Martin Burn Ltd Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section134(3) (c) read with Section 134(5) of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in the preparation of the annual accounts for the year ended on 31st March 2018 and state that :

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors 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. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT POLICY

Your Company has implemented an effective risk management policy aiming to reduce loss or injury arising out of various risk exposures, focusing on risk assessment, risk management and risk monitoring.

ORDERS PASSED BY REGULATORS

During the year under report, there were no significant and material orders passed by regulators or courts or tribunals, impacting the Companys going concern status and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate internal audit system, carried out internally and closely monitored by the Audit Committee of the Board which is commensurate with the size, scale and complexity of its operations.

The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Your Companys net worth, turnover and net profit during the financial year ended on 31st March, 2018 is below the threshold limits specified in Section 135 of the Companies Act 2013 and therefore it is not obligatory on the part of the Company to have a Corporate Social Responsibility Policy/Committee.

REMUNERATION POLICY

Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) of the Companies Act 2013, your Board has adopted a policy relating to the remuneration for the Directors, key managerial personnel and other employees of the Company. The complete Policy can be viewed at the official website of the Company.

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

The Company does not have any policy to give loans, directly or indirectly, to any person or to other body corporates or give any guarantee or provide any security in connection with a loan to any other body corporate. The Company did not make any investment in securities of any other body corporate.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY

Subject to any disclosure in the financial section thereof, the Company has not entered into any contract or arrangement with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013.

HUMAN RESOURCE

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.

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 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.

CORPORATE GOVERNANCE

In accordance with Paragraph C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report is attached as Annexure I and forms a part of this Report. The Corporate Governance Certificate for the year ended on 31st March, 2018 issued by Practicing Company Secretary, is also attached as Annexure II and forms a part of this Report.

AUDIT COMMITTEE

The Audit Committee as on 31st March, 2018 Comprises 4(Four) members, out of which, 3 (Three) are Non-Executive Independent Director and 1 (One) Executive Director namely, Mr. Ram Karan Tiwari (Chairperson), Mr. Kedar Nath Fatehpuria, Mr. Prakash Khetan and Mr. Mahesh Kumar Tibrewal (Member) respectively.

The detail of term of Reference of the Committee, number and dates of meetings held during the year ended 31st March 2018 and the attendance of the members are given separately in the attached Corporate Governance Report.

VIGIL MECHANISM

The Company has in place necessary vigil mechanism for directors and employees through a whistle blower policy to deal with unethical practice, fraud, etc. The said policy is available on the website of the Company at the following web link: www.martinburnltd.com/investors

NOMINATION AND REMUNERATION COMMITTEE

The Composition and the terms of reference of the Nomination and Remuneration Committee including the details of meetings held, attendance of members and remuneration paid to the directors during the year ended 31st March, 2018, are given separately in the attached corporate governance report forming a part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition, the terms of reference of the Stakeholders Relationship Committee and the particulars of meeting held and attendance of members during the year ended ended 31st March, 2018 have been given separately in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s. Saraf & Co. (Registration Number- 312043E) Chartered Accountants, Kolkata, have been appointed by the Shareholders at the 69th Annual General Meeting of the Company to hold office till the Conclusion of the 72nd Annual General Meeting. The Auditors have confirmed their eligibility to continue their office for the financial year 2018-19.

STATUTORY AUDITORS REPORT

The Auditors Report does not contain any qualifications. The notes to the Accounts referred to in the Auditors Report are self-explanatory and, therefore, does not call for any further comment under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Messrs T. Chatterjee & Associates, Company Secretaries (FRN No.- P2007WB067100), to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure IN".

DEMATERIALISATION OF SHARES

Despite several requests to the Shareholders still 11.14% of equity shares are 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 official 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.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9 is attached as Annexure V and forms a part of this report.

CODE OF CONDUCT

The Managing Directors Certificate under Regulation 34(3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 relating to Compliance with the Code of Conduct for the Year ended 31st March 2018 is attached as Annexure VI and forms a part of this Report.

COMPLIANCE

Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Companies Act, 2013 read with the Rules thereunder and the Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNEXURE FORMING PART OF THIS REPORT OF THE DIRECTORS

The following Annexures referred to in this Report and other information which are required to be disclosed are attached and forms an integral part of this Report:

ANNEXURE PARTICULARS
I Report on Corporate Governance.
II Auditors Certificate on Corporate Governance.
III Secretarial Audit Report.
IV Management Discussion and Analysis Report.
V Extract of Annual Return.
VI Managing Directors Certificate under Regulation 34(3) read with paragraph D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
ANNEXURE PARTICULARS
VII Letter to shareholder for updation of Shareholders details in the records of the Company.
VIII Bank Mandate/ PAN, email updation Form.

MATERIAL CHANGES

There have been no material changes between the end of the Financial Year and the date of this Report 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
Place: Kolkata Kedar Nath Fatehpuria
Date: 24th May, 2018 Chairman and Managing Director
(DIN:00711971)