martin burn ltd share price Directors report


To

The Members

Martin Burn Limited

Your Directors have pleasure in presenting the Annual Report of the Company on its business and operations, together with the Audited Financial Statements for the year ended March 31, 2023.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following performance, for the year ended March 31, 2023: (Rs. in lakhs)

Period ended 31.03.2023 Period ended 31.03.2022
Profit before interest, Depreciation and Taxation (PBIDT) 236.61 325.00
Less: Interest Expenses 89.19 80.99
Profit/(Loss) before depreciation & Taxation (PBDT) 147.42 244.01
Less: Depreciation 20.14 24.10
Profit/(Loss) Before Tax and Extraordinary items (PBTE) 127.28 219.91
Add: Exceptional items 3.20 9.73
Profit/ (Loss) Before Tax (PBT) 130.48 229.64
Less: Provision for Taxation/ (Deferred Tax) 30.68 66.75
Profit/ (Loss) After Tax (PAT) (A) 99.80 162.89
Add: Adjustments during the year (B) 0.00 0.00
Profits available for appropriation (A+B) 99.80 162.89

NATURE OF BUSINESS

The Company is engaged in the activities of Work Contract & Real Estate development in the Kolkata region. The Company is involved in all activities across the product value chain from acquisition of land, obtaining approvals, project planning and execution, to launch, sales & marketing and final delivery of the developed property to the customers.

PERFORMANCE REVIEW

During the year under review, your Companys total revenue stood at Rs. 5.42 crores as compared to Rs. 7.33 crores for the previous year on account of muted sales from the ongoing developments; profit before tax stood at Rs. 1.30 crores as compared to Rs. 2.30 crores for the previous year. Your Company is progressing on track with the timeline set out for the completion of Jeevanam -- This 400,000-square-feet multifamily development will incorporate 750 for-sale, purpose-built units. On completion, we are forecasting a significant revenue-expansion opportunity in the next few years due to the ongoing development of Phase – 1 and the subsequent launch of Phase – 2 in the next 3-4 quarters. Consumer preferences for ready-to-move-in developments mean that we must front-load capex expenditures in the initial launch phase without any meaningful revenue generation. We have modelled our projections to reflect that where our sales are lumpy with a significant value accruing in the 12-18 months post-launch.

FUTURE OUTLOOK

Your Company wants to continue to focus and grow its affordable housing strategy by leveraging on its brand name, trust and unique know-how of the sector. The Development business is hence expected to experience a healthy growth in the coming few years. The business strategy remains focussed on the following key pillars:

a. E ffecient Capital Structure

Y our Company strives to be a prudent and an efficient steward of your capital. We will continue to explore strategic options to clean up the balance sheet, reduce our average cost of borrowing and in effect improve its quality of debt.

b. Timely execution of projects

The Company has in the recent past demonstrated its focus of timely execution of the various projects and continues to embark on the strategy of creating finished inventory and liquidating its position in a timely manner. This strategy is incumbent in the current scenario, post the notification of GST and West Bengal Housing Industry Regulatory Act (HIRA).

c. Growth of affordable housing development

Giv en the healthy traction and expected demand and sales momentum, your Company has been working on a comprehensive strategy to grow its development business in the affordable housing segment. The segment is expected to benefit robustly due to the increasing consumer confidence and the positive tailwinds provided by favourable central government policies. We feel that we can do a lot more in this space and subsequently add greater value to the business.

DIVIDEND

Your Company is not immune to the macroeconomic headwinds being faced by every corporation of every size in the world. The Board strongly believes current market scenario would offer opportunities to re-invest the capital to enable us to create more wealth and value for the shareholders in long term. Accordingly, to create long term economic value, the Company should conserve the internal accruals in order to be ready to seize such opportunities.

The Directors have therefore not recommended any dividend for the Financial Year 2022-23.

BOARD OF DIRECTORS

The Board of your Company consists of the following directors as on 31st March 2023:

Name of Director Designation DIN
Mr. Kedar Nath Fatehpuria # Chairman and Managing Director 00711971
Mr. Manish Fatehpuria Executive Director 00711992
Mrs. Sarika Fatehpuria Non Executive Woman Director 03570828
Mr. Mahesh Kumar Tibrewal Non- Executive Independent Director 00987782
Mr. Rajendra Kumar Khetan Non- Executive Independent Director 02472977
Mr. Devesh Hansraj Poddar Non- Executive Independent Director 08664698

# The Board of Directors in its meeting held on 31st March 2023, has reappointed Mr. Kedar Nath Fatehpuria as the Managing Director of the Company for a period of five (5) years with effect from 1st April 2023, subject to the approval of the members.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary / associate / joint venture company for the year ended 31st March 2023.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available on the website of the Company viz https://www.martinburnltd.com/annual-return-us-92.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (six) times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

Sl. No. Date Board Strength No. of Directors Present
1 27th May 2022 6 6
2 15th July 2022 6 6
3 23rd September 2022 6 6
4 21st October 2022 6 6
Sl. No. Date Board Strength No. of Directors Present
5 19th January 2023 6 6
6 31st March 2023 6 6

