Directors' Report To the Members, Your Directors are pleased to present the Annual Report 2013-14 together with Audited Statements of Accounts of the Company for the period ended 30th September, 2014, (15 months). DIVIDEND Directors regret that they are unable to recommend any dividend on Equity Shares for the year under review. PERFORMANCE REVIEW & FUTURE OUTLOOK The Company has earned a Post Tax Profit of Rs. 11.02 Lacs against the corresponding Profit Rs. 86.63 Lacs, as reported last year. For the development of our prime and valuable property situated at 63, Chowringhee Road, Kolkata - 700 020., Company is taking all necessary steps for arranging adequate finance and negotiating with the tenants for vacating the premises. Company is very much hopeful to finalise the development Programme of this project within next financial year. Once it is regularized company will be on in a position to achieve high growth on top line and bottom line, which would results into very high appreciation in the share value of the Company in the subsequent years. PUBLIC DEPOSIT The Company has no outstanding Public Deposit during for the period ended 30.09.2014. The Company has complied with the provisions of Section 76 of the Companies Act, 2013 and not accepted any new Deposits. INSURANCE The properties and insurable assets of the Company, like building, machinery and stock, among others, are adequately insured. HUMAN RESOURCES One of the key success factors for the sustainable growth of the organization has been our employees. The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders. DEMATERIALISATION OF SHARES Despite several requests to the Shareholders for dematerialization of the shares, still 11.33% of shares are in physical form. We are again requesting the Shareholders of the Company to dematerialize the same by contacting our Registrar & Transferring Agent. Shareholders are further requested to intimate their e-mail Id's in company's e-mail ID : martinburn@rediffmail.com or to our Registrar's e-mail ID: mdpldc@yahoo.com to enable the Company to mail softcopy of Annual Report, Notice and other detail to maintenantain the e-governance service, which is mandatory. DIRECTORS The Board of Directors of the Company strength comprises Eight (8) Directors of which (4) four are Non-Executive Independent Directors and which are (3) three NonExecutive Director as on date 22nd February 2015 in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013. In accordance with the Provisions of the section 149 (9) and the code for independent Director in schedule IV of the Companies Act, 2013, re-appointment of Shri Ram Karan Tiwari - (DIN : 00225105) and Shri Hansraj Bisandayal Poddar - (DIN : 6453113) as an Independent Directors, whose retires by rotation and being eligible has offered himself for re-appointment for 3 (Three) years under the provisions of the Companies Act, 2013, at this Annual General Meeting. Appointment of three (3) new Directorships namely are Shri Pawan Murarka - (DIN : 01690111) and Shri Prakash Khetan - (DIN : 01143678) be and are hereby inducted in the Board as Additional Directors in Independent capacity w.e.f. 14.03.2015 as per section 149 sub section (4) of the Companies Act, 2013 and also appointment of an Additional Director pursuant to section 160 to Mrs. Sarika Fatehpuria - (DIN : 03570828) in Non-Executive Director capacity for a period of 3 years w.e.f. 14.02.2015, these are not liable to retire by rotation and subject to approval of the shareholders of the Company. All the Independent Directors and non-executive director of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting is annexed as additional information to the notice as required under clause 49 of the Listing Agreement and your board recommends their appointment / reappointment as set out in the notice. Management Discussion & Analysis and Corporate Governance Report. A report on Corporate Governance and Management Discussion Analysis, as required under clause 49 of this Listing Agreement are annexed and forms parts of Annual Report. A Certificate from the Company Secretary in Practice of the Company, M/s A. K. Labh & Co - CP - 3238 confirming compliance with the conditions of the Corporate Governance is also annexed. STATUTORY INFORMATION (1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit. (2) The Company does not have any activity related to conservation of energy or technology absorption. (3) The Company's foreign exchange outgoing and the foreign exchange earning during the year is Nil. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors state and confirm that: i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) Accounting policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 30th September, 2014 and of the profit of the Company for the year ended on that date iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; iv) The annual accounts of the Company have been prepared on a going concern basis AUDITORS M/s. Saraf & Co. - (Registration Number - 3120453), Statutory Auditors of the Company appointing as Statutory Auditors in terms of Section 139, 141,142, and 144 of the Companies Act, 2013 and the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, for a period of (5) five years till the conclusion of 72nd Annual General Meeting to be held in the year 2019, which is subject to annual ratification by the members of the Company. AUDITOR RESERVATION M/s. D.P. Sen & Co. provide an Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Auditors read together with notes to accounts are self explanatory; hence do not call for any further comments under Section 217 of the Companies Act, 1956. LISTING The Company's shares are listed at The Calcutta Stock Exchange Association Ltd., The Bombay Stock Exchange Ltd., The Uttar Pradesh Stock Exchange Ltd and the Delhi Stock Exchange Ltd. The Company has made the application for delisting of its equity shares from Uttarpradesh Stock Exchange Ltd. and Calcutta Stock Exchange Association Ltd. we are waiting for approval and for further procedures we are still awaiting. Traded at - The Bombay Stock Exchange Ltd. BSE SCRIP CODE - 523566 COMPLIANCE CERTIFICATE Compliance Certificate given by M/s. A.K. Labh & Co., Company Secretaries in terms of proviso to Sub-section (1) of Section 383A of the Companies Act, 1956 is attached and forms part of our report. ACKNOWLEDGEMENT The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorizes, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-opera on with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company. We would also like to express sincere thanks to our shareholders & stakeholder for their confidence and understanding. By Order of the Board of Directors For MARTIN BURN LIMITED K.N. FATEHPURIA Chairman & Managing Director SUNIL FATEHPURIA Director Registered Office: "MARTIN BURN HOUSE" 1, R.N. Mukherjee Road Kolkata - 700 001. CIN NO. L51109WB1946PLC013641 Phone no : 033-2230-3371/3022-5780/81 Email id : martinburn@rediffmail.com Place : Kolkata Date : February 21, 2015. |