Martin Burn Ltd’s seven-year audit record is unqualified, but the FY2025-26 report carries an Emphasis of Matter, a special call-out in the audit report, flagging that the company may need to register as an NBFC with the RBI. The core of the story is a loan book that produced a ₹4.45 crore write-off and had a substantial portion of loan principal overdue more than 90 days. Around that sits a family-dominated board that has repeatedly paid itself excess remuneration, a near-total collapse in operating revenue, and a set of frozen legal disputes that have not moved since 2011.
Key findings
- The auditor has flagged a requirement to register as an NBFC with the RBI
Major- In an Emphasis of Matter dated 28 May 2026, the auditor stated that Martin Burn Ltd falls within the NBFC regulatory framework under Section 45-IA of the RBI Act, 1934 and must obtain a Certificate of Registration. The auditor further noted the company’s lending activities constitute “customer interface” under RBI (NBFC) Directions, 2025 and Amendment Directions, 2026. This sits alongside a history of minor exchange non-compliance: BSE imposed a fine of Rs. 59,000 in FY2022-23 for delayed related-party disclosure, and the Secretarial Audit Report for FY2024-25 flagged non-compliance with SEBI LODR on auditor-change disclosure. - Audit opinions are unqualified, but CARO reports reveal overdue loans, a ₹4.45 crore provision, and 2.05 crore in statutory dues arrears
Major- The statutory auditor issued an unqualified opinion each year from FY2019-20 through FY2025-26. Yet in FY2025-26, a substantial portion of loan principal was overdue more than 90 days, and the company wrote off ₹4.45 crore against a provision created earlier. Undisputed statutory dues outstanding for more than six months as at 31 March 2026 included Property/Municipal Tax to Kolkata Municipal Corporation of 2.05 crore. - Executive-director remuneration has repeatedly exceeded statutory limits, while the board is dominated by three related Fatehpuria family members
Major- Remuneration paid to directors aggregating ₹25.05 lakhs in FY2025-26 exceeded limits under Section 197 by ₹1.57 lakhs, and the company sought shareholder approval to waive the excess. Similar excess payments and waiver resolutions occurred in FY2023-24 and FY2020-21, with the FY2020-21 excess of ₹17,29,318 held in trust on behalf of the company. Three of six board members, Mr. Kedar Nath Fatehpuria, Mr. Manish Fatehpuria and Mrs. Sarika Fatehpuria, are relatives, a family relationship disclosed consistently since FY2019-20. - Revenue has collapsed to near-zero service income with no property sales for two consecutive years
Minor- Revenue from operations fell from 1.99 crore in FY2023-24 to ₹32.13 lakh in FY2024-25 and further to ₹1.82 lakh in FY2025-26, with construction and property development sales nil in both FY2024-25 and FY2025-26. Trade receivables stood at ₹30.78 lakh as of 31 March 2023, against total revenue of ₹7.33 crore in FY2022-23. - Two sub-judice disputes stemming from the same Kidderpore property have been frozen since August 2011
Minor- Martin Burn Ltd stopped paying rent to Kolkata Port Trust from August 2011 after the monthly demand was revised upward to ₹7.65 lakhs; outstanding rent as of July 2011 was 6.03 crore and no further provision has been made through 31 March 2026. Simultaneously, the company hiked rent on tenants at the same premises, the tenants disputed the hike, and no rent or service charges have been received or accounted for from August 2011 through 31 March 2026. - The company applies pre-Ind AS accounting standards despite the 2016 mandate, while using revaluation reserves to offset depreciation
Minor- Martin Burn Ltd has applied pre-Ind AS Accounting Standards from FY2019-20 through FY2023-24, despite the MCA notification dated 30 March 2016 making Ind AS applicable from 1 April 2016. The FY2025-26 Annual Report contains a contradiction: the accounting policy note states financial statements are prepared under Ind AS, but also states they are prepared under the earlier Accounting Standards. Additional depreciation on revalued assets is transferred to the credit of the Profit and Loss Account by debiting Fixed Assets Revaluation Reserve, a practice applied consistently from FY2019-20 through FY2025-26. - Operating cash flow is absent from disclosures for seven years, while a ₹11 crore CWIP project sits stalled for over three years
Minor- Cash-flow line-item figures are illegible in the dossier for every year from FY2019-20 to FY2025-26. Capital Work-in-Progress stood at ₹10.99 crore as at 31 March 2026, and the company states the project is on hold with management reviewing costs against the initial budget. Of that total, ₹10.92 crore was aged “More than 3 Years” as at 31 March 2026, up from ₹10.47 crore in that ageing bucket a year earlier.
What to watch
- NBFC registration. Management’s evaluation and response to the auditor’s NBFC registration requirement, including any application to or communication from RBI, as disclosed in the FY2025-26 Annual Report released on 5 August 2026.
- Loan recovery. Recovery of the ₹4.45 crore written-off loans from DRP Financial Services Pvt Ltd and Sharmila Goenka, with the auditor noting uncertainty of recoverability as at 31 March 2026.
- Municipal tax arrears. Whether the Property/Municipal Tax arrears of 2.05 crore to Kolkata Municipal Corporation outstanding as at 31 March 2026 are resolved or escalate.
- Kolkata Port Trust rent dispute. Resolution of the dispute, pending before the Hon’ble District Judge, Alipore Judges Court, Kolkata as of the FY2025-26 reporting period.
- GSG Builders suit. Resolution of the suit filed by GSG Builders Pvt. Ltd. for non-fulfilment of MOU terms, pending before the Hon’ble District Court, Alipore, 24 Parganas (S) as of the FY2025-26 reporting period.
Bottom line: This is a disclosed record with seven years of unqualified audit opinions. The risk is concentrated in a loan book that has outgrown the company’s statutory limits and drawn an NBFC registration flag from the auditor, while the operating business has shrunk to near-zero revenue. The board’s repeated excess remuneration and the frozen Kidderpore disputes add governance weight. Watch whether the RBI registration question forces a structural change, and whether the ₹4.45 crore in written-off loans is recovered.