SIL Business Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

The Directors have pleasure in presenting 54th Report on the operation of your Company together with audited accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS (Rupees in Lacs)

Current year Previous year.

Rupees Rupees Rupees Rupees

Sales and Other Income 7.18 257.07

Less:

Expenditure

Employees Cost 186.40

5.65

Operating and Other Exp. 18.22 127.80

23.87

Operating Profit (16.69) (57.13)

Extra Ordinary items

- Sundry Balances written off - (33.74)

- Profit/(Loss) on sale of Assets 0 611.56

- Reduction in Liabilities to FD Holders (Int.) 0 .28

.0 578.1

Profit/(Loss) before interest, (16.69) 520.97 Depreciation & Taxation amount

- Interest (10.12) (.33)

- Provision for Doubt full Debts 0 (13.24)

- Provision for Depreciation (2.48) (49)

(12.60) (62.57)

The Net Profit/ (Loss) for the year Amounts to (29.29) 458.40

Earlier years income/expenses

Income tax earlier year - (21.35)

- (12.66)

Interest pertaining to earlier years (1138.91)

Balance brought forward from previous year - (29.29) (714.52)

Leaving a balance to be carried forward (16451.19) (15736.67)

(16480.48) (16451.19)

INCOME %

Sales and Other Income 7.18 100 257.08 100.00

EXPENDITURE

Material Consumption - - -

Employees Cost 5.65 78.69 186.40 72.41

Operating and Other expenses 18.22 253.76 127.80 49.71

Total Expenditure 23.87 332.45 314.20 121.12

Operating Profit (Loss) (16.69) (232.45) (57.12) (21.12)

2. DIVIDEND:

In view of the loss for the period, the Directors have not recommended any dividend.

3. REVIEW OF FINANCIAL PERFORMANCE:

As reported in the previous years'' Annual Reports, the assets of the Company had been sold by Secured Lenders. The Company is not carrying on any activity.

4. BIFR

As reported in earlier Annual Reports, your Company was declared sick unit under section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985 SICA) on 5th July, 2006 by the Board for Industrial and Financial Reconstruction (BIFR). A draft Scheme was prepared and submitted by the Company to the BIFR for approval and to the Company''s Bankers for their approval. At the hearing held on 05.01.2011 BIFR has dismissed the Company''s application. However, the Company is yet to receive the order from BIFR to this effect.

5. OUTLOOK FOR THE CURRENT YEAR

A. BUSINESS IN THE CURRENT YEAR

All the mortgaged assets of the Company had been sold by the secured lenders. The said assets contained production facilities of the Company thereby completely hampering the Company''s ability to manufacture goods and even doing job work. After the said sale, the Company is not having any operating assets. The Company is also not able to maintain an office and the Directors are trying to comply with formalities to the best of their personal capacities. All the employees/workers of the Company had also resigned. The Company is not carrying on any activity at present. The Company has still to pay large amount to banks and other Secured and Unsecured creditors. The Company does not have funds to maintain its office also and at the courtesy of director a postal address is maintained for collecting correspondence. It is not in a position to meet its statutory and other daily expenses.

6. AUDITORS'' NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

7. FIXED DEPOSITS:

The outstanding fixed deposits as on March 31, 2012 aggregated to Rs.12.63 crores towards Principle and Rs. 2.47 crores towards interest. The Company has repaid fixed deposits of Rs.17 cr. approx.(7665 folios) during the period from 2002 to date due to persistent efforts of Directors.

Efforts had been made to the effect that part of the funds received by the Company during the period had been used towards repayment of fixed deposits. It is the Company''s intention to pay the small depositors as early as possible and the draft Scheme submitted to BIFR had been prepared with this in mind. But under the circumstances, as narrated above the task now seems impossible.

8. ADDITIONAL INFORMATION:

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given below:

A. Conservation of Energy: The Company is not carrying on any activity at present and hence it is not applicable.

B. Technology Absorption, Adaptation and Innovation: Not Applicable

C. Foreign Exchange Earnings and Outgo:

i) Activities relating to exports: NIL

ii) Foreign Exchange earned and used: NIL

9. PARTICULARS OF EMPLOYEES:

There were no employees drawing a remuneration exceeding Rs. 60 lacs per annum when employed for the whole year or Rs. 5 lacs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.

10. DIRECTORATE:

Mr. Haresh A. Bhojwani retires by rotation and being eligible offers himself for reappointment.

Mr. S. R. Hemmady resigned as Whole-time Director and Secretary of the Company w.e.f.1.8.2012 but remains as a Director.

11. AUDITORS:

M/s Bhangaria & Co, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirms:

I. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

II. that the selected accounting policies were applied consistently and the directors 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 as on March 31, 2012 and of the loss of the Company for the period ended March 31, 2012.

