Appointment of Independent Director to Mr. Mahesh Kumar Tibrewal - (DIN: 00987782), be and is hereby appointed as an independent director of the company to hold office 5 (five) years consecu ve years w.e.f 30.05.2016.

Signed this ................................................. day of September, 2016

Signature of the shareholder...........................................................Notes : (i) This form of Proxy in order to be effec ve should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the mee ng.(ii) A Shareholder may vote either for or against each Resolu on as men oned hereinabove

Affix revenuestamp




(Annexure to the No ce for The 68th Annual General Mee ng of the Company to be held On 30.09.2016.

Name & Registered Address :

Of Sole / first named members :

Joint holder name (if any)

Folio no. / DP ID & Client ID :

No. of equity shares held :

Dear Shareholders,

Subject : Process and manner for availing E – vo ng facility.

Pursuant to Provisions of Sec on 108 of the Companies Act, 2013 rule of 20 of the Companies (Management and Administra on) Rules, 2014 as amended by the Companies (Management and Administra on) Amendment Rules, 2015 and Regula ons 44 of the SEBI (Lis ng obliga ons and Disclosure Requirements), Regula ons 2015, the Company is pleased to provide E-vo ng facility to the members to cast their votes electronically on all resolu ons proposed to be considered at the Annual General Mee ng (AGM) to be held on Friday, 30th September, 2016 at 11:00 P.M. at Munroe Auditorium” A.G. Towers, 8th floor, 125/1, Park Street, Kolkata – 700 017, and at any adjournment thereof.

The company has engaged the services of Na onal Depository Services Limited (NSDL) to provide the E-vo ng facility. The E-vo ng facility is available at the link h p://www.evo ng.nsdl.com.

The Electronic Vo ng par culars are set out below :-

EVENE-VOTING EVENT NO :

User ID PAN/ Even No.

105477

The E-vo ng facility will be available during the following vo ng period :

E-vo ng start on E-vo ng end on27th Septermber, 2016 at 9.00 a.m. (IST) 29th September, 2016 at 5.00 p.m. (IST)

Please read he instruc ons men oned in the notes of the AGM No ce before exercising your vote.

Registered Office: For Mar n Burn LimitedMar n Burn House,1, R.N. Mukherjee Road, Kolkata – 700 001.Date : 29.07.2016 K.N. FatehpuriaPlace : Kolkata Chairman & Managing Director

MARTIN BURN LIMITEDCIN : L51109WB1946PLC013641Regd. Ofce : Martin Burn House, 1 R. N. Mukherjee Road, Kolkata - 700 001Email id : [email protected]

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