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Directors Report of XL Energy Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Audited financial Statements for the financial year ended 31st March, 2015:

1. Financial Results

Particulars in Lakhs

31st March, 31st March, 2015 2014

Income from Operations 181.10 206.56

Less: Duties and Taxes 8.62 9.68

Net Income from Operations 172.48 196.88

Other Income 14.41 10.60

Profit( )/Loss(-) Before depreciation, Interest and Tax (130.51) (219.78)

Interest & Financial Charges 9.83 4.40

Depreciation 137.31 328.53

Extraordinary items 0 0

Profit( )/Loss(-) Before Tax (277.65) (552.71)

Provision for Income Tax 0 0

Deferred Tax 0 0

Prior period adjustments 0 0

Profit( )/Loss(-) After Tax (277.65) (552.71)

Dividend (%) 0 0

Equity Capital (Rs.) 227743970 227743970

Earnings per Share (Rs.) -1.22 -2.43

2. Results of Operations and State of the Company's Affairs

During the year, your Company has achieved 181.10 lakhs revenues as compared to previous year revenues of 206.56 lakhs. The company has incurred a loss of '277.65 lakhs as against a loss of '552.71 lakhs for the previous year.

3. Dividend

Your Directors express their inability to recommend dividend during the year due to non availability of surplus.

Certifications

Your company has automated state-of-the-art manufacturing facilities and sophisticated equipments to manufacture high quality telecom and energy products. Your company is an ISO 9001:2000 certified Company. It has a system driven process for manufacturing of various products and has a set of well defined quality process at every stage of production to ensure delivery of high quality products and services.

SPV modules are made as per ISO 9001:2000 international quality standards and are certified for UL, German TuV certification and IEC certification.

4. Particulars of Loans, Guarantees or Investments

The Company has given loan in the form of advances to its Joint Venture Company i.e Saptashva Solar Limited . The details of the loan given by the company are given in the notes to the financial statements. The advances were provided over the year for day to day funding of expenses of the Joint Venture company for payments towards its statutory liabilities and expenses for performing the Annual Maintenance Contracts of the JV company.

5. Transfer to Reserves

There is no profit earned or positive generation of cash during the year, hence the directors have not proposed to transfer any amount to reserves during the financial year under review.

6. Internal Financial Control Systems and their adequacy

The Company has does not have adequate system of internal control due to low and negligible quantum of operations. However, the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

7. Related Party Transactions

None of the transactions with related parties falls under the scope of Section 188(1) of the Act.

8. Fixed Deposits

Y our Company has not accepted any deposits and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

9. Change in the nature of business, if any

There is no material change in the nature of business affecting the financial position of the Company for the year ended March 31, 2015.

10. Joint Venture

M/s Saptashva Solar Limited engaged in Erection, Procurement and Commissioning of Solar Panels is the Joint Venture of your Company where your Company holds 48.97% equity stake.

Information on Joint Venture pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is given in Annexure - 2 in Form AOC-2 and the same forms part of this report.

11. Subsidiary Company

M/s Saptashva Solar SA, Spain is the wholly owned subsidiary of your Company.

Information on Subsidiary pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is given in Annexure - 1 in Form AOC-1 and the same forms part of this report.

12. Directors and Key Managerial Personnel

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee, appointed the Directors and Key Managerial Personnel of the Company during the Financial Year 2014- 15.

Pursuant to the provisions of Section 149 of the Act which came into effect from 01st April, 2014, Mr P R Vishnu and Mr Vikas Nayyar were appointed as Independent Directors of the Company, at the Annual General Meeting held on 29th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr K Surender Reddy has been appointed as the Chief Financial Officer of the Company with effect from 12th June, 2014 in accordance with the provisions of Section 203(1) of the Companies Act, 2013 and Ms Bhargavi, Company Secretary of the Company, Mr Dinesh Kumar, Managing Director, Mr Aneesh Mittal, Whole time Director of the Company are the other Key Managerial Personnel.

Mr Aneesh Mittal retires as Director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

For the perusal of the shareholders, a brief resume of the Directors being appointed/ re-appointed along with necessary particulars is given in the explanatory statement to the notice. The Board of Directors recommend the re-appointment.

13. Statement on declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013

The Independent Directors have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

14. Policy on Directors' Appointment and Remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors' Report.

15. Number of Meetings of the Board

Four meetings of the Board were held during the year viz. 12th June, 2014, 14th August 2014, 14th November, 2014, and 13th February, 2015.

16. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. Independent Directors carried out a separate evaluation on the performance of non- independent directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. Audit Committee

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

18. Risk Management Policy

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with section 134(3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

19. Details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

21. Auditors

The Statutory Auditors, M/s.VNR Associates (Firm Registration No.004478S) , Chartered Accountants, Hyderabad hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have expressed their willingness to continue as Statutory Auditors of the Company, if so appointed by the members. Your Company has received the consent and certificate to the effect that their re-appointment if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and the Rules framed there under, and that they are not disqualified for re-appointment within the meaning of section 141 of the Companies Act, 2013.

22. Secretarial Auditors

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 has appointed R & A Associates, a firm Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company.

23. Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, your Directors confirm that

(i) in the preparation of the annual accounts for the Financial Year 31st March, 2015, the applicable accounting standards have been followed and there are no material departures.

(ii) the Directors had 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 financial year ended on 31st March, 2015 and of the loss of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis.

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively in view of the level of operations.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy:

Due to low quantum of operations currently, the Company requires a low level of energy consumption. Research and Development (R&D):

The Company continues to look at opportunities in the areas of research and development in its present range of activities.

Technology Absorption:

The Company continues to use the latest energy devices for improving the quality of its products. The Company has not imported any technology during the year.

Foreign Exchange Earnings and Outgo:

During the year under review, there are no foreign exchange earnings and outgo.

25. Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The Company has one Managing Director and a Wholetime Director and due to financial constraints being faced by the company they have forgone remuneration.

The Particulars of the Employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year - Nil

b) Employed for part of the year - Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

(a) The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(I) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - Not Applicable.

(II) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year - NIL.

(III) The percentage increase in the median remuneration of employees in the financial year- Not Applicable.

(IV) The number of permanent employees on the rolls of company - 02.

(V) The explanation on the relationship between average increase in remuneration and Company performance - Not Applicable

(VI) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company - Cannot be compared since only the Company Secretary is being paid remuneration among all the Key Managerial Personnel which is negligible.

(VII) Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars 31st March, 2015 31st March, 2014 % Change

Market Capitalisation 569.37 421.33 35.14% (in ' Lakhs) increase

Price Earnings Ratio N.A. N.A. N.A.

Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Particulars 31st March, 2015 2006 December % Change

Market Price (BSE) ' 2.40/share '136.00/ share -98.23% Market Price (NSE) ' 2.60/ share ' 133.35/share -98.05%

(VIII) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparisons with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. - Not Applicable.

(IX) Comparison of each remuneration of the key Managerial Personnel against the performance of the Company - there is no remuneration drawn by any of the Key Managerial Personnel other than the Company Secretary. Due to consistent losses, the remuneration cannot be compared as it is negligible.

(X) The key parameters for any variable component of remuneration availed by the directors - None

(XI) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - None

(XII) The Company affirms that the remuneration is as per the remuneration policy of the Company.

26. Corporate Debt Restructuring (CDR) - Loan Recovery & OTS

The company could not execute the CDR package due to various reasons already explained in the previous year and the Banks have initiated steps for recovery of the debt including issuance of notice under SARFAESI Act as well as filing the OA with the Debt Recovery Tribunal (DRT). However, the Banks have kept an option open for settling the debt due under the One Time Settlement (OTS) proposal submitted to the banks by the Company with the proposed financial assistance from an Asset Reconstruction Company (ARC). The Company is confident that the OTS proposal with support from the ARC will be acceptable to the banks and an early settlement with the banks shall be made.

27. Corporate Governance

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder's trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time to suit the changing needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate by M/s R & A Associates, Company Secretaries, Hyderabad confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

28. Explanations to qualifications in Auditors Report

a) Auditor's Qualification: Balances appearing under Long Term and Short Term Borrowings, Trade Creditors, Long Term Liabilities and other Current Liabilities, Capital WIP, Long Term Loans and Advances are subject to confirmation and/ or reconciliation, if any.

Company's Response: During the year there were no major transactions with reference to Long Term and Short Term Borrowings, Trade Creditors, Long Term Liabilities and other Current Liabilities, Capital WIP, Long Term Loans and Advances and hence, the Company has not obtained confirmation/ reconciliation.

b) Auditor's Qualification: Reference is invited to Note No. 2.28 of Notes to Audited financial Statements regarding non-provision of interest on borrowings from banks.

Company's Response: The Company could not execute the CDR package due to various reasons already explained in the previous years and the Banks have initiated steps for recovery of the debt including issuance of notice under SARFAESI Act as well as filing the OA with the DRT. However, the Company has submitted an OTS proposal for settling the debt with all the banks under the leadership of the State Bank of India with financial assistance from an Asset Reconstruction Company. The banks are negotiating the OTS proposal and settlement is expected to be made at the earliest. Interest on all banks outstanding has not been provided as the company is confident that the OTS proposal with support from the ARC companies will be acceptable to the banks. Hence, interest if any provided during this year or in previous years will have to be reversed and therefore, the Company could not obtain all the required confirmations.

29. Replies to observations made in the Secretarial Audit report

a) Auditor's Observation: The Company has appointed Mr. K. Surender Reddy as Chief Financial Officer of the Company with effect from 12th June, 2014 in the Board meeting held on even date, however pursuant to the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint Chief Financial Officer of the Company with effect from 01st April, 2014.

Management's Response: The Company has complied with provisions of Section 203 of the Companies Act, 2013 in appointment of CFO. Due to the Company's week financial position and low level of operations, the Company could not afford to appoint a Chief Financial Officer prior to or from 01st April, 2014. However, the Company was in search of identifying a competent and consenting individual to be appointed as CFO, the Company has received consent from Mr. K. Surender Reddy who has offered to provide his services to the company without monetary consideration, the appointment of whom the Company felt to be desirable and considered the same in its first Board Meeting held on 12th June, 2014.

b) Auditor's Observation: The Company has not paid any listing fee to the Stock Exchanges as required under Clause 38 of the Listing Agreement.

Management's Response: The Company could not pay the listing fees to the exchanges during the financial year owing to deficit cash flow. However, the Company is in the process to remit the fees by the end of September, 2015.

c) Auditor's Observation: There was a delay in submitting the financial results for the financial year ended on 31st March, 2014. The Company has submitted the financial results on 12th June, 2014 both to the BSE Limited and National Stock Exchange of India Limited as against the due date of 30th May, 2014 prescribed under Clause 41 of the Listing Agreement and paid a fine of ' 55,000/- to the exchanges.

Management's Response: The Company has called for a Board meeting on 30th May, 2014 for consideration and approval of Audited financial results for the financial year ended 31st March, 2014. However, the meeting could not be convened due to lack of quorum and has been adjourned twice for want of quorum due to unavoidable situations for the presence of directors at the meeting. Accordingly, the meeting has been called on 12th June, 2014 and the same was held and convened to consider and approve the financial results and the same was disseminated to the exchanges. Since Standard Operating Procedures were issued by SEBI, the Company was levied penalty for delay in submission beyond the due date and therefore had to pay fine for the same.