III. that 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 fraud and other irregularities;

IV. that the annual accounts have been prepared on a going concern basis despite sale of assets of the Company by secured lenders.

13. CORPORATE GOVERNANCE:

A note on Corporate Governance along with a Certificate from Auditors is annexed and forms part of the Directors'' Report.

Registered Office: For and on behalf of the Board of Directors,

Plot No.1&2, Jijamata Nagar, SIL BUSINESS ENTERPRISES LIMITED,

Nashik Road-422 101.

Date: August 23, 2012. DIRECTOR DIRECTOR

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Mar 31, 2011

Dear Members,

Your Directors have pleasure in presenting 53rd Report on the operation of your Company together with audited accounts for the year ended March 31,2011.

1. FINANCIAL RESULTS

Current year

Rupees Rupees

Sales and Other Income 25,707,725 Less : Expenditure

Employees Cost 18,639,843

Operating and Other Exp. 12,779,639

31,419,482

Operating Profit (5,711,757)

Lossonsale of Investments -- Extra Ordinary items -

* Sundry Balances written off (3,374,390)

* Profit/(Loss) on sale of 61,156,268

Assets

* Reduction in Liabilities 27,864 to FD Holders (Int.)

57,809,742

Profit/(Loss) before interest, 52,097,985 Depreciation & Taxation amount

* Interest (33,537)

* Provision for Doubt full (1,324,921) Debts

* Provision for Depreciation (4,899,809)

(6,258,267)

The Net Profit/ (Loss) for 45,839,718 the year Amounts to Earlier years income/expenses (2,134,887)

Income tax earlier year (1,266,544)

Interest pertaining to earlier (113,890,49) (1,17,291,929) years

(71,452,211)

Balance brought forward from (1,573,666,816) previous year

Leaving a balance to be (1,645,119,028) carried

INCOME

Sales andOther Income 25,707,725 100

EXPENDITURE

Material Consumption --

Employees Cost 18,639,843 72.50

Operating and Other 12,779,639 49.71 expenses

Total Expenditure 31,419,482 122.21

Operating Profit (5,711,757) (22.21)

Previous year.

Rupees Rupees



Sales and Other Income 69,458,119 Less : Expenditure

Employees Cost 35,122,807

Operating and Other Exp. 25,594,137

60,716,944

Operating Profit 8,741,175

Lossonsale of Investments (28659) Extra Ordinary items -

* Sundry Balances written off (122,220)

* Profit/(Loss) on sale of 65,862

Assets

* Reduction in Liabilities 268,708 to FD Holders (Int.)

183,691

Profit/(Loss) before interest, 8,924,866 Depreciation & Taxation amount

* Interest (160,221)

* Provision for Doubt full Debts

* Provision for Depreciation (16,915,925)

(17,076,146)

The Net Profit/ (Loss) for (8,151,280) the year Amounts to Earlier years income/expenses

Income tax earlier year (4,173,230)

Interest pertaining to earlier (4,173,230) years

(12,324,510) Balance brought forward from previous year (1,561,342,307)

Leaving a balance to be (1,573,666,817) carried

INCOME %

Sales andOther Income 69,458,119 100.00

EXPENDITURE

Material Consumption -- --

Employees Cost 35,122,807 50.56

Operating and Other 25,594,137 36.83 expenses

Total Expenditure 60,716,944 87.39

Operating Profit 8,741,175 12.61

2. DIVIDEND:

In view of the loss for the period, the Directors have not recommended any dividend.

3. REVIEW OF FINANCIAL PERFORMANCE:

The Company continued to do job work till August, 2010, and earned gross job work worth Rs.225.72 Lakhs. Thereafter, the assets of the Company had been sold by Bank/Financial Institution, as discussed later in the Report hereunder.

The working of the wind mills during the year was also not satisfactory and the Company could earn Rs. 18.76 lacs only.

The Company held its Annual General Meeting on December 01, 2011. After conducting certain Ordinary and Special Business, viz. re-appointment of retiring Director, appointment of Additional Directors etc. the meeting was adjourned as the annual accounts for the year ended March 31, 2011 was not ready. The accounts could not be made ready since the secured lenders which had sold the assets of the Company had not given details of sale, viz. the appropriation of sale proceeds against company's liability etc. The adjourned Annual General Meeting is now being held.

4. SALE OF ASSETS BY SECURED LENDERS

As reported in previous year's Annual Report the Company, Secured Lenders, Alla ha bd Bank, and Federal Bank had assigned the debts due by the Company in favour of J M Financial Asset Reconstruction Company Pvt. Ltd. ICICI Bank Ltd., Abu Dhabi Commercial Bank Ltd. and State Bank of Hyderabad had assigned the debts due by the Company in favour of Kotak Mahindra Bank Ltd. During the year, Secured Lenders acted upon the possession notice dated 16.10.2004 issued under Section 13(2) of the SARFAESI, Act, 2002.

