We have audited the attached Balance Sheet of SIL BUSINESS ENTERPRISES
LIMITED as at March 31, 2012 and also the Profit and Loss Account of
the Company for the year ended on that date, annexed thereto and the
cash flow statement for the year ended on that date. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We have conducted our audit in accordance with generally accepted
auditing standards in India. These Standards require that we plan and
perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statements
presentation.
1. As required by the Companies (Auditors' Report) Order, 2003 issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraph 4 & 5 of the said order.
2. Subject to our comments in the paragraph (1 and 2) above we state
that:
a) we have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
b) in our opinion, proper books of account as required by law have been
kept by the Company, so far as appears from our examination of the
books;
c) the Balance Sheet, Profit and Loss Account and cash flow statement
dealt with by this report are in agreement with the books of account of
the Company,
d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report are in compliance with the
Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956 except Accounting Standard - AS - 1 Preparation of the
Accounts on going concern basis in Note No. 3 in part B of the Notes on
accounts to the financial statements.
e) in view of default in repayment of fixed deposit to the public by
the company and as per the explanation given to us, all the directors,
who were in the office as on 31st March 2012 are disqualified from
being appointed / reappointed as director in other public company under
clause (g) of sub-section (1) of Section 274 of the Companies Act,
1956.
f) Attention is invited to the following notes forming part of notes to
the accounts: -
i) Note No. 1B (2)
Regarding non-provision for differential liabilities of Rs 64,50,00,000
(approx.) towards Secured Lenders and appropriation of sale proceeds of
Rs 19,00,00,000/- (approx) towards interest and non-provision of income
tax liabilities, amount unascertained.
ii) Note No. 1B (3)
Regarding the preparation of the accounts on going concern basis, even
though the Company is not having any definite source of income due to
the sale of majority of the fixed assets by secured lenders
iii) Note No. 1B (4)
Regarding liability of Rs 24,63,00,000/- (approx.) to Global Trust Bank
Limited, which is now merged and known as Oriental Bank of Commerce
(OBC) in respect of unsecured Debentures after adjusting a credit of Rs
5,65,00,000/- (approx.) towards the amount received by them for which
no details were provided by the Bank to the Company. No effect has been
given in the accounts for the same.
Further no provision has been made in the accounts for interest thereon
from the date of suit due to the said bank in respect of the aforesaid
Debentures, amount unascertained. We are not expressing our opinion of
its consequential impact on Company's Account, as the matter is
subjudice.
iv) Note No. 1B (5)(a)
Regarding non-provision of disputed income tax liability of Rs
23,43,00,000/-(approx) and interest / Penalty thereon and tax liability
pertaining to sale of fixed assets, for which details are not
available.
v) Note No. 1B (5) (b)
Regarding non -provision of disputed sales tax liability of Rs
95,46,000/- (approx.)
vi) Note No. 1B (6)
Regarding non-provision and non-ascertainment of interest on Loan from
MPSIDC, ADCB ICD and Overdue Fixed Deposits, and non-provision of
differential amount of claim made by MPSIDC which is Rs
2,16,42,00,000/- (approx) as against liability provided in books of Rs
28,00,00,000/- (approx).
vii) Note No. 1B (7) (a)
Regarding non-payment of overdue fixed deposits and non- compliance of
instructions issued by company law board u/s 58A (9) of the Companies
Act, 1956
viii) Note No 1B (7) (b)
Regarding settlement of fixed deposit liability without approval of
Company Law Board and writing back of interest provision and crediting
short payment of fixed deposit to Reserves and Surplus.
ix) Note No. 9
Regarding non- availability of confirmation from debtors, creditors and
loans & advances and unsecured loans.
x) Note No. 20
Regarding non-appointment of the Managing Director and payment of
Director and Committees fees amounting to Rs 2,60,000/- lacs in
addition to reimbursement of expenses for maintaining non executive
chairman office & other expenses.
We are unable to express our opinion in respect of the impact of our
observations stated in Para (f) above on the profitability for the year
and its assets and consequential impact on the reserves of the Company.
g) Subject to the foregoing, we are unable to express our opinion on
the accounts of the Company as for the year ended 31st March 2012 which
gives a true and fair view in conformity with the accounting principles
generally accepted in India.
i) in the case of Balance Sheet, of the state of affairs of the Company
as at March, 2012 and
ii) in the case of Profit and Loss Account, of the profit of the
Company for the year ended on that date.
iii) in the case of cash flow statement, of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS' REPORT TO THE
MEMBERS OF SIL BUSINESS ENTERPRISES LTD ON THE ACCOUNTS FOR THE YEAR
ENDED 31ST MARCH 2012.
ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 1 of our
Report of even date)
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of the fixed
assets.
(b) Most of the fixed Assets have been sold by the secured lenders,
therefore the management, as informed, could not carry out the physical
verification of the fixed assets.
(c) According to the information and explanations given to us, the
going concern status of the Company has severely impacted due to sale
of substantial fixed assets by the secured lenders. Reference is
invited to note no.1B (3) annexed to the accounts.
(ii) The Company does not have any inventory during the year. Hence the
procedure of maintenance and verification of the same is not
applicable.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured to/from companies/firms or other parties covered in the
register maintained under section 301 of the Companies Act,1956.
Accordingly, sub clause (b), (c) and (d) are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
internal controls.
(v) According to the information and explanations given to us, the
Company has not entered into any transactions during the year with
parties entered in the register maintained under Section 301 of the
Companies Act, 1956.
(vi) In our opinion according to information and explanation given to
us, the Company has not accepted any Fixed Deposit during the year as
covered by under Section 58A and 58AA of the Companies Act, 1956.
However, the Company has defaulted in payment of matured deposit of Rs
12,70,00,000/- (approx.) and interest thereon upto date of maturity.
Moreover, the Company has also not provided for interest in respect of
such matured Fixed Deposits from the date of maturity till date in the
Accounts.
Some of Fixed Deposit holders had taken legal actions and obtained
order from the Company law board in the matter. However, the Company
could not fully comply with the said order. Further as informed to us,
certain Fixed Deposit holders had approached the Company expressing
their willingness to accept partial payment as referred in Note 1B (7)
(b). As legally advised to the company, such settlement does not
contravene the provision of section 58A and 58AA of the Companies Act,
1956.
(vii) In our opinion, the Company does not have a formal internal audit
system.
(viii) According to the information and explanation given to us,
Central Government has not prescribed the maintenance of cost records
under Section 209(1)(d) of the Companies Act, 1956.
(ix) According to the records of the Company, the Company is generally
regular in depositing undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees' State
Insurance, Income tax, Sales tax, Wealth tax, Custom Duty, Excise Duty,
Cess and other material statutory dues applicable to it with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amount payable in respect of above were in
arrears, as at March 31, 2012 for more than six month from the date on
which they become payable.
(x) According to information and explanation given to us, there are no
dues of sales tax, income tax, custom tax, wealth tax, excise duty /
cess which have not been deposited on account of any dispute except as
stated herein below:
Rs (approx)
Name of Statute / Form where dispute is pending Amount Of
Nature of Dues Dues
Income Tax Act
Income Tax Tribunal (s) 985,79,000
Bombay High Court 1357,30,000
Sales Tax Act
High Court/
Sales Tax Commissioner (Appeals) 95,46,000
(xi) The Company's accumulated Losses at the end of the year are higher
than 50 % of its net worth. However, it has not incurred cash losses
during the year as well as in the immediate preceding financial year.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has defaulted in repayment of dues to the financial
institutions or banks as following
Nature of Dues Year Amount of Default
(As per Company's
Books of Accounts)
Term Loan 2002-2003 Onwards 67,911,250
Working Capital Loan - 343,944,917
Other Unsecured Loan - Do - 519,840,201
Further reference is invited to Note No. 1B (6) (ii) regarding default
in payment of dues and interest and Note No. 4 regarding dispute of
repayment to Global Trust Bank now merged and known as the Oriental
Bank of Commerce. Reference is also invited to Note No. 2 regarding
sale of fixed assets by the financial institutions against their dues.
(xiii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiv) In our opinion, the Company is not a chit fund or a nidhi/mutul
benefit fund/society. Therefore, the provisions of clause 4 (xiii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
Company.
(xv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the Company.
(xvi) Based on our examination of the records and the information and
explanations given to us, the Company has not given guarantees for
loans taken by others from banks or financial institutions.
(xvii) The company has not raised any new term loans during the year.
(xviii) The fund raised on short term basis during the year have not
been used on long term investment and vice versa
(xix) The Company has not made any preferential allotment of shares
during the year.
(xx) The Company has not issued any debentures during the year and
therefore the question of creating security in respect thereof does not
arise.
(xxi) The company has not made any public issue of any securities
during the year and therefore the question of disclosing the end-use of
money does not arise.
(xxii) Based upon the audit procedure performed and the information and
explanations given to us, no fraud on or by the Company has been
noticed or reported during the year.
For BHANGARIA & Co.
Chartered Accountants
ICAI Regn No. 129105W
(CA. Nikunj Govind Bhangaria)
Proprietor
Membership No. : 121369
Place: Mumbai
Dated: August 23, 2012.
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