30. Management Discussion & Analysis

The Management Discussion and Analysis on Company's performance, industry trends, future outlook and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in this annual report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India.

31. Extract of Annual Return

The Extract of Annual return prepared in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure-1 to this report.

32. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company's clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients.

Your Directors wish to place on their record sincere thanks to the stakeholders for their endeavours and confidence they have reposed on the management of the Company.

For and on behalf of the Board of Directors of XL ENERGY LIMITED

Sd/- Sd/- Place: Secunderabad Dinesh Kumar Aneesh Mittal Date: 14.08.2015 Managing Director Whole Time Director (DIN: 00054833) (DIN: 00061635)




Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2014:

1. Financial Results

Particulars Rs. in Lacs 31st March, 31st March, 2014 2013

Income from Operations 206.56 312.97

Less: Duties and Taxes 9.68 5.04

Net Income from Operations 196.88 307.93

Other Income 10.60 16.31

Profit( )/Loss(-) Before depreciation, Interest and Tax (219.78) (759.28)

Interest & Financial Charges 4.40 1.86

Depreciation 328.53 310.34

Extraordinary items 0 560.48

Profit( )/Loss(-) Before Tax (552.71) (1631.96)

Provision for Income Tax 0 0

Deferred Tax 0 543.93

Prior period adjustments 0 0

Profit( )/Loss(-) After Tax (552.71) (1088.03)

Dividend (%) 0 0

Equity Capital (Rs.) 227743970 227743970

Earnings per Share (Rs.) -2.43 -4.78



During the year, your Company has achieved Rs. 206.56 lakhs revenues as compared to previous year revenues of Rs. 312.97 lakhs. The company has incurred a loss of Rs. 552.71 lakhs as against a loss of Rs. 1088.03 lakhs for the previous year.

2. Dividend

Due to non availability of surplus, your Directors do not recommend any dividend for the year 2013-2014.

3. Corporate Debt Restructuring (CDR) – Loan Recovery & OTS

The company could not execute the CDR package due to various reasons already explained in the previous year and the Banks have initiated steps for recovery of the debt including issuance of notice under SARFAESI Act as well as filing the OA with the Debt Recovery Tribunal (DRT). However, the Banks have kept an option open for settling the debt due under the One Time Settlement (OTS) proposal submitted to the banks by the Company with the proposed financial assistance from an Asset.

Reconstruction Company (ARC). The Company is confident that the OTS proposal with support from the ARC will be acceptable to the bank and an early settlement with the banks shall be made.

4. Subsidiary companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21, 23 and 27 issued by The Institute of Chartered Accountants of India.

Certifications

Your company has automated state-of-the-art manufacturing facilities and sophisticated equipments to manufacture high quality telecom and energy products. Your company is an ISO 9001:2000 certified Company. It has a system driven process for manufacturing of various products and has a set of well defined quality process at every stage of production to ensure delivery of high quality products and services.

SPV modules are made as per ISO 9001:2000 international quality standards and are certified for UL, German TuV certification and IEC certification.

5. Conservation of Energy, Technology Absorption etc

As required by the Companies (Disclosure of particulars in the report of Directors) Rules, 1988, the relevant data relating to conservation of energy, technology absorption and other details are given in the prescribed format as annexure to this report.

6. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures.

(ii) that the Directors had 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 financial year ended on 31st March, 2014 and of the loss of the Company for that period;

(iii) that the directors had taken proper and sufficient care 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 directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

7. Directors

During the year under review, Mr. K Vasudeva Rao, Executive Director, has resigned from the Board with effect from 23r September, 2013.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr Dinesh Kumar and Mrs Ritu Lal Kumar, Directors, retire by rotation at the ensuing 27th Annual General Meeting and being eligible have offered themselves for reappointment.

Mr. Aneesh Mittal, whose tenure expires as Whole time Director of the Company on 25th October, 2014 shall be reappointed for a further period of one year without any remuneration as recommended by the Board with effect from 26th October, 2014.

8. Auditors

M/s. Satyanarayana & Co, Chartered Accountants, who were the Statutory Auditors of the Company have submitted their resignation through their letter vide 30th December, 2013.

Accordingly, M/s V N R Associates, Chartered Accountants, have been appointed as the Statutory Auditors of the Company in the Extra Ordinary General Meeting held on 31st January, 2014 whose appointment has been approved by the shareholders.

9. Particulars of Employees

During the year under review, none of the employees were in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

10. Deposits

During the year under review your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

11. Corporate Governance

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder''s trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time to suit the changing needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate by M/s R & A Associates, Company Secretaries, Hyderabad confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

12. Explanations to qualifications in Auditors Report

a) Auditor''s Qualification: Balances appearing under Long Term and Short Term Borrowings, Trade Creditors, Long Term Liabilities and other Current Liabilities, Capital WIP, Long Term Loans and Advances are subject to confirmation and/ or reconciliation, if any.

Company''s Response: During the year there were no major transactions with reference to Long Term and Short Term Borrowings, Trade Creditors, Long Term Liabilities and other Current Liabilities, Capital WIP, Long Term Loans and Advances and hence, the Company has not obtained confirmation/ reconciliation.

b) Auditor''s Qualification: Reference is invited to Note No. 2.29 of Notes to Audited financial Statements regarding non-provision of interest on borrowings from banks.

Company''s Response: There are practically no transactions made by the Company in its accounts with the Banks in which all the accounts have been overdrawn and the Company is under the Corporate Debt Restructuring. Further, the company has decided not to provide interest on such loan accounts as they are not funded and also since the Company has submitted a proposal for One Time Settlement (OTS) with the banks and the Company is confident that this proposal will be acceptable to the Banks. Hence, interest if any provided during this year or in previous years will have to be reversed and therefore, the Company could not obtain all the required confirmations.