Your Company has been informed by KMBL and JMFARC that they have sold the Company's assets to a buyer in September, 2010. Accordingly, the Company has accounted the same in the accounts. Since the Secured Lenders did not provide the details of the said sale it has resulted in delay in finalization of accounts.

5. BIFR

As reported in earlier Annual Reports, your Company was declared sick unit under section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985 SICA) on 5th July, 2006 by the Board for Industrial and Financial Reconstruction (BIFR). A draft Scheme was prepared and submitted by the Company to the BIFR for approval and to the Company's Bankers for their approval. At the hearing held on 05.01.2011 BIFR has dismissed the Company's application. However, the Company is yet to receive the order from BIFR to this effect.

6. OUTLOOK FOR THE CURRENT YEAR

A. BUSINESS IN THE CURRENT YEAR

All the mortgaged assets of the Company had been sold by the secured lenders. All the employees/workers, except one, of the Company had also resigned. The Company is not carrying on any activity at present. The job work agreement stands terminated due to sale of productive assets. Hence, the options with the Company are very limited.

7. AUDITORS' NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

8. SNOWCEM PRODUCTS LANKA (PVT.) LTD., SRI LANKA:

Further to our report in the previous year's Annual Report, the Company has received the share value amount. The said amount will be used in repayment of fixed deposits, statutory dues, routine expenses.

9. FIXED DEPOSITS:

The outstanding fixed deposits as on March 31, 2011 aggregated to Rs.12.70 crores towards Principle and Rs. 2.48 crores towards interest.

During the period form April 01, 2010 to March 31, 2011 the Company has paid and settled Rs.5.60 lacs inclusive of interest to the fixed deposit holders.

Efforts had been made to the effect that part of the funds received by the Company during the period had been used towards repayment of fixed deposits. It is the Company's intention to pay the small depositors as early as possible and the draft Scheme submitted to BIFR had been prepared with this in mind. But under the circumstances, as narrated above the task now seems impossible.

10. ADDITIONAL INFORMATION:

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given below:

A. Conservation of Energy:

B. Technology Absorption, Adaptation and Innovation: Not Applicable

C. Foreign Exchange Earnings and Outgo:

i) Activities relating to exports: NIL

ii) Foreign Exchange earned and used: NIL

11. PARTICULARS OF EMPLOYEES:

There were no employees drawing a remuneration exceeding Rs. 60 lacs per annum when employed for the whole year or Rs. 5 lacs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.

12. DIRECTORATE:

At the AGM held on December 01, 2011 Mr. R. J. Paymaster was re-appointed as a Director retiring by rotation. However, Mr. Paymaster resigned as Director of the Company w. e. f. 19.12.2011. The Board places on record its appreciation of the services rendered by Mr. Paymaster during his tenure as Chairman and as Director.

Mr. T. B. Ruia, resigned as Director of the Company w. e. f. 01.03.2011. The Board records its sincere gratitude to Mr. Ruia for his relentless efforts for leading the Company during its prime time as well during its crisis, for a long tenure.

At the Annual General Meeting held on December 01, 2011, Mr. Haresh Bhojwani, Mr. S. R. Hemmady and Mr. Hariprasad Adka were appointed as Directors retiring by rotation. At the said AGM the appointment of Mr. S. R. Hemmady as a Whole Time Director was confirmed by the shareholders.

13. AUDITORS:

M/s R. S. Shah & Associates, Chartered Accountants, the Auditors of the Company retire and are eligible for re-appointment. However, M/s R. S. Shah & Associates have shown their unwillingness to be re-appointed.

At the request of the Company M/s Bhangaria & Co, Chartered Accountants have consented to be appointed as Statutory Auditor of the Company. M/s Bhangaria & Co. have furnished a certificate under Section 224 (1) of the Companies Act, 1956 of their eligibility for re-appointment. The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fixtheir remuneration.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 as on March 31, 2011 and of the loss of the Company for the period ended March 31, 2011.

iii. that 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 fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis despite sale of assets of the Company by secured lenders.

15. CORPORATE GOVERNANCE:

A note on Corporate Governance along with a Certificate from Auditors confirming the Compliance is annexed and forms part of the Directors' Report.

Registered Office: For and on behalf of the Board of Directors, Plot No.1&2, Jijamata Nagar, SIL BUSINESS ENTERPRISES LIMITED, Nashik Road-422 101. Date: January 16, 2011. CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting 52nd Report on the operation of your Company together with audited accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

Current year Previous period 18 months.

