Dear Members,
 
 The Twenty Seventh Annual Report together with the Audited Statement of
 Accounts of the Company for the year ended March 31, 2011 is being
 submitted.
 
 FINANCIAL RESULTS
 
 
                                             (Rs. in lakhs)
 
 Particulars                           2010-2011       2009-2010
 
 Sales and other Income                        -               -
 
 Profit/(Loss) before Depreciation,            -               - 
 
 Interest, Prior Period Expenses
 
 Less: Interest                                -               -
 
 Less: Depreciation                            -               -
 
 Less: Prior Period Expenses                   -               -
 
 Profit/(Loss) before Tax                      -               -
 
 Income Tax                                    -               -
 
 Liabilities Written Back net                  -               -
 
 Profit/(Loss) after Income Tax                -               -
 
 Balance carried forwarded               (674.67)        (674.67) 
 from previous year
 
 Net Profit/(Loss) transferred           (674.67)        (674.67) 
 to Balance Sheet
 
 EPS (In Rs.)                                  -               -
 
 
 DIVIDEND
 
 As the Company is in the process of implementing the refinery project,
 your Directors have not recommended any dividend.
 
 PROGESS OF THE PROJECT
 
 During the financial year 2010-2011, the Company has made the
 significant progress in the direction of implementing refinery project.
 The Company has successfully tied up with Hardt Group, Austria, which
 is primarily focused in Energy sector, by signing the Assets Purchase
 Agreements with entities managed by it. The group had invested in used
 refinery equipments which incidentally when combined with the German
 refinery bought by the Company can enable it to attain a refining
 capacity of 10 MMTPA.
 
 The total cost of the equipments from Tagore Investments SA is US $
 275,000,000 (US Dollars Two Hundred Seventy Five Million only). The
 total cost of the equipments from Amber Energy SA is US $ 142,000,000
 (US Dollars One Hundred Forty Two Million only). The aggregate cost of
 both the refineries amounting to US $ 417,000,000 (US $ Four Hundred
 Seventeen Million only), will be paid as under:
 
 1.  US $ 317,000,000 (US Dollars Three Hundred Seventeen Million only)
 by way of issue of Global Depository Receipts of equivalent amount to
 the suppliers of the equipments viz. Amber Energy SA, Panama (US $ 142
 mn) and Tagore Investments SA, British Virgin Islands (US $ 175mn).
 
 2. US $ 100,000,000 (US Dollars One Hundred Million only) in Cash after
 achieving financial closure for the project.
 
 The application to the Central Government has been made for issue of
 equity in the form of Global Depository Receipts (GDR) against purchase
 of refinery equipments under the said Assets Purchase Agreements.
 
 Hardt group has subscribed to the Equity of the Company to the tune of
 US $ 2.7 million by means of preferential allotment and is expected to
 invest further to take care of some of the working capital
 requirements. The Company also made the preferential allotment to Nyra
 Holdings Private Limited, a promoter group Company.
 
 Simultaneously, the Contract for Purchase and sale of Assets related to
 a decommissioned 90000 bpd Oil Refinery with Lohrmann International
 GmbH was renegotiated modifying the scope of work, purchase
 consideration and payment schedule. However as the Company was not able
 to meet the payment deadlines, the contract was cancelled. But, the
 Company is still trying its best to get alternate payment options so
 that the Company doesn''t lose the equipment.
 
 The Ministry of Environment and Forests (MOEF) has been approached for
 obtaining approval for the upward revision in capacity from 5 MMTPA to
 10 MMTPA. The Company has also requested West Bengal Government for
 extension of time for payment of consideration for sub leased land and
 extension of fiscal incentives for enhanced capacity of the project.
 WBIDC has extended the time till September 30, 2011 but the Company has
 requested it to extend till March 31, 2012 which is receiving their
 attention.
 
 Hardt group is trying to get offers for EPC contract from some of the
 renowned European contractors and it is likely to be concluded soon.
 Chemtex Global Engineers Private Limited which prepared the Detailed
 Feasibility Report for the lenders earlier is presently updating the
 report for the enhanced capacity of 10 MMTPA.
 
 DIRECTORS
 
 Mr. B. Srinivasa Rao retires by rotation as required under the
 Companies Act, 1956 and being eligible, offers himself for
 reappointment.
 
 FIXED DEPOSITS
 
 Company has not accepted any deposit under section 58A of the Companies
 Act, 1956, during the financial year under review.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with the mandatory provisions of Corporate
 Governance as prescribed in the Listing Agreement with the Stock
 Exchanges. A separate report on Corporate Governance is included as a
 part of the Annual Report along with the Certificate on its compliance.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors'' Responsibility Statement, the
 Directors confirm on the basis of information placed before them by the
 Management and Auditors: -
 
 1.  That in the preparation of the annual accounts for the financial
 year ended March 31, 2011 the applicable Accounting Standards have been
 followed;
 
 2.  That the Company has selected appropriate accounting policies and
 applied them consistently and made judgement and estimates that were
 reasonable and prudent so as to give a true and fair state of the
 affairs of the Company at the end of the financial year under review;
 
 3.  That the Company has 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; and
 
 4.  That the accounts of the Company for the financial year ended March
 31, 2011 has been prepared on a going concern basis.
 