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. I n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. T hey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits and loss of the Company for that period; iii. T hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. T hey have prepared the annual accounts on a going concern basis; v. T hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. T hey have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1) (b) of the SEBI, (LODR), 2015, the same have been placed and noted in the meeting of the Board of Directors held on 27th May 2022. In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including pro_ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Company has received declaration from all the Directors of the Company, none of them are disqualified from being appointed as directors under Section 164(2) of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer section on Corporate Governance, under head ‘Nomination and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

A Nomination and Remuneration Policy formulated and adopted, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors appointment and remuneration by the Nomination and Remuneration Committee. The said policy may be referred to, at the Companys website at https://www.martinburnltd.com/policies

STATUTORY AUDITORS & COST AUDITORS

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Saraf& Co. (Firm Registration Number- 312045E) Chartered Accountants, the Statutory Auditors of the Company, were re-appointed for a second term of five years from the conclusion of the 72nd Annual General Meeting held on 29th September 2020 till the conclusion of the Annual General Meeting of the Company, to be held in the year 2025.

The Report given by the Statutory Auditors on the financial statements of the Company for the financial year ended 31st March, 2023 is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer in the report.

The appointment of Cost Auditor is not mandatory to the Company, hence, the Company has not appointed a Cost Auditor. Maintenance of Cost Record under Section 148(1) of Companies Act, 2013 is not mandatory for the Company.

SECRETARIAL AUDIT REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Messrs T. Chatterjee & Associates, FRN No. - P2007WB067100, Practicing Company Secretaries in Form MR-3 for the FY 2022-23 forms part to this report in Annexure III.

The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013, except,

1. R egulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; to the extent hundred percent of promoter(s) and promoter group shareholding is not in dematerialized form.

2. D elay in filing of Related Party Transaction Report with the Stock Exchange in terms of Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN THE REPORT

The Board confirmed that necessary steps in regard to 100% shareholding of promoters in demat form will be taken in due course. It was presumed that the Related Party Transaction for the half year ended 31st March 2022 is to be filed with in 30 days from the date of publication of its Standalone and Consolidated Financial Result.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not granted any loans or guarantee under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are disclosed in the Balance Sheet. All the contracts were at arms length and in ordinary course of business.

The policy on transactions with ‘related party has been devised by the Board and available in the website of the Company at https://www.martinburnltd.com/policies.

Further, during the year there were no material related party contracts entered into by the Company and all contracts were at arms length and in ordinary course of business.

STATE OF COMPANYS AFFAIR

Discussion on state of Companys affairs has been covered in the Management Discussion and Analysis Report.

TRANSFER TO RESERVES –

It is not proposed to transfer any amount to reserves out of the profits earned during Financial Year 2022-23.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the closure of the year till the date of this Report, which affect the financial position of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. C onservation of Energy and Technology Absorption:

T he Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. F oreign Exchange earnings and outgo:

Particulars Amount
Foreign exchange earnings Nil
Foreign exchange outgo Nil

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders ‘value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

CORPORATE SOCIAL RESPONSIBILITY

It is not obligatory on the part of your Company to have a Corporate Social Responsibility Policy/Committee since your Companys net worth, turnover and net profit during the financial year ended 31st March, 2023 is below the threshold limits as specified in Section 135 of the Companies Act, 2013.

EVALUATION OF BOARD PERFORMANCE

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors. The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated.

CHANGE IN NATURE OF BUSINESS, IF ANY

In the Financial Year 2022-23, there was no change in the nature of business of the Company.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

The Board of Directors of the Company comprises of six (6) directors, comprising two Executive Directors including the Chairman & Managing Director, three Non-Executive Independent Directors and one Non-Executive Woman Director. Details given in the Corporate Governance Report.

Details of Key Managerial Personnel:

Mr. Kedar Nath Fatehpuria Chief Executive Officer and Managing Director
Mr. Manish Fatehpuria Whole-time Director
Mr. Tapas Kumar Roy till 23rd September 2022 Chief Financial Officer
Mr. Ranjit Mahato with effect from 24th September 2022
Ms. Khushbu Saraf Company Secretary

PARTICULARS OF CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

Name of the Director DIN / Membership No. Category Date of Appointment / Re-appointment Cessation Remarks
Ms. Sarika Fatehpuria 03570828 Non-Executive Director 30-06-2022 Re-appointed, Director retired by rotation
Mr. Manish Fatehpuria 00711992 Executive Director 09-11-2021 Re-appointed for a term of five years
Mr. Kedar Nath Fatehpuria 00711971 Managing Director 01-04-2022 Reappointed for a period of 1 year
Mr. Rajendra Kumar Khetan 02472977 Independent Director 14-11-2022 Reappointed for a second term of five years

Mr. Tapas Kumar Roy resigned from the position of Chief Financial Officer ("CFO") of the Company with effect from the close of business hours on 23rd September 2022 due to personal reasons.

Mr. Ranjit Mahato was appointed as the Chief Financial Officer of the Company, with effect from 24th September 2022. Mr. Manish Fatehpuria, Director (DIN: 00711992) who retires by rotation and being eligible, offers himself for Reappointment. The Board of Directors in its meeting held on 31st March 2023, has reappointed Mr. Kedar Nath Fatehpuria as the Managing Director of the Company for a period of five (5) year with effect from 1st April 2023, subject to the approval of the members.