Rupees Rupees Rupees Rupees

Sales and Other

Income 69,458,119 131,343,092

Less : Expenditure

Employees Cost 35,122,807 54,362,428

* Operating and

Other Exp. 25,594,137 47,374,566

60,718,944 101,736,994

Operating Profit 87,411,75 29,606,098

Extra Ordinary

items -

- Bad debts written

off --- (151,157.384)

Loss on sale

Commodities --- (257,619)

Loss in sale of

Investment (28659) ---

- Sundry Balances

written off (122,220) (143,098)

- Profit/(Loss) on

sale of 65,862 114631

Assets

- Reduction in

Liabilities to 268,708 2,226,656

FD Holders (Int.) 183,691 (149.216,814)

Profit /(Loss)

before interest, 8,924,866 (119,610,716)

Depreciation &

Taxation amount

-Interest (160,221) (19,816,347)

- Provision for

doubtful Loans, --- ---

Advances & debts

- Provision for

FBT (250,000)

- Provision for

Depreciation (16,915,925) (22,605,849)

(170,761.46) (42,672,196)

The Net Profit/

(Loss) for the (8,151,280) (162,282,912)

year Amounts to

Earlier years (4,173,230) (3,664,647)

Income/expenses

Balance brought

forward from . (1,561,342,307) (1,402,724,045)

previous year

Leaving a balance

to be (1,573,666,817) (1,402,724,041)

carried

% %

INCOME

Sales and Other

Income 69,458,119 100.00 131,343,092 100.00

EXPENDITURE

Material

Consumption - - -- --

Employees Cost 35,122,807 50.56 54,362,428 41.39

Operating and

Other 25,594,137 36.83 47,374,566 36.07

expenses

Total Expenditure 60,716,944 87.39 101,736,994 77.46

Operating Profit 8,741,175 12.61 29,606,098 22.54

The above figures are not comparable since previous periods figures are for 18 months and the current years figures are for 12 months.

2. DIVIDEND:

In view of the loss for the period, the Directors have not recommended any dividend.

3. REVIEW OF FINANCIAL PERFORMANCE;

The Company, in order to meet its expenses, has continued to do job work for other Companies and during the year the Company has earned gross job work worth Rs. 573.93 Lakhs. Since the Company is not able to utilize full capacity, our job work charges are higher compared to market.. Hence, we are forced to accept reduction in job work charges which has affected the earnings of the Company;

The working of the wind mills during the year was not satisfactory as one of the machine got severe damage in earlier periods and sent for repair has not been received back from the Vendors. The vendor is demanding exorbitant amount for repairs which is not acceptable to the Insurance Company. Also the Vendor is not providing satisfactory maintenance services for other windmills. Presently, there is no alternate service providers available and the Company is trying to find out the same.

The power rates instead of being raised are being reduced by Government of Maharashtra and pending bills are also not being paid. The Company jointly with other windmill owners of the area have made a representation about the matter.

4. OUTSTANDING EXPORT BILLS

In pursuance of the consent from RBI, The Abu Dhabi Commercial Bank Ltd., Allahabad Bank and State Bank Of Hyderabad have given their permission to write off the outstanding Export bills. Consequently, the Company has written off the amounts of these bills in the current year.

5. BIFR

As reported in earlier Annual Reports, your Company was declared sick unit under section 3(1 )(0) of the Sick Industrial Companies (Special Provisions) Act, 1985 SICA) on 5th July, 2006 by the Board for Industrial and Financial Reconstruction (BIFR). A draft Scheme was prepared and submitted by the Company to the BIFR for approval and to the Companys Bankers for their approval. The Company has not received any communication from its Bankers or BIFR to the Scheme submitted by the Company to them.

6. OUTLOOK FOR THE CURRENT YEAR

A. BUSINESS IN THE CURRENT YEAR

The Company has continued to do job work for a manufacturer. There had been severe competition in the market for doing job work. Since the Company is not able to utilize full capacity, our job work charges are higher compared to market. Hence, we are forced to accept reduction in job work charges which has affected the earnings of the Company. The Company has learnt that without brand name and only doing job work will not enhance either its margin or standing in the market.

The income from wind mills is not encouraging due to old machines and damage to one of the wind mills as stated in previous years Annual Report.

The Company had been declared a sick unit under the provisions of The Sick Industrial Companies (Special Provisions) Act, 1985. The Company is facing shortage of finance because the banks and financial institutions had stopped extending facilities to the Company because the accounts with the Banks have become NPA. Now the Banks and Financial Institution have taken over the asset and sold it to other party. Under the circumstances, the options with the Company are very limited. At present the Company is meeting its day to day expenses from the job work charges earned.

B. SETTLEMENT OF DUES OF LENDERS

The Company had submitted a draft rehabilitation scheme, according to which the Company proposed to settle the dues of the secured lenders. But BIFR has not responded to our Scheme so far.