 CODE OF CONDUCT
 
 The Code of Conduct, as adopted by the Board of Directors, is
 applicable to all Directors, Senior Management and Employees of the
 Company. This Code is based on fundamental principles, viz. good
 corporate governance and good corporate citizenship. The Code covers
 Company''s commitment to sustainable development, concern for
 occupational health, safety and environment, a gender friendly
 workplace, transparency and auditability and legal compliance.
 
 AUDITORS'' REPORT
 
 With regard to the qualification in the Auditors'' Report read together
 with Annexure referred to in Paragraph 3 of the Auditors'' Report, the
 explanation is as under:
 
 Since the Company is setting up a refinery project, the exchange
 differences, interest on outstanding statutory dues and certain
 indirect expenses not directly attributable to construction have been
 taken in the statement of Pre- operative Expenses, which forms part of
 Capital Work in Progress. The above accounting treatment is in
 accordance with the clarification given by the Department of Company
 Affairs (Letter No. 2/17/64-PR, dated 29-1- 1964). However, at the time
 of allocation of Pre-operative Expenses to the respective assets on
 commissioning of the project, these foreign exchange gain/loss and
 other indirect expenses not directly attributable to construction shall
 not be capitalized.
 
 Based on the opinion from an independent eminent lawyer and in the
 light of certain court judgements, certain services, rendered by
 foreign suppliers mainly in connection with the purchase of plant and
 machinery, have been considered to be part of supply of plant and
 machinery and the Company has been advised that there would be no
 liability on account of tax deducted at source and service tax.
 Accordingly, service tax and tax deducted at source amounting to Rs.
 5,437,653 and Rs.  6,001,848 respectively has been derecognised in the
 financial statements and interest cost for non payment of the tax
 deducted at source for the period from January 1, 2011 to March 31,
 2011 amounting to Rs. 218,407 has not been provided for in the
 financial statements.
 
 Further, in the light of certain court judgements and in line with the
 Company''s position in its income tax returns for the previous years,
 the interest income earned in those years has been considered to be
 capital in nature and accordingly the provision for income tax
 (including of interest thereon) created in respect thereof amounting to
 Rs. 56,165,790 in those years has been derecognized in the financial
 statements for the year ended March 31, 2011 and also the interest
 thereon for the period from January 1, 2011 to March 31, 2011 amounting
 to Rs.  2,389,182 has not been provided for in the financial
 statements.
 
 AUDITORS
 
 The Company''s Auditors M/s. Walker, Chandiok & Co., Chartered
 Accountants, New Delhi and M/s. Arun K. Gupta & Associates, Chartered
 Accountants, New Delhi, retire at the forthcoming Annual General
 Meeting and are eligible for re-appointment. M/s. Walker, Chandiok &
 Co., Chartered Accountants, New Delhi and M/s. Arun K. Gupta &
 Associates, Chartered Accountants, New Delhi have submitted the
 certificate under Section 224(1B) of the Companies Act, 1956 confirming
 that their appointment as joint Statutory Auditors, if made, shall be
 in accordance with the said section.
 
 MANAGEMENT DISCUSSION & ANALYSIS
 
 The Management Discussion & Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement is presented in
 a separate section forming part of the Annual Report.
 
 LISTING OF SECURITIES
 
 Your Company''s securities are currently listed with Bombay Stock
 Exchange. The Company''s Global Depository Receipts (GDRs) are listed at
 Luxembourg Stock Exchange. The Company has paid the listing fees to
 Bombay Stock Exchange and Luxembourg Stock Exchange for the financial
 year 2011-2012 and Calendar Year 2011 respectively.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
 
 The prescribed details as required under Section 217(1)(e) of the
 Companies Act, 1956 read with the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 are not applicable to
 our type of Company.
 
 PARTICULARS OF THE EMPLOYEES
 
 There is no employee drawing the salary as prescribed under Section
 217(2A) of the Companies Act, 1956 read with Companies (Particulars of
 Employees) Rules, 1975.
 
 FOREIGN EXCHANGE
 
 The details of the foreign exchange earnings and out go during the year
 have been given in the schedules to the accounts.
 
 ACKNOWLEDGEMENT
 
 The Directors have pleasure in recording their appreciation of the
 assistance extended to the Company by various officials of Central
 Government, State Government and participating financial Institutions.
 The Directors would like to express their appreciation of the
 co-operation extended by the Company''s bankers and employees.
 
                                      For and on behalf of the Board
 
                                                 (Deep Kumar Rastogi)
                                                  Executive Chairman
 
 New Delhi 
 August 10, 2011