13. Management Discussion & Analysis

The Management Discussion and Analysis on Company''s performance, industry trends, future outlook and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in this annual report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India.

14. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients.

Your Directors wish to place on their record sincere thanks to the stakeholders for their endeavours and confidence they have reposed on the management of the Company.

For and on behalf of the Board of Directors of XL ENERGY LIMITED

Sd/- Sd/- Place: Secunderabad Dinesh Kumar Aneesh Mittal Date: 14.08.2014 Managing Director Whole Time Director (DIN: 00054833) (DIN: 00061635)


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company together with the Audited statement of accounts for the financial year ended 31st March 2012:

1. Financial Results

Particulars Rs in Lacs 31st March 2012 31st March 2011 (12 months) (15 months)

Income from Operations 372.97 16512.03

Less: Duties and Taxes 16.78 4.18

Net Income from Operations 356.19 16507.85

Other Income 26.05 83.98

Profit( )/Loss(-) Before depreciation, Interest and Tax (1076.93) (17456.26)

Interest & Financial Charges 1015.39 8092.81

Depreciation 311.48 377.29

Extraordinary items 926.13 0.00

Profit( )/Loss(-) Before Tax (3329.15) (25926.36)

Provision for Income Tax 0 0.00

Deferred Tax 1109.60 15291.62

Prior period adjustments 0 0.00

Profit( )/Loss(-) After Tax (2219.55) (10634.74)

Dividend (%) 0 0.00

Equity Capital (Rs.) 227743970 227743970

Earnings per Share (Rs.) -9.75 -74.76

During the year, your Company has achieved Rs.372.97 lacs revenues as compared to previous year revenues of Rs. 16512.03lacs. The company has incurred a loss of Rs. 2219.55 lacs as against a loss of Rs. 10634.74 lacs for the previous year.

2. Dividend

Due to non availability of surplus, your Directors do not recommend any dividend for the year 2011-2012.

3. Corporate Debt Restructuring

The company could not execute the CDR package due to various reasons already explained in the previous year and the continuation of the same situation, the company''s operations have substantially come down with both revenues and cash flows drying up, the company was unable to pay either interest or installments due to the banks as per the CDR package. There was a literal stalemate in the situation with the banks not offering further working capital facilities and the promoter not being able to induct fresh funds in the company. However, the promoters are pursuing various options for induction of a Strategic Partner who can work with the company for its revival.

4. Redemption of FCCB''s

As against the outstanding balance of Foreign Currency Convertible Bonds (FCCB) of USD 4.2 Million as at the beginning of the year which was issued in October 2007 having a maturity period of 5 years and one day has matured and is due for redemption in October 2012. However, the FCCB''s are not redeemed as on the date of signing of this balance sheet and the company is in negotiations with the Bond holder for rollover of the same for a further period of 5 years at the same terms and conditions and hence classified the same in the balance sheet as long term funds available with the company.

5. Subsidiary companies

The information as required under Section 212 of the Companies Act, 1956 is attached to this Annual Report.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21, 23 and 27 issued by The Institute of Chartered Accountants of India.

Ministry of Corporate Affairs issued a General Circular No. 2/2011 (No. 5/12/2007-CL-III) dated 8th February 2011 directing the requirement of seeking Central Government''s exemption from attaching the balance sheet/s of the subsidiaries shall not apply to a company provided the conditions as stipulated in the aforesaid General Circular are complied with. Your company has complied with the necessary terms and conditions as per the aforesaid circular and hence only consolidated financial statements are attached herewith.

6. Certifications

Your company has automated state-of-the-art manufacturing facilities and sophisticated equipments to manufacture high quality telecom and energy products. Your company is an ISO 9001:2000 certified Company. It has a system driven process for manufacturing of various products and has a set of well defined quality process at every stage of production to ensure delivery of high quality products and services.

SPV modules are made as per ISO 9001:2000 international quality standards and are certified for UL, German TuV certification and IEC certification.

7. Conservation of Energy, Technology Absorption etc

As required by the Companies (Disclosure of particulars in the report of Directors) Rules, 1988, the relevant data relating to conservation of energy, technology absorption and other details are given in the prescribed format as annexure to this report.

8. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the Financial Year ended 31st March 2012, the applicable accounting standards have been followed and there are no material departures.

(ii) that the Directors had 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 financial year ended on 31st March 2012 and of the loss of the Company for that period;

(iii) that the directors had taken proper and sufficient care 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 directors had prepared the accounts for the financial year ended 31st March 2012 on a ''going concern'' basis.

9. Directors

During the year under review, Mr.Rajiv Garg, Independent director resigned w.e.f. 16.02.2012 and Mr.Ashok Kumar Goyal resigned w.e.f. 13.04.2012. Mr.P.R.Vishnu has been appointed as an Independent Director of the Company w.e.f. 13.03.2012.

Mr.N.Prasad has been appointed as an Independent Director of the Company w.e.f 15.06.2012 and resigned from the Board w.e.f. 03.11.2012 due to other commitments.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Aneesh Mittal and Mrs.Ritu Lal Kumar Directors, retire by rotation at the ensuing 25th Annual General Meeting and being eligible have offered themselves for reappointment.

Mr. Aneesh Mittal, Whole Time Director term expired on 25th October 2012 and Board recommended for re-appointment for a period of 1 year w.e.f. 26th October 2012.

10. Auditors

M/s. Satyanarayana & Co, Chartered Accountants, the retiring auditors of the Company, are eligible for re-appointment. The requisite certificate to the effect that the re-appointment, if made, will be within the limit specified in Section 224 (1-B) of the Companies Act, 1956 has been received from them.