As reported in the earlier years Annual Report Allahabad Bank on behalf of Consortium consisting of Allahabad Bank, State bank of Hyderabad, Federal Bank, Abu Dhabi Commercial Bank and ICICI Bank Ltd. (hereinafter referred as "Consortium Bank") had issued notice under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI), 2002 (54 of 2002) and in exercise of powers conferred under Section 13 (12) read with Rule 3 of the Security Interest (Enforcement) Rules, 2002 issued Demand Notice under section 13 (2) of the said Act on 16th October, 2004 by the Authorised Officer of Allahabad Bank on behalf of said Consortium banks calling upon Company and guarantors to repay the amounts mentioned in the said notice together with further interest thereon at the applicable rates as mentioned in the said notice, within 60 days from the date of receipt of the said notice, incidental expenses, costs, charges etc till the date of payment and/or realisation.

ICICI Bank, Abu Dhabi Commercial Bank and State Bank of Hyderabad assigned the debts by inter-alia assigning all right, title and interest, benefit, claim, estate and demand in and to the debts arising out of the facilities granted to SILBEL together with any incidental right thereto relating to the said facilities in favour of Kotak Mahindra Bank Limited ("KMBL") along with the underlying securities.

Allahabad Bank and Federal Bank assigned their debt by inter-alia assigning all right, title and interest, benefit, claim, estate and demand in and to the debts arising out of the facilities granted to SILBEL together with any incidental right thereto relating to the said facilities in favour of J M Financial Asset Reconstruction Company Limited ("JMFARC") along with the underlying securities.

Your Company has been informed by KMBL and JMFARC that they propose to sell the property acquired by them. Considering the fact that the properties were already under possession of KMBL and JMFARC under SARFAESI. The Company is not in a position to service its huge debts. Only source of income is from job work charges. There are many court cases against Company filed by Banks and financial institution and other creditors for recovery of their dues. As per valuation done by a lender Bank the distress value of properties of the Company is not more than X 8crore to Rs. 9 crore. which at the most can go upto Rs. 15/ Rs. 16 crore at fair market value at a very optimistic valuation. The total claim including interest of the Banks is more than Rs. 200 crores. JMFARC and KMBL have assured the Company that the balance liabilities and claims against the Company of the said Bank/Institution would be waived. JMFARC and KMBL have also assured that all the workmen and employees will be absorbed by the buyer in their company with all the service benefits accruing to the employees and workmen After considering all the possible options and due consultations with the, experts in the industry, the

Board of Directors of the Company, thought it fit prudent to give consent for sale of the Companys assets to KMBL and JMFARC as otherwise also they have the right to sell it. By giving consent the company will be protected from other vicarious liabilities and the claims of the Banks to the tune of more than Rs. 200 crores which the Banks are ready to write it off if consent is given and hence the Board considered it prudent in the benefit of the shareholders to give the consent and felt it was commercially prudent to do so.

7. AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

As regards Auditors observation as to disqualification of Directors under Section 274 (1) (g) of the Companies Act, 1956 the Board would like to submit that the Company has obtained an opinion from a senior Supreme Court Advocate that the Companys Directors have completed the disqualification period of five years and hence, now the Directors are not disqualified to be appointed or reappointed as Directors of other public company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. The first default in repayment of fixed " deposit occurred in December 2001 and since then the Company stopped acceptance of fresh deposits and renewal of existing deposits. The Company has repaid fixed deposit amounting to Rs. 17,25 crores including interest (7626 folios) out of total outstanding amount of Rs. 32.49 crores (13492 folios) upto March 31, 2010. The Company is utilizing the surplus amount after payment of salary/wages to repay the fixed deposits to the maximum extent possible. During the financial year ended March 31, 2010, the Company has paid/settled an amount of Rs. 56.94 lacs.

8. SNOWCEM PRODUCTS LANKA (PVT.) LTD., SRI LANKA:

Your Company has been informed by Snowcem Products Lanka P. Ltd.(SPL), the Joint Venture Project of the Company, that in view of the heavy duty structure the manufacturing activity is uneconomical and therefore, SPL is considering the winding up of the company. SPL has also started incurring heavy losses. During the years ended March 31, 2009 and March 31, 2008 SPL has incurred a loss of SL. Rs. 54,45,662/- and SL Rs. 40,40,593/- respectively. The Board of Directors of the Company, therefore, thought it prudent to terminate the Joint Venture Agreement with Browns group. It was mutually agreed between the Company and Browns group that Browns group would acquire 200000 Equity Shares held by the Company in SPL at face value of Rs. 10/- aggregating to SL. Rs. 20,00,000/-. Remittance for the sale of Shares is still awaited from Browns group who have informed that they are awaiting their Central Bank permission for remittance which has been applied by them and the Company is following it up rigorously with them.

9. FIXED DEPOSITS:

The outstanding fixed deposits as on March 31, 2010 aggregated to Rs. 12.76 crores towards Principle and Rs. 2.48 crores towards interest. During the period form April 01, 2009 to March 31, 2010 the Company has paid and settled Rs. 56.94 lacs inclusive of interest to the fixed deposit holders.

