The Directors present herewith the Twenty Eighth Annual Report together
 with the Audited Accounts of the Company for the year ended March 31,
 2012.
 
 FINANCIAL RESULTS
 
                                                        (Rs. in Millions)
 
 Description                                           2011-12  2010-11
 
 Other Income                                             7.74        -
 
 Total Revenue                                            7.74        -
 
 Emplyee Benefits Expense                                 9.76        -
 
 Finance Cost                                             8.13        -
 
 Depreciation & Amortiazation Expenses                    1.44        -
 
 Other Expenses                                          29.53        -
 
 Total Expenses                                          48.86        -  
 
 Profit/(Loss) before exceptional
 and extraordinary items and tax                        (41.12)       -
 
 Extra-ordinary Items                                  2643.05        -
 
 Profit/(Loss) before Tax                            (2,684.17)       -
 
 Tax Expense                                                 -        -
 
 Loss for the year                                   (2,684.17)       -
 
 DIVIDEND
 
 As the Company is in the process of implementing the refinery project
 and there is no operating income, your directors have not recommended
 any dividend.
 
 PROGRESS OF THE PROJECT
 
 During the second half of financial year 2011-12, the progress on
 implementation of the project had been considerably slowed down because
 of events beyond the control of the management.  The Company had during
 the previous financial year tied up with Hardt group, for import of
 certain refining equipments managed by it at a total cost of US$ 417
 million, out of which a major portion amounting to US$ 317 million was
 to be settled by issuing equity in the form of Global Depository
 Receipts (GDRs). The said arrangement, apart from reducing the cash
 outflow burden would have enabled the Company to tie up substantial
 portion of the equity requirement for funding the project. Apart from
 the proposed gDr issue as above, Hardt group, through Abboro Limited,
 Cyprus, has infused funds to the extent of Rs.136.53 million in the
 Company which enabled the Company to restart the project activities.
 
 The Company had submitted its application to the Foreign Investment
 Promotion Board (FIPB), Ministry of Finance, seeking their approval for
 issuance of such GDR to Hardt group.  Though FIPB had approved the
 allotment in their meeting held on May 20, 2011, the matter was
 recommended by them to the Cabinet Committee on Economic Affairs (CCEA)
 as the size of the issue exceeded Rs. 12,000 million.
 
 However in the interim, Securities and Exchange Board of India(SEBI),
 while dealing with certain entities in case of market manipulation by
 issue of GDRs, had vide its ex-parte order No.WTM/PS/ISD/02/2011 dated
 September 21, 2011, which was later confirmed vide order dated December
 30, 2011, directed our Company not to issue equity shares or any other
 instruments convertible into equity shares or alter capital structure
 in any manner till further directions in this regard.  The SEBI order
 has resulted in the Company not being able to proceed with the proposed
 GDR issue and tie up its Equity.  Consequent to SEBI''s order, FIPB has
 also withdrawn its recommendation to CCEA and kept the proposal pending
 at its end.
 
 The Company had requested Foreign Investment Promotion Board (FIPB) to
 hold the proposal till receipt of favourable orders from SEBI. However,
 FIPB, vide its letter dated July 23, 2012 informed the company that it
 is not acceding to its request as the FDI Policy effective from April
 1, 2012 does not allow issue of equity against import of second hand
 equipments. The Company has, on July 31, 2012 requested FIPB to
 reconsider its decision as the earlier approval was based on FDI Policy
 dated April 1, 2011, which allowed the issue of such equity.  A
 favourable response is expected.
 
 Subsequent to the confirmatory order of December 30, 2011, SEBI had
 called for additional information in January 2012 and also summoned the
 Managing Director for a personal appearance, which was complied with
 and all queries of SEBI were replied to. The final order from SEBI in
 this regard is expected shortly and the project activities are expected
 to re-commence no sooner the orders from SEBI are received.  During
 March 2011, the Contract for Purchase and sale of Assets related to a
 decommissioned 90000 bpd Oil Refinery with Lohrmann International GmbH
 (Lohrmann) was renegotiated whereby the scope of the contract was
 amended to exclude auxiliary technical services and consultancy
 services besides reduction in the purchase price for the contract with
 the stipulation to make the balance payment by May 23, 2011.  Since the
 Company did not have any credit limits it approached one of the
 potential EPC Contractors, who had agreed to utilize their Bank limits
 to open the necessary LCs in favour of Lohrmann. However when the
 application for the LC was submitted, the bankers had insisted on
 credit worthiness of Lohrmann, which when submitted was not found
 satisfactory by the banks and the Company lost precious time in setting
 things right. The supplier could not accede to the Company''s request
 for further extension of time as they had to fulfil their back- to-back
 commitments and as a result the said contract was terminated with the
 amounts paid as advance being forfeited.  Though the Management had
 tried to salvage certain important equipment from other sources, it was
 not successful due to the resources constraints.
 