11. Particulars of Employees

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is as follows:

Name Designation Remune ration Qualifi cations Date of Age in Last Nature of Duties (Gross) Commen cement Years Employ ment of Employ ment

Mr. Dinesh Kumar Managing Director NIL* MBA 22.04.1999 46 Years Business

Mr. Dinesh Kumar, Managing Director of the Company, who was drawing remuneration of Rs. 1,50,00,000 p.a. in earlier year had decided not to draw Remuneration for the fiscal year 2011-2012 since the company has not made any profits during the year.

12. Deposits

During the year under review your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

13. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report.

A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to this Report.

14. Explanations to qualifications in Auditors Report

a) The Company has not determined and provided for the amount of gratuity, liability for the employees on accrual basis as at 31st March 2012 which is required to be determined and provided for as per the accounting standard 15 on employees benefits issued by the Institute of Chartered Accountants of India and also as per the provisions of section 209 of the companies act, 1956 relating to preparation of books of account on accrual basis. In the absence of the value of such provision for gratuity, we are unable to determine quantum of such non provision and its impact of the understatement of the loss for the period ended 31st March 2012.

Company''s Response: In view of the huge loss in the company during the current financial year in addition to the last financial year, the company had no cash surplus or sufficient cash generation to meet obligations towards salary of its employees and hence the same are outstanding for senior and lower employees for a substantial period. However, the management is optimistic that the market should revive and make upward trajectory over next 12-24 months and generate cash to meet the statutory obligations.

b) The balance appearing under the secured loans (other than the hire purchase loans) are arrived at after providing for interest at a lower rate than the original contract rate. The interest for the period is calculated based on the concessional rates of interest that are to be charged as per the corporate debt restructuring (CDR) scheme provided by the lenders to the Company on 30th December 2009. However during the current financial year despite restructuring of loans given by banks, the company could not meet its obligations for repayment of loans as per CDR Scheme. Further the promoter also could not bring in capital committed by them. As the company could not execute the CDR package, some of the banks have not charged interest on the outstanding loans during the current financial year. Hence the company has accounted for interest which has been charged by the banks and not made a provision in the books for the interest amount not charged by the banks amounting to Rs..5,149.16 Lakhs. Had this provision been made in the books of account the current year loss would be Rs. 7,368.71 Lakhs.

Company''s Response: Interest charged by the banks during the current year has been accounted by the company on the basis of statements received from the bank. However, SBI and its subsidiaries which are SBH, SBJM, SBM have not charged interest on the outstanding amounts due to them and have not been accounted by the company. The company is in dialogue with the bank for an OTS solution and is also looking for a strategic partner who can fund the OTS and is expected to close on this proposal within March 2013. Company is confident of getting benefit of OTS scheme and gaining a substantial reversal in the interest already charged earlier. Hence, the company has not provided for the interest on those loans on which the banks have not charged interest.

c) We are unable to comment on the carrying value of the investment in one of the subsidiary companies Viz. Khandoba Distilleries Limited in view of the non implementation of the project being executed in the said company and also the stipulations made by the secured lenders of the company as part of the corporate debt restructuring scheme requiring the company to dispose of the said project being implemented.

Company''s response: The bankers are evaluating to get the valuation done through the Independent values before disposing the property. The exercise is in the process.

d) The balances appearing under the Trade Receivables, short Term loans & advances are subject to confirmation and reconciliation. We find no provision has been made in books for doubtful debts.

Company''s response: The Company has made an adhoc provision of 100% of telecom receivables over three years and adhoc provision for receivables less than 3 years.

15. Management Discussion & Analysis

The Management Discussion and Analysis Report forming part of Director''s Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India, forms part of this Annual Report.

16. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavors.

For and on behalf of the Board of Directors

of XL ENERGY LIMITED

Place: Secunderabad Dinesh Kumar Aneesh Mittal

Date: 11.01.2013 Managing Director Whole Time Director


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Audited statement of accounts for the 15 months period ended 31st March 2011

1. Financial Results

Particulars Rs in Lacs 31st March 31st December, 2011 2009 (18 (15 months) months)

Income from Operations 16512.03 42944.98

Less: Duties and Taxes 4.18 374.20

Net Income from Operations 16507.85 42570.78

Other Income 83.98 169.28

Profit( )/Loss(-) Before depreciation, Interest and Tax -17456.26 -5250.05

Interest & Financial Charges 8092.81 10354.47

Depreciation 377.29 395.05

Extraordinary items 0.00 12807.96

Profit( )/Loss(-) Before Tax -25926.36 -28807.53

Provision for Income Tax 0.00 326.72

Deferred Tax 15291.62 390.12

Prior period adjustments 0.00 27.55

Profit( )/Loss(-) After Tax -10634.74 -29583.38

Dividend (%) 0.00 0.00

Equity Capital (Rs.) 227743970 207749500

Earnings per Share (Rs.) -74.76 -142.40

During the year, your Company has achieved Rs.16512.03 lacs revenues as compared to previous year revenues of Rs.42944.98 lacs. The company has incurred a loss of Rs.10634.74 lacs as against a loss of Rs.29583.38 lacs for the previous year.

2. Change in name of the Company

During the year, Company has changed its name from XL Telecom & Energy Limited to XL Energy Limited with effect from 2nd September 2010 pursuant to the approval for change of name granted by Ministry of Corporate Affairs (MCA).

3. Dividend

Due to non availability of surplus, your Directors do not recommend any dividend for the year 2010-2011

4. Changes in Authorized Share Capital

During the year, the Authorised Share Capital of the Company re-classified to Rs.150 Crores consisting of 4,00,00,000 Equity Shares of Rs. 10/- each and 11,00,00,000 preference shares of Rs10/- each by passing Special resolutions through postal Ballot procedure on 28.03.2011.

