CALS REFINERIES LIMITED - Moneycontrol.comCals Refineries Limited 1 NOTICE is hereby given that the 33 rd Annual General Meeting (AGM) of the Members of Cals Refineries Limited will

CALS REFINERIES LIMITED

rd33 Annual Report

2016-2017

BOARD OF DIRECTORSMr. Deep Kumar Rastogi Executive ChairmanMr. Sameer Rajpal Non-Executive & Independent DirectorMr. Pranav Kumar Non-Executive & Independent DirectorMs. Monika Moorjani Non-Executive & Independent Woman Director

(Resigned w.e.f. 14th August, 2017)

COMPANY SECRETARY &COMPLIANCE OFFICER CHIEF FINANCIAL OFFICER (CFO)Mr. Suvindra Kumar Mr. Raman Kumar Mallick

BANKERSAxis Bank Limited

AUDITORSM/s VATSS & Associates Statutory Auditor

REGISTERED OFFICEUnit No. 209, 2nd Floor, Suneja Tower-II,District Centre, Janakpuri, New Delhi-110058.

REGISTRAR & SHARE TRANSFER AGENTSMCS Share Transfer Agent LimitedF-65, 1st Floor, Okhla Industrial Area Phase-1,New Delhi-110020.

LISTING OF SECURITIESBSE Limited,Phiroze Jeejeebhoy Towers,25th Floor, Dalal Street, Mumbai- 400001

CORPORATE INFORMATION

CONTENTS Page No.Notice and Explanatory Statement 1-3Director's Report 4-10Annexure to Director’s Report 10-19Report on Corporate Governance 20-27Management Discussion and Analysis 2016-17 28Independent Auditor's Report 29Annexure to the Independent Auditor's Report 30Balance Sheet 31Statement of Profit and Loss 32Cash Flow Statement 33Significant Accounting Policies and Notes to Accounts 34-43Shareholder Instructions for E-voting 44

IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companiesand has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support thisgreen initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register theire-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold sharesin physical form are requested to write to MCS Share Transfer Agent Limited (Unit- Cals Refineries Limited), F- 65, 1st Floor, Okhla Industrial Area,Phase-1, New Delhi- 110020 with the details like Name, Folio No and e-mail id to register the same at our Registrar and Transfer Agents.

Cals Refineries Limited 1

NOTICE is hereby given that the 33rd Annual General Meeting (AGM) ofthe Members of Cals Refineries Limited will be held on Wednesday,September 27, 2017 at 9:30 a.m. at Executive Club, Dolly Farms &Resorts, 439, Village Shahurpur, P.O, Fatehpur Beri, New Delhi- 110074,to transact the following businesses:ORDINARY BUSINESS:1. Adoption of Financial Statement:

To receive, consider and adopt the audited financial statements ofthe Company for the financial year ended 31st March, 2017 togetherwith the Reports of Director's and Auditor's thereon.

2. Appointment of Directors:To appoint a Director in place of Mr. Deep Kumar Rastogi (DIN-01229644) who retires by rotation and being eligible, offers himselffor re-appointment.

3. Appointment of Auditors:To consider and, if thought fit, to pass with or without modification,the following resolution as an Ordinary Resolution:"RESOLVED THAT pursuant to the provisions of Section 139, 142and other applicable provisions of the Companies Act, 2013 andthe rules made thereunder, as amended from time to time, andpursuant to the recommendation of the Board of Directors and alsopursuant to the resolution passed by the shareholders in the previousAnnual General Meeting of the Company held on 29th September,2016, the appointment of M/s VATSS & Associates, CharteredAccountants, New Delhi (Firm Registration No.- 017573N) asStatutory Auditors of the Company to hold office till the conclusionof the next AGM be and is hereby ratified at a remuneration of` 2,50,000/- (exclusive of taxes), payable to them for the financialyear ending March 31, 2018, as recommended by the Board inconsultation with the Auditors."

SPECIAL BUSINESS:4. Ratification/ Approval of Tri-Partite Loan Assignment

Agreement executed between Nyra Holdings Private Limited,Spice Energy Private Limited and the Company.To consider and, if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution:"RESOLVED THAT in furtherance to the shareholders' approvalfor material related party transaction obtained under clause49(VII)(B) of the Listing Agreement in the annual general meetingheld on 25th September, 2015 and pursuant to the Regulation 23 ofSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Loan amount of ̀ 