The Companys application with the Company Law Board, Principal Bench at New Delhi filed against the Orders of Company Law Board for repayment of fixed deposit holders is pending.

The Company has paid/settled in respect of all cases pending at Company law Board and other Forums. Only cases received recently are pending, which will be paid/settled in due course.

Efforts have been made to the effect that maximum cash flow received by the Company during the period has been used towards repayment of fixed deposits. It is the Companys intention is to pay the small depositors as - early as possible and the draft Scheme submitted to BIFR has been prepared with this in mind.

The Company suspended acceptance of fresh deposits and renewal of existing deposits since January 2003.

10. ADDITIONAL INFORMATION:

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given below:

A. Conservation of Energy:

Energy conservation continues to be a major area of emphasis and is closely monitored with every manufacturing unit of the Company. Adequate capacitor banks have already been installed to maximize power factor.

B. Technology Absorption, Adaptation and Innovation: Not Applicable

C. Foreign Exchange Earnings and Outgo:

i) Activities [elating to exports : NIL

ii) Foreign Exchange earned and used : NIL

11. PARTICULARS OF EMPLOYEES:

There were no employees drawing a remuneration exceeding Rs. 24 lacs per annum when employed for the whole year or Rs. 2 lacs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made, .

12. DIRECTORATE:

In accordance with the Articles of Association of the Company, Mr. T. B, Ruia retires by rotation and, is eligible, for re-appointment.

Mr. Haresh A. Bhqjwani was appointed as an Additional director of the Company w. e. f. 01.01.2010. Mr. Haresh hold office upto the date of ensuing Annual General Meeting, pursuant to section 260 of the Companies Act, 1956. Notice has been received from one of the members signifying his intention to propose Mr, Haresh as Director of the Company.

13. MANAGEMENT COMMITTEES

As the Managing Director has resigned from February 06, 2006, the Board formed following Committees of Directors to look after the day to day administration of the Company.

BUSINESS OPERATION COMMITTEE

FINANCE & TAXATION COMMITTEE

GENERAL ADMINISTRATION AND LEGAL COMMITTEE

14 AUDITORS:

Messrs R. S. Shah & Associates, Chartered Accountants, the Auditors of the Company retire and are eligible for re-appointment. Messrs R. S. Shah & Associates have furnished a certificate under Section 224 ( 1 ) of the Companies Act, 1956 of their eligibility for re-appointment. The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 as on March 31, 2010 and of the loss of the Company for the period ended March 31, 2010.

iii. that 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 fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis.

16. CORPORATE GOVERNANCE:

A note on Corporate Governance along with a Certificate from Auditors confirming the Compliance is annexed and forms part of the Directors Report.

For and on behalf of the Board of Directors,

SIL BUSINESS ENTERPRISES LIMITED,

T.B.RUIA

CHAIRMAN

Registered Office:

Plot No.1&2, Jijamata Nagar,

Nashik Road-422 101

Date: August 17, 2010.

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Mar 31, 2009

The Directors have pleasure in presenting 51st Report on the operation of your Company together with audited accounts for the eighteen months period ended March 31, 2009.

1. FINANCIAL RESULTS

Current period for 18 months Previous year Rupees Rupees Rupees Rupees

Sales and Other Income 131,343,092 107,159,389

Less :

Expenditure

Consumption of Materials -- -- 93,595

Employees Cost 54,362,428 34,130,802

Operating and Other Exp. 47,374,566 65,985,570

101,736,994 100,209,967

Operating Profit 29,606,698 6,949,422

Extra Ordinary items -

- Bad debts written off (151,157,384) (3,722,632)

- Loss in Commodity Derivatives (257,619) --

- Loans & Advances written -- 553,790 back.

- Security Deposit written off -- (500,000)

- Sundry Balances written off (143,098) --

- Profit/(Loss) on sale of Assets 114,631 (531,157)

- Reduction in Liabilities to FD 2,226,656 -- 800,952 Holders (Int.)

(149,216,814) (3,399,047)

Profit/(Loss) before interest, (119,610,716) 3,550,375

Depreciation & Taxation amount

- Interest (19,816,347) (420,800)

- Provision for doubtful Loans; -- (100,000,000) Advances & debts

- Provision for FBT (250,000) (350,000)

- Provision for Depreciation (22,605,847) 13,029,254

(42,672,194) 113,800,054

The Net Profit/ (Loss) for the (162,282,9.12) (11.0,249,679) year Amounts to

Earlier years income/expenses (3,664,647) (1,525,226)

Balance brought forward from (1,402,724,045) (1,290,949,136) previous year

Leaving a balance to be carried (1,561,342,306) (1,402,724,041)

% % INCOME

Sales and Other Income 131,343,092 100.00 107,159,389 100.00

EXPENDITURE

Material Consumption - - 93,596 0.09

Employees Cost 54,362,428 41.39 34,130,802 31.85

Operating and Other expenses 47,374,566 36.07 65,985,573 61.58

Total Expenditure 101,736,994 77.46 100,209,971 93.52

Operating Profit 29,606,098 22.54 6,949,418 6.48

The above figures are not comparable since current periods figures are for 18 months and previous years figures are for 12 months.