5. Changes in paid up Share Capital

During the year, upon conversion of US$ 8.04 mill FCCBs, the company issued and allotted 19,99,447 equity shares of Rs.10/- each at a premium of Rs.150/- per share. The outstanding balance of FCCBs as on 31st March 2011 is USD 4.2 million.

Consequent to the above, the paid up equity share capital of the Company was increased to 2,27,74,397 equity shares of Rs.10/- each.

6. Issue of Cumulative Redeemable Preference shares

During the year the Company had allotted 103,780,394 Cumulative Redeemable Preference shares of Rs.10/- each to Banks/financial institutions as per the terms and conditions of debt restructuring by Corporate Debt Restructuring (CDR) Cell.

7. Corporate Debt Restructuring

In the year 2008 - 2009, Company approached Corporate Debt Restructuring (CDR) Cell for restructuring of credit facilities in view of the defaults in debt and interest obligations by the company due to global sluggish demand for solar industry and CDR Cell has approved the restructuring package subject to compliance of certain terms of conditions.

However, continued unfavorable market condition for solar products since 2008,and consequential severe price erosion, though the company did achieve modest revenue of Rs. 165 Crores, the profitability and the cash flow could not be achieved as projected in the CDR scheme. Also the banks though were helpful in rescheduling the payments, could not come up as a help t the company in providing Working Capital Facilities as envisaged in the CDR Scheme resulting in inability of the Company to execute the order in Hand.

In view of the Company's inability to meet the condition of repayment of interest and other obligations, the banks have made the account NPA.

The Company is negotiating with the Banks for 2nd restructuring of its bank obligations through CDR Mechanism.

8. Subsidiary companies

The information as required under Section 212 of the Companies Act, 1956 is attached to this Annual Report.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21, 23 and 27 issued by The Institute of Chartered Accountants of India.

During the year under Report, the Ministry of Corporate Affairs issued a General Circular No. 2/2011 (No. 5/12/2007-CL-III) dated 8th February 2011 directing the requirement of seeking Central Government's exemption from attaching the balance sheet/s of the subsidiaries shall not apply to a company provided the conditions as stipulated in the aforesaid General Circular are complied with. Your company has complied with the necessary terms and conditions as per the aforesaid circular and hence only consolidated financial statements are attached herewith.

9. Certifications

Your company has automated state-of-the-art manufacturing facilities and sophisticated equipments to manufacture high quality telecom and energy products. Your company is an ISO 9001:2000 certified Company. It has a system driven process for manufacturing of various products and has a set of well defined quality process at every stage of production to ensure delivery of high quality products and services.

SPV modules are made as per ISO 9001:2000 international quality standards and are certified for UL, German TuV certification and IEC certification.

10. Conservation of Energy, Technology Absorption etc

As required by the Companies (Disclosure of particulars in the report of Directors) Rules, 1988, the relevant data relating to conservation of energy, technology absorption and other details are given in the prescribed format as annexure to this report.

11. Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the Financial Year ended 31st March 2011, the applicable accounting standards have been followed and there are no material departures.

(ii) that the Directors had 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 financial year ended on 31st March 2011 and of the loss of the Company for that period;

(iii) that the directors had taken proper and sufficient care 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 directors had prepared the accounts for the financial year ended 31st March 2011 on a 'going concern' basis.

12. Directors

During the year, Mr.Dhanunjaya Kumar Alla was appointed as an alternate Director to Mr.Rajiv Garg on 14th February, 2011. During the year under review, Mr.Pramod Kumar Jain, Mr. Wolfgang Knop and Mr. V Visweswara Rao have resigned from the Board w.e.f.15th May 2010, 15th May 2010 and 4th November 2010 respectively. Dr.R.Srinivasan, Chairman and Mr.Dhanunjaya Kumar Alla, alternate director has been resigned from the Board w.e.f. 30.06.2011 and 30.09.2011 respectively.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.Ashok Kumar Goyal, Mr. K Vasudeva Rao, Directors, retire by rotation at the ensuing 24th Annual General Meeting and being eligible have offered themselves for re-appointment.

13. Auditors

M/s. Satyanarayana & Co, Chartered Accountants, the retiring auditors of the Company, are eligible for re- appointment. The requisite certificate to the effect that the re-appointment, if made, will be within the limit specified in Section 224 (1-B) of the Companies Act, 1956 has been received from them.

14. Particulars of Employees

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is as follows:

Name Designation & Remuneratio Qualificatio Nature of n (Gross) ns Duties

Mr.Dinesh Kumar Managing 1,87,50,000 MBA Director

Name Date of Age in Last Commencement Years Employment of Employment

Mr. Dinesh kumar 22.04.1999 46 Business Years

Notes: -

i) Gross Remuneration shown above is subject to tax and comprises Salary, HRA and other Allowances inclusive of salary due and payable.

ii) He has adequate experience to discharge the responsibility assigned to him.

iii) Mr.Dinesh Kumar is a relative of Mrs.Ritu Lal Kumar, Director of the Company.

15. Deposits

During the year under review your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

16. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report.

A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to this Report.

