Chennai Petroleum Corporation

The Directors are pleased to present the 42nd Annual Report on the
 working of your Company together with the Audited Statement of Accounts
 for the year ended March 31, 2008.
 
 CORPORATE OVERVIEW
 
 * Highest ever Turnover of Rs. 32889.32 crore achieved.
 
 * Highest ever Profit After Tax of Rs. 1122.95 Crore.
 
 * Ivlanali Refinery achieved the highest ever crude throughput of 9802
 Thousand Metric Tonnes (TMT) against the previous best of 9784 TMT
 achieved in the year 2006-2007.
 
 * Exported Lube Oil Base Stock (LOBS) for the first time to Sri Lanka
 for commissioning the Lube Blending Plant of Lanka IOC Ltd.
 
 * Chennai - Tiruchi - Madurai Product Pipeline (CTMPL) commissioned in
 2006, achieved the highest ever throughput of 1.38 Million Metric
 Tonnes.
 
 * Aviation Turbine Fuel produced at Manali Refinery was accorded
 certification by Centre for Military Airworthiness and Certification
 (CEMILAC) for use by Indian Armed Forces.
 
 * Windmill Project with an installed capacity of 17.6 MW was
 commissioned in September 2007 which is yet another initiative on
 environment and a Clean Development Mechanism Project.
 
 * Manali Refinery received the State Level Safety Award for the longest
 accident free man hours for the year 2005, in March 2008.
 
 * Cauvery Basin Refinery achieved the highest ever Gas processing of
 77451 MTs against the previous best of 72170 MTs, achieved in
 2006-2007.
 
 * White Oil Pipeline to Jetty from Cauvery Basin Refinery was
 commissioned in October 2007 and the first Naphtha Tanker loaded in
 November 2007.
 
 * Cauvery Basin Refinery achieved the highest ever accident free man
 days at 2503.
 
 * Dun & Bradstreet (D&B) ranked CPCL as 12th as per total income for
 its 2007 edition of Indias Top 500 Companies.
 
 * Bestowed the Top Duty Paying Assessee Award by Chief Commissioner of
 Central Excise for 2007-08.
 
 * Two CPCL employees bagged the prestigious Prime Ministers Shram
 Bushan Awards under the Public Sector category for the year 2005 in
 recognition of innovative suggestions implemented in the plant.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, as amended by the Companies (Amendment) Act, 2000 with
 respect to Directors Responsibility Statement, it is hereby confirmed:
 
 i) that, in the preparation of the annual accounts for the financial
 year ended March 31. 2008, the applicable accounting standards have
 been followed and that there are no material departures from the same:
 
 ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgements and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit of the Company for the year under review:
 
 iii) that the Directors have 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; and
 
 iv) that the Directors have prepared the annual accounts for the
 financial year ended March 31. 2008, on a going concern basis.
 
 AUDITORS
 
 The Comptroller and Auditor General of India has appointed M/s.M.Thomas
 & Co., Chennai and M/s Sreedhar, Suresh & Rajagopalan, Chennai as Joint
 Statutory Auditors of the Company for the financial year 2007-2008. The
 Board of Directors of the Company fixed a remuneration of Rs.5.0 lakh
 (Rs.2.50 lakh to each of the Joint Statutory Auditors) in addition to
 the out-of-pocket expenses, if any, and applicable service tax.
 
 COST AUDITOR
 
 Pursuant to the order No.52/59/CAB-2007 dated January 24, 2007 passed
 by the Ministry of Company Affairs, Government of India, M/s. J.V.
 Associates, Cost Accountants, Chennai have been appointed as the Cost
 Auditor of Manali Refinery and Cauvery Basin Refinery of the Company
 for the financial year 2007-08 at a remuneration of Rs.1,20,000/-
 (Rupees One lakh Twenty thousand only) per annum plus applicable taxes
 and out-of-pocket expenses, if any, to conduct the audit of cost
 accounts maintained by the Company.
 
 DIRECTORS
 
 Mr.V.C.Agrawal, Director (HR), Indian Oil Corporation Ltd. was
 appointed as a Director on August 24,2007, in place of
 Mr.A.M.Uplenchwar.
 
 Mr.Rohit Bhardwaj, Executive Director (M&l), Indian Oil Corporation
 Ltd. was appointed as a Director on August 24,2007, in place of
 Mr.B.N.Bankapur.
 
 Mr.Ravi Capoor, Executive Director, Petroleum Conservation Research
 Association ceased to be a Director effective November 5, 2007.
 
 Your Directors place on record their appreciation of the valuable
 contribution made by Mr.A.M.Uplenchwar, Mr.B.N.Bankapur and Mr.Ravi
 Capoor during their tenure.
 
 COMPANY SECRETARY
 
 Mr.M.Sankaranarayanan was appointed as Company Secretary effective May
 18, 2007 in place of Mr.V.Srinivasan, who was redesignated as General
 Manager (HR).
 
 ACKNOWLEDGEMENT
 
 Your Directors are immensely thankful to each and every share owner of
 the Company for their faith and support to the endeavours of the
 Company.
 
 Your Directors sincerely acknowledge the help, guidance and support
 received from Ministry of Petroleum & Natural Gas, Indian Oil
 Corporation Limited, Petroleum Planning and Analysis Cell, Oil Industry
 Development Board, Oil Industry Safety Directorate, Centre for High
 Technology, the other Ministries of Government of India, Government of
 Tamil Nadu, Comptroller & Auditor General of India, Central Vigilance
 Commission, Financial Institutions and commercial banks.
 
 Your Directors wish to express their grateful appreciation for the
 personal as well as collective contribution and the hard work of
 employees across all levels. Without their commitments, dreams and hard
 work, the Companys consistent growth and performance would not have
 been possible.
 
 Your Directors take this opportunity to thank National Iranian Oil
 Company and its affiliate Naftiran Inter-trade Company Limited for
 their continued co-operation.
 
                           For and on behalf of the Board of Directors
 
 Date  : 25.07.2008                       S.BEHURIA
 Place : New Delhi                        Chairman