The detailed agenda and resolution in this regard forms part of the Notice of Annual General Meeting. The profile and particulars of experience, attributes, and skills of Mr. Kedar Nath Fatehpuria for Board membership, is disclosed in the said Notice.

The Board is satisfied of the integrity, expertise, and experience (including pro_ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of the Independent Directors appointed on the Board of the Company during the year under review.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None

DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which -are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

To the best of our knowledge, the Company has not received any such order from the Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Companys operation in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the ine_ciency or inadequacy of such controls.

PREVENTION OF SEXUAL HARASSMENT

Your Company is committed to providing a safe and secure working environment to its women employees and has in place the required Internal Complaints Committee as envisaged in the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

There were no cases of sexual harassment reported during the year under review.

DETAILS OF APPLICATION OR ANY PROCEEDING HAS BEEN PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made or any proceeding has been pending against the Company under the Insolvency and Bankruptcy Code, 2016.

HUMAN RESOURCE DEVELOPMENT

During the year under review, your Company focussed on its People strategy towards creating a high performing work culture. The cornerstone of your Companys talent strategy was to redesign the organisation to deliver on business imperatives and build a leadership pipeline of critical positions.

Your Companys HR Policies are dynamic and are realigned to ensure that they address changing workforce trends, best practices and legislative requirements, thereby helping to achieve your Companys evolving objective.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long-term shareholders value. As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis are attached, which forms a part of this report.

A certificate from a Practicing Company Secretary on Compliance of Corporate Governance as stipulated under Schedule V (E) of the Listing Regulations, has been attached and forms a part of Annual Report.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer section on Corporate Governance, under head ‘Audit Committee for matters relating to constitution, meetings and functions of this Committee.

There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUENRATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ‘Annexure V to this Report. However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information on employees particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and are available for inspection by the shareholders electronically upto the date of the ensuing Annual General Meeting. Accordingly, shareholders may write to the Company at investor.relations@martinburnltd.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) read with paragraph B of Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report is attached as Annexure IV and forms an integral part of this Report.

VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The said policy is available at the website of the Company at www.martinburnltd.com/policies.

CASH FLOW:

A Cash Flow Statement for the year ended 31st March 2023, is attached to the Balance Sheet as a part of the Financial Statements.

OTHER DECLARATIONS

During the year under review: a) T he company has complied with Secretarial Standards issued by the Institute of Company Secretaries (ICSI) on the

Board and General Meetings. b) T he company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors.

c) T he Company has not issued equity shares with differential rights as to dividend, voting or otherwise and

UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

As on March 31, 2023 amounts of Rs. 4,50,132/- are lying in the unpaid equity dividend account of the Company in respect of the dividends for FY 2017-18 and FY 2018-19. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agents of the Company. Pursuant Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of seven years and also the shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules. First of such transfers shall happen in FY 2024-25.

DEMATERIALISATION OF SHARES

Despite several requests to the Shareholders, still 10.48% of equity shares are held in physical form

As per SEBI notification No SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 no sale or purchase except in case of transmission or transposition of securities will be allowed in physical form with effect from 180 days from the date of publication of the said notification in the offcial gazette. Therefore, we would like to suggest to you to kindly convert your shares of face value of Rs.10/- each from physical mode to demat mode as it will be beneficial to you. In case you do not have any demat account, you may contact your nearest Depository Participant (DP) who will guide you in opening the same. Conversion of physical shares to dematerialized shares is a simple process.

EMPLOYEE RELATIONS

The employee relations remained harmonious throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all the executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year.

SOP FINES IMPOSED BY STOCK EXCHANGE

The company has received notices under Regulation 23(9) of the Listing Regulations demanding a _ne of Rs. 59,000/- from BSE Limited regarding delayed-compliance of disclosure of related party transactions on consolidated basis. The company has paid the said _ne amount to the exchange. Also the demat accounts of the promoters were freezed till the non-payment of the _ne amount.

ANNEXURE FORMING PART OF THIS REPORT OF THE DIRECTORS

ANNEXURE PARTICULARS
I Report on Corporate Governance
II Auditors Certificate on Corporate Governance
III Secretarial Audit Report, Secretarial Compliance Report and Certificate of Non-Disqualification of Directors
IV Management Discussion and Analysis Report
V Information forming part of the Boards Report pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
VI Managing Directors Certificate under Regulation 34(3) read with paragraph D of Schedule V to the SEBI (LODR) Regulations 2015
VII VIII Letter to shareholder for updation of Shareholders details in the records of the Company Bank Mandate/PAN/Email updation form

ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to thank all the stakeholders - the Government, shareholders, customers, vendors, bankers and all other associates for their unstinted support and co-operation. Your Directors also wish to place on record their deep appreciation for the dedication and commitment of all employees of the Company.

For and on behalf of the Board of Directors
Kedar Nath Fatehpuria
Date: 29th May, 2023

Chairman and Managing Director

Place: Kolkata (DIN: 00711971)