17. Explanations to qualifications in Auditors Report

a) The Company has not determined and provided for the amount of gratuity, liability for the employees on accrual basis as at 31st March 2011 which is required to be determined and provided for as per the accounting standard 15 on employees benefits issued by the Institute of Chartered Accountants of India and also as per the provisions of section 209 of the companies act, 1956 relating to preparation of books of account on accrual basis. In the absence of the value of such provision for gratuity , we are unable to determine quantum of such non provision and its impact of the understatement of the loss for the period ended 31st march 2011

Company's response: In view of the huge loss in the company during the current financial year in addition to the last financial year, the company had no cash surplus or sufficient cash generation to meet obligations towards salary of its employees and hence the same are outstanding for senior and lower employees for a substantial period. However, the management is optimistic that the market should revive and make upward trajectory over next 12-24 months and generate cash to meet the statutory obligations.

b) The balance appearing under the secured loans (other than the hire purchase loans) are arrived at after providing for interest at a lower rate than the original contract rate. The interest for the period is calculated based on the concessional rates of interest that are to be charged as per the corporate debt restructuring (CDR) scheme provided by the lenders to the Company on 30th December 2009. However during the current financial year despite restructuring of loans given by banks, the company could not meet its obligations for repayment of loans as CDR Scheme. Further the promoter also could not bring in capital committed by them. The Company pursuing a second restructuring of the loans

Company's response: The company made application for second restructuring of its loans in view of continued sluggish demand and price destruction in solar segment. The application is pending with the Banks for its evaluation and consideration.

c) We are unable to comment on the carrying value of the investment in one of the subsidiary companies Viz. Khandoba Distilleries Limited in view of the non implementation of the project being executed in the said company and also the stipulations made by the secured lenders of the company as part of the corporate debt restructuring scheme requiring the company to dispose of the said project being implemented.

Company's response: The bankers are evaluating to get the valuation done through the Independent valuers before disposing the property. The exercise is in the process.

d) The balances appearing under the sundry debtors and loans & advances are subject to confirmation and reconciliation. We find no provision has been made in books for doubtful debts.

Company's response: The Company has made an adhoc provision of 100% of telecom receivables over three years and adhoc provision for receivables less than 3 years.

e) The Company is not regular in depositing with appropriate authorities the following undisputed statutory dues including Provident Fund, investor education protection fund, Employees State Insurance, Income tax, sales tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it

Provident Fund Dues Rs. 9.75 Lakhs

ESI 1.57 Lakhs

Tax Deducted At Source 157.11 Lakhs

Total 168.43 Lakhs

Company's response: The Company has made significant payments and cleared overdues. However small leftover dues will be paid on availability cash

18. Management Discussion & Analysis

The Management Discussion and Analysis Report forming part of Director's Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India, forms part of this Annual Report.

19. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company's clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavors.

For and on behalf of the Board of

Directors of XL ENERGY LIMITED

Place: Secunderabad Dinesh Kumar Aneesh Mittal

Date: 24.10.2011 Managing Director Whole Time Director


Dec 31, 2009

The Directors have pleasure in presenting the Twenty Third Annual Report of the Company together with the Audited statement of accounts for the 18 months period ended 31st December 2009.

Financial Results Rs in Lakhs

Particulars 31st Dec, 2009 30th June, 2008 (18 months) (12 months)

Income from Operations 42944.98 65,651.37

Less: Duties and Taxes 374.20 249.85

Net Income from Operations 42570.78 654,01.51

Other Income 169.28 222.51

Profit(+)/Loss(-) Before depreciation, Interest and Tax -5250.05 7,462.84

Interest & Financial Charges 10354.47 2,595.80

Depreciation 395.05 213.40

Extraordinary items 12807.96 0.00

Profit(+)/Loss(-) Before Tax -28807.53 4,653.64

Provision for Income Tax 326.72 575.00

Provision for Fringe Benefit Tax 31.47 26.59

Deferred Tax 390.12 37.72

Prior period adjustments 27.55 0.00

Profit(+)/Loss(-) After Tax -29583.38 4014.33

Dividend (%) 0.00 15%

Equity Capital (Rs.) 207749500 187854520

Earnings per Share (Rs.) -142.40 21.37

During the year, your Company has achieved Rs.42944.98 lacs revenues for the year compared to previous year revenues of Rs. 65651.37 lacs. The company has incurred a loss of Rs.29583.38 lacs as against a profit of Rs.4014.33 lacs for the previous year. The losses among other reasons, are mainly due to Mark-to-Market losses on inventories, foreign currency exchange fluctuation losses and due to high interest burden for carrying the inventories and new project initiatives.

The decline in revenue is mainly due to the global economic recession coupled with the sluggish demand for solar photovoltaic power solar farms.

Segment wise revenues of your company are as under:

Rs in Lakhs

Segment wise revenue 2008-2009 2007-08 (18 months) (12 months)

I.Telecom 2566.56 29,104.35

II. Energy 40378.42 36,547.02

Total revenues 42,944.98 65,651.37

Dividend

Due to non availability of surplus, your Directors do not recommend any dividend for the year 2008-09.

Corporate Debt Restructuring

During the year the company has approached CDR Cell for restructuring of credit facilities in view of the defaults in debt and interest obligations by the company due to global sluggish demand. CDR Cell has approved the restructuring package and the details are mentioned at point No.B - 1 of Schedule 14 to the notes to accounts.

Foreign Currency Convertible Bonds

Pursuant to the approval accorded by the members on 26th September, 2007, the Company raised US$ 40 million in October 2007 through an issue of Zero Coupon Foreign Currency Convertible Bonds (FCCBs) due in 2012. The FCCBs have a maturity period of 5 years and 1 day and are listed at Singapore Stock Exchange. The said FCCBs are convertible by Bondholders into equity shares at any time on or after 29th October, 2007 upto the close of the business on 22nd October, 2012. During the year, conversion price of the FCCBs has been reset to Rs.160/ - per equity shares from Rs.260/- per equity share. During the year the company issued and allotted 19,89,498 equity shares of Rs.10/- each at a premium of Rs.150/- per share on conversion USD 8.00 million FCCBs. The outstanding balance of FCCBs as on 31st December 2009 is USD 12.24 million.

Subsidiary companies

The information as required under Section 212 of the Companies Act, 1956 is attached to this Annual Report. As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company is attached. The company has submitted the application to the Central Government under Section 212(8) of the Companies Act, 1956 for the exemption from attaching the balance sheet, Profit & Loss A/c and Directors Report and other documents as required.

Certifications

During the year, your company accredited with UL certification to enter into US Markets.

