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) Â 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)