Cals Refineries

The Twenty Fourth Annual Report together with the Audited Statement of
 Accounts of the Company for the year ended 31st March 2008 is being
 submitted.
 
 FINANCIAL RESULTS
 
                                                         (Rs. in lakhs)
 Particulars                                     2008             2007
 
 Sales and other Income                         30.15             2.91
 
 Profit/(Loss)before                            (3.44)            1.46
 Depreciation, Interest, Prior Period
 
 Less: Interest                                    -              2.47
 
 Less: Depreciation                              2.42             0.51
 
 Less: Prior Period Expenses                     2.20
 
 Profit/(Loss) before Tax                       (8.06)           (1.52)
 
 Income Tax/Fringe Benefit Tax                   0.08
 
 Liabilities Written Back net                   77.05
 
 Profit/(Loss) after Income Tax                 68.91            (1.52)
 
 Balance carried forwarded
 from previous year                          (7,41.37)        (7,39.85)
 
 Net Profit/(Loss) transferred
 to Balance Sheet                            (6,72.46)        (7,41.37)
 
 Earning Per Share (Rs.)                         0.03            (0.03)
 
 DIVIDEND
 
 As the Company is in the process of implementing the refinery project,
 your directors have not recommended any dividend.
 
 OPERATIONS
 
 The Company has made substantial progress during the year in
 implementing the refinery project which has been taken over from Spice
 Energy Group.  The Company has successfully raised USD 200 million as
 Equity through Global Depository Receipts (GDRs) issue in December 2007
 and the underlying Equity Shares of the Company have been listed on
 Bombay Stock Exchange. The GDRs are listed with Luxembourg Stock
 Exchange. The contracts for the main refinery equipment have been
 entered and progress payments have been made towards the purchase of
 same by utilizing the GDR proceeds. The Company has entered into an MOA
 with West Bengal Industrial Development Corporation and Haldia
 Development Authority on March 19, 2008 in the presence of Honble
 Chief Minister and Industry Minister of West Bengal for refinery
 project. Haldia Development Authority has to allot 1000 acres of land
 for the project and out of which, possession of 400 acres of land has
 been given.  The Detailed Project Report (DPR) has been prepared by
 Chemtax Global Engineers Private Limited and the detailed engineering
 work for off-sites and utilities has been awarded to Mott McDonald.
 Ventech, USA is being contracted for detailed engineering of process
 units (ISBL) and Project Management Consultant (PMC) for entire
 refinery project involving re-erection of ISBL, utilities and off-site
 facilities.
 
 The Companys resource mobilization exercise through FCCB issue and
 domestic debt/foreign currency loan syndication is progressing well.
 
 DIRECTORS
 
 Mr. Bhibav Bisaria and Mr. Mohan Lai Garg resigned from the
 directorship of the Company and the Board placed on record its
 appreciation for the valuable services rendered by them during their
 tenure on the Board.
 
 Mr. Sarvesh Goorha retires by rotation as required under the Companies
 Act, 1956 and being eligible, offers himself for reappointment.
 
 Mr. Bhupendra Kansagra who retires by rotation as required under the
 Companies Act, 1956 though eligible to be reappointed, has not offered
 himself for reappointment and accordingly, retires at the ensuing
 Annual General Meeting. Your directors do not propose to fill the
 vacancy caused by the retirement of Mr.  Bhupendra Kansagra. Your
 directors record their appreciation for the services and support
 rendered by Mr. Bhupendra Kansagra during his tenure on the Board of
 the Company.
 
 Mr. M.S. Ramachandran was co-opted as an Additional Director on the
 Board of the Company with effect from October 17, 2007 and Mr. Deep
 Kumar Rastogi and Mr.  B. Srinivasa Rao were co-opted as the Additional
 Directors on the Board of the Company with effect from January 19, 2008
 and hold office as such upto the ensuing Annual General Meeting.
 Notices from the shareholders together with necessary deposit proposing
 their names as the Directors have been received.
 
 Mr. Manabendra Guha Roy, director was appointed Whole-Time Director,
 designated as Chief Executive Officer (CEO) by the Remuneration
 Committee and the Board of Directors in their meetings held on 19th
 January 2008 for 5 years effective 1st January 2008. The members of the
 Company also approved and consented to the terms of appointment of Mr.
 Manabendra Guha Roy.
 
 FIXED DEPOSITS
 
 The 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 Auditors 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 31st March 2008 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 31st
 March 2008 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
 Companys 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 Companys Auditors M/s. Virendra Pradeep & Co., Chartered
 Accountants, New Delhi retire at the forthcoming Annual General Meeting
 and have expressed their inability to continue as Statutory Auditors of
 the Company.
 
 M/s. Walker, Chandiok & Co., Chartered Accountants, New Delhi and M/s.
 Arun K. Gupta & Associates, Chartered Accountants, New Delhi have
 submitted the certificates 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.
 
 LISTING OF SECURITIES
 
 Your Companys securities are currently listed with Ahmedabad, Bombay
 and Delhi Stock Exchanges. The Company has paid the listing fees to
 Ahmedabad, Bombay and Delhi Stock Exchanges, for the financial year
 2008-2009. The Companys Global Depository Receipts (GDRs) are listed
 with Luxembourg Stock Exchange.
 
 The Company has made an application for voluntary delisting, pursuant
 to the special resolution passed by the shareholders in the postal
 ballot notice dated 19th January 2008 in this behalf, of securities
 from The Ahmedabad Stock Exchange Limited and Delhi Stock Exchange
 Association Limited.
 
 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
 
 The details of employee drawing the salary as prescribed under Section
 217(2A) of the Companies Act, 1956 read with Companies (Particulars of
 Employees) Rules, 1975 is attached with the Report.
 
 FOREIGN EXCHANGE
 
 The details of the foreign exchange earnings and outgo 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 Companys bankers and employees.
 
                                     For and on behalf of the Board
 
 Gurgaon                                     (M.S. Ramachandran)
 12th May 2008                                     Chairman