Conservation of Energy, Technology Absorption etc

As required by the Companies (Disclosure of particulars in the report of Directors) Rules, 1988, the relevant data relating to conservation of energy, technology absorption and other details are given in the prescribed format as annexure to this report.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the Financial Year ended 31st December 2009, the applicable accounting standards have been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 financial year ended on 31st December 2009 and of the loss of the Company for that period;

(iii) that the directors had taken proper and sufficient care 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 directors had prepared the accounts for the financial year ended 31st December 2009 on a going concern basis.

Directors

During the year, Mr.Dhanunjaya Kumar Alia was appointed as alternate Director to Mr.Rajiv Garg on 30* April, 2010. During the year, Mr.Naresh Chand Singhal has resigned from the Board w.e.f.22nd October 2009.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.Aneesh Mittal, Mrs.Ritulal Kumar and Mr.V.Visweswara Rao Directors retire by rotation at the ensuing 23rd Annual General Meeting and being eligible have offered themselves for re-appointment.

Auditors

M/s. Satyanarayana & Co, Chartered Accountants, the retiring auditors of the Company, are eligible for re-appointment. The requisite certificate to the effect that the re-appointment, if made, will be within the limit specified in Section 224 (1 -B) of the Companies Act, 1956 has been received from them.

Particulars of Employees

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is as follows:

Name Designation Remuneration Qualifications Nature of Duties (Gross)

Mr.Dinesh Kumar Managing Director 2,25,00,000 MBA

Mr.K.Vasudeva Rao Executive Director 54,00,000 B.Sc, CA

Mr.V.Visweswara Rao Director (Finance)54,00,000 M.Com.

Mr.Aneesh Mittal Whole Time Director 36,00,000 B.Com

Mr.Pramod Kumar Jain Whole Time Director 46,50,000 M.Tech.

Mr.Ramu M V General Manager - Solar 8,70,544 M.Sc (Electronics)



Name Date of Age Last Commencement in years Employment of Employment

Mr.Dinesh Kumar 22.04.1999 46 Years Business

Mr.K.Vasudeva Rao 23.02.2005 48 years Goldstone Technologies Ltd

Mr.V.Visweswara Rao 04.09.1999 51 Years Deccan Granites Ltd

Mr.Aneesh Mittal 01.04.1987 48 Years Business

Mr.Pramod Kumar Jain 04.03.2002 44 Years Lucent Technologies Pte Ltd

Mr.Ramu M V 24.08.2009 62 years TATA BP Solar, Bangalore

Notes: -

i) Cross Remuneration shown above is subject to tax and comprises Salary, HRA and other Allowances inclusive of salary due and payable.

ii) They have adequate experience to discharge the responsibility assigned to him.

iii) Mr.Dinesh Kumar and Mr.Aneesh Mittal are relatives of Mrs.Ritu Lai Kumar, Director of the Company.

Explanations to qualifications in Auditors Report

a. The company has not provided for the amount of the gratuity liability as per Accounting Standard-15.

Companys response: As per the companys present accounting policy, Gratuity liability is accounted for on cash basis. However the board has decided to change the policy to conform to AS-15 which will be reflected in the accounts of ensuing period.

b. The balances appearing under secured loans are arrived at after providing for interest at a lower rate than the original rates. The interest for the period is calculated based on the concessional rates of Interest that are to be charged as per the Corporate Debt Restructuring (CDR) Scheme approved by the lenders to the company on 30th December2009. However the said CDR package is yet to be implemented and the secured lenders have not restated the interest rates as per the CDR package as on date. The provision of interest as per the rates approved under CDR as against original contacted rates has an impact of reduction in secured loan by Rs.2197.11 lakhs and understate- ment of loss to the same extent.

Companys response: The company has accounted for the interest based on the CDR Scheme approved on 23rd January 2010 and the Master Restructuring Agreement (MRA) executed with the lenders.

c. We are unable to comment on the carrying value of the investment in one of the subsidiary companies viz. Khandoba Distilleries Limited pending implementation of the project.

Companys response: The realizable value of the investment would be determined as per the CDR Scheme referred to above Deposits.

d. The Balances appearing under unsecured loans, sundry creditors, capital WIP, sundry debtors and loans and advances are subject to confirmation and reconciliation. We find no provision has been made in books for doubtful debts.

Companys response: Company has circulated letters for the balances appearing in unsecured loans, sundry creditors, capital WIP, sundry debtors and loans and advances for confirmation of balances. Company has received confirmations from some of the parties and the same are in agreement with the balances as per the companys books.

e. The Company is not regular in depositing with appropriate authorities the undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it excepting income tax dues for the Asst Year 2007-08, 2008-09 amounting to Rsi1486 lacs, provident fund dues to the tune of Rs.15.31 lacs and the TDS of Rs.119.53 lacs.

Companys response: Unpaid statutory dues pending as on 31st December 2009 will be discharged on a priority basis through the CDR mechanism.

Deposits

During the year under review your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report.

A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to this Report.

Management Discussion & Analysis

Management Discussion & Analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement, is given as a separate statement forming part of the Annual Report.

Acknowledgements

Your Directors would like to express their appreciation for the sincere efforts put in by the dedicated team of employees of the Company resulting in successful performance during the period under review.

Your Director would like to place on the record their sincere appreciation for continuous support extended by the Companys Bankers and Financial Institutions.

Last but not the least, Your Directors also wish to place on record their thanks to stake holders of the Company for the confidence reposed on the management of the Company.

For and on behalf of the Board of Directors of XL TELECOM & ENERGY LIMITED

Place: Secunderabad DINESH KUMAR V. VISWESWARA RAO

Date: 21st April, 2010 MANAGING DIRECTOR DIRECTOR (FINANCE)

 
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