2. DIVIDEND:

In view of the loss for the period, the Directors have not recommended any dividend.

3. REVIEW OF FINANCIAL PERFORMANCE:

The Company in order to meet its expenses has entered into job work agreements and is currently doing job work for them and did this year only job work worth Rs.1097.88Lakhs. There was reduction in the job work charges due to recession.

The working of the wind mills during the period was also not satisfactory as one of the wind mills got severely damaged and could not be operated after it was hit by a lightning, one and half year ago. The said wind mill could not be repaired also because road connecting the wind mill site has caved in due to heavy rain. Other wind mills are also not operating to their full capacity due to their being old machines and have frequent breakdowns. Further, Maharashtra State Electricity Distribution Company Ltd. has raised a demand of Rs.16.60 Lakhs towards their charges and for refund of the subsidy availed by the Company. The Company intends to contest the claim. The power rates instead of being raised are being reduced by Government of Maharashtra and pending bills are also not being paid. The Company jointly with other windmill owners of the area have made a representation about the matter.

As has been reported in the earlier Annual Reports, the customer to which the Company had exported goods during the period 1998 to 2000, has been ordered to be wound up as per the Orders of the High Court of Justice, London. However, as reported in the previous year Annual Reports, there will not be any relaxation in the Companys effort to recover the outstanding amount of export bills, even though chances looks to be remote.

4. OUTSTANDING EXPORT BILLS

As reported in the Annual Report for the previous periods the Company had exported goods to a party in London in the year 1998-99 to 1999-2000. The Company realized part of the amount of export bills. Unfortunately the foreign party started defaulting in payments and the Company discontinued further exports to the foreign party from April, 2001. An amount of Rs. 133.55 crore approx. was still due from it. The Company made every effort to recover the money. The Company entered into three Memorandum of Understandings with the foreign party during the period from August, 2001 to April, 2002. But, when no payments were received in pursuance of the aforesaid MOUs, the Company filed a recovery suit on October 09, 2002 with Queens Bench Division, Commercial Court in the High Court of Justice, London through our Companys Solicitors, M/s Morgan Walker, London. The Company obtained two decrees. Subsequently, a creditor filed a petition for compulsory winding up of the said foreign party on 07.10.2004. Order to wind up the foreign party was passed on 17.11.2004. Our Solicitors Messers Morgan Walker in London obtained a report from the official Liquidator and informed us that the outstanding amount was not recoverable. Based on this report the Company requested Reserve Bank of India(RBI) to give permission to write off the unpaid export bills. After due clarifications • finally RBI consented to write off the outstanding export bills amount vide its letter no.

FED.MRO.CAD(EXP)/35.19.012/2008-09 dated February 27, 2009 and instructed the Authorised Dealers to permit the Company to write off the outstanding export bills in the books of the Company. In pursuance of the consent from RBI, The Abu Dhabi Commercial Bank Ltd. has already permitted the Company to write off the unpaid export bills negotiated through it vide its letter no. Bills/59/09 dated April 21, 2009. Allahabad Bank and State Bank Of Hyderabad have not yet given their permission to write off the unpaid bills, which were negotiated through them, due to dispute as to their high charges which the Company is hopeful of being settled amicably.

5. BIFR

As reported in earlier Annual Reports, your Company was declared sick unit under section 3(i)(0) of the Sick Industrial Companies (Special Provisions) Act, 1985 SICA) on 5 lh July, 2006 by. the Board for Industrial and Financial Reconstruction (BIFR). A draft Scheme was prepared and submitted by the Company to the BIFR for approval and to the Companys Bankers for their approval. The Company has not received any communication from its Bankers or BIFR.

6. OUTLOOK FOR THE CURRENT YEAR

A. BUSINESS IN THE CURRENT YEAR

The Company continues to undertake job work.

The Company had been into manufacturing and selling of paints since the last 5 decades. It tried use its existing experience to carry out consulting and contract painting assignments for various projects. But the efforts did not materialise.

The income from wind mills is not encouraging due to old machines and damage to one of the wind mills as stated earlier.

Under the circumstances, the options with the Company are very limited, because the Company had been declared a sick unit under the provisions of The Sick Industrial Companies (Special Provisions) Act, 1985. The Company is facing shortage of finance because the banks and financial institutions have stopped extending facilities to the Company because the accounts with the Banks have become NPA.

B. SETTLEMENT OF DUES OF LENDERS

The Company had submitted a draft rehabilitation scheme, according to which the Company proposed to settle the dues of the secured lenders. But BIFR has not responded to our Scheme so far.