 The other vendors, with whom contracts had been entered into, for
 purchase of auxiliary and balancing equipments, have confirmed the
 availability of these equipments and once a favourable SEBI order is
 received and financial tie up for the project is completed, these
 contracts will be revalidated and renegotiated.
 
 The Company had requested West Bengal Industrial Development
 Corporation Limited (WBIDC) to allow time upto March 31, 2012 for
 complying with the conditions stipulated by it for handing over the
 permissive possession of land. Though WBIDC allowed extension of
 permissive possession it was subject to certain preconditions including
 payments of interest and achievement of financial closure within a
 stipulated time.  Considering that the time allowed was too short for
 compliance of these conditions, more particularly since the capacity of
 the project had also doubled entailing additional costs, the Company
 had again requested WBIDC to extend the time limit upto March 31, 2012,
 which was not acceded to by WBIDC resulting in withdrawal of the the
 permissive possession.  However it is understood that the land at
 Haldia is still available and once the outstanding issues are
 addressed, WBIDC would have no objections to handing over the
 permissive possession of land to the Company.
 
 In the interim Hardt group has extended its contracts with the Company
 and has also expressed keenness to arrange for necessary funds to clear
 the dues of WBIDC. However as the SEBI order is still subsisting, the
 funds can be infused only after order from SEBI is received.
 
 The detailed project report for the refinery project has been updated
 by M/s Chemtex Global Engineers Pvt. Ltd.  Based on the desired
 configuration. Hardt group is in the process of discussions with
 leading European contractors for implementation of the project on
 turnkey EPC basis.  DIRECTORS
 
 Mr. Deep Kumar Rastogi retires by rotation as required under the
 Companies Act, 1956 and being eligible, offers himself for
 reappointment.
 
 Mr. Sameer Rajpal was co-opted as Additional Director on the Board of
 the Company with effect from January 11, 2012 and as such holds office
 upto the ensuing Annual General Meeting.  Notice from a shareholder
 together with necessary deposit proposing his name as Director has been
 received.
 
 Mr. B. Srinivasa Rao, Director of the Company retired from the Board on
 September 27, 2011. Your directors record their appreciation for the
 services and support rendered by him during his tenure on the Board of
 the Company.
 
 FIXED DEPOSITS
 
 Company has not accepted any deposit under section 58A of the Companies
 Act, 1956, during the financial year under review.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
 a compliance report on Corporate Governance is annexed as part of the
 Annual Report.
 
 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, 2012, 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 and of the
 Profit and Loss of the Company for the 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, 2012 have 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
 
 Auditors'' Report read together with Annexures referred to in
 Paragraph 3 of the Auditors'' Report do not contain any qualification
 and do not call for any explanation/clarification.
 
 AUDITORS
 
 The Members of the Company in the Annual General Meeting held on
 September 27, 2011 had appointed M/s. Walker Chandiok & Co., Chartered
 Accountants, New Delhi and M/s. Arun K. Gupta & Associates, Chartered
 Accountants, New Delhi as Statutory Auditors of the Company for the
 financial year ending March 31, 2012.
 
 When the Company informed M/s Walker Chandiok & Co., Chartered
 Accountants about their appointment, they have expressed their
 inability to be the auditors for the Financial Year ending March 31,
 2012 vide their letter October 25, 2011.  In view of this, M/s. Arun K.
 Gupta & Associates, Chartered Accountants who had accepted the
 appointment, continued to be the sole Statutory Auditors of the Company
 for the financial year ending March 2012.
 
 M/s. Arun K. Gupta & Associates, Chartered Accountants, New Delhi
 retire at the forthcoming Annual General Meeting and have been auditors
 for the last four Financial Years. In line with the guidelines on the
 Corporate Governance the Audit Committee and Board has recomended to
 appoint new Auditor for the financial year 2012-13. Accordingly, it is
 proposed to appoint M/s. Kanu Doshi Associates, Chartered Accountants,
 Mumbai as Company''s Statutory Auditors for the Financial Year
 2012-13.
 
 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 2012- 2013 and Calendar Year 2012 respectively.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO
 
 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 significant accounting policies and notes to
 accounts.
 
 ACKNOWLEDGEMENT
 
 The Directors have pleasure in recording their appreciation of the
 assistance extended to the Company by various officials of the Central
 Government, the 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
 
 New Delhi                                         Deep Kumar Rastogi
 
 August 13, 2012                                   Executive Chairman