During the period the Company has entered into One Time Settlement (OTS) with the Greater Bombay Co-op. Bank Ltd.(GBCB). In pursuance of the OTS the liability of the GBCB has been paid in full on March 31, 2009. The fund for said payment has been arranged by one of the Guarantors of the term loan extended by GBCB, whose property was mortgaged.

The Company has received a letter no. MFB/B/SIL/1132 dated April 17, 2009 from Allahabad Bank informing about assignment of financial assistance granted by the Bank to the Company to JMF Asset Reconstruction Company Ltd., together with underlying security interests, under Section 5 of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

7. AUDITORSNOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

As regards Auditors observation as to disqualification of Directors under Section 274 (1) (g) of the Companies Act, 1956 the Board would like to submit that the Company has obtained an opinion from a senior Supreme Court Advocate that the Companys Directors have completed the disqualification period of five years and hence, now the Directors are not disqualified to be appointed or reappointed as Directors of other public company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. The first default in repayment of fixed deposit occurred in December 2001 and since then the Company stopped acceptance of fresh deposits and renewal of existing deposits. The Company has repaid fixed deposit amounting to Rs. 16.68 crores including interest (7400 folios) out of total outstanding amount of Rs.32.49 crores (13492 folios) upto March 31, 2009. The Company is utilizing the surplus amount after payment of salary/wages to repay the fixed deposits to the maximum extent possible. During the financial year ended March 31, 2009, the Company has paid/settled an amount of Rs. 0.98 cr.

8. SNOWCEM PRODUCTS (LANKA) PVT. LTD., SRI LANKA:

The Company is in negotiation with Snowcem Products (Lanka) P. Ltd. to improve the business. We are now informed that in view of the heavy duty structure the manufacturing activity is uneconomical and therefore, the Snowcem Products (Lanka) is considering the winding up of the company.

9. FIXED DEPOSITS:

The outstanding fixed deposits as on March 31, 2009 aggregated to Rs. 13.23 crores towards Principle and Rs. 2.58 crores towards interest.

During the period form April 01, 2008 to March 31, 2009 the Company has paid and settled Rs. 0.98 crores inclusive of interest to the fixed deposit holders.

The Companys application with the Company Law Board, Principal Bench at New Delhi filed against the Orders of Company Law Board for repayment of fixed deposit holders is pending.

Efforts have been made to the effect that maximum cash flow received by the Company during the period has been used towards repayment of fixed deposits. It is the Companys intention to pay the small depositors as early as possible and the draft Scheme submitted to BIFR has been prepared with this in mind.

The Company suspended acceptance of fresh deposits and renewal of existing deposits since January 2003.

10. ADDITIONAL INFORMATION:

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given below:

A. Conservation of Energy:

. Energy conservation continues to be a major area of emphasis and is closely monitored with every manufacturing unit of the Company. Adequate capacitor banks have already been installed to maximize power factor.

B. Technology Absorption, Adaptation and Innovation: Not Applicable

C. Foreign Exchange Earnings and Outgo:

i) Activities relating to exports: NIL

ii) Foreign Exchange earned and used: NIL

11. PARTICULARS OF EMPLOYEES:

There were no employees drawing a remuneration exceeding Rs. 24 lacs per annum when employed for the whole year or Rs. 2 lacs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.

12. DIRECTORATE:

In accordance with the Articles of Association of the Company, Mr. S. K. Pachapurklar retires by rotation and, is eligible, for re-appointment.

Mr. V. S. Paranjape resigned as Director of the Company with effect from June 09, 2008. The Company places on record its appreciation of services rendered by Mr. Vilas Paranjape during his tenure as a Director.

13. MANAGEMENT COMMITTEES

As the Managing Director has resigned from February 06, 2006, the Board formed following Committees of Directors to look after the day to.day administration of the Company.

BUSINESS OPERATION COMMITTEE

FINANCE & TAXATION COMMITTEE

GENERAL ADMINISTRATION AND LEGAL COMMITTEE

14 AUDITORS: .

Messrs R. S. Shah & Associates, Chartered Accountants, the Auditors of the Company retire and are eligible for re- appointment. Messrs R. S. Shah & Associates have furnished a certificate under Section 224 ( 1 ) of the Companies Act, 1956 of their eligibility for re-appointment. The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 as on March 31, 2009 and of the loss of the Company for the period ended March 31, 2009.

iii. that 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 fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis.

16. CORPORATE GOVERNANCE:

A note on Corporate Governance along with a Certificate from Auditors confirming the Compliance is annexed and forms part of the Directors Report.

For and on behalf of the Board of Directors, SIL BUSINESS ENTERPRISES LIMITED, T.B.RUIA

CHAIRMAN Registered Office: Plot No.1&2, Jijamata Nagar, Nashik Road-422 101. Date: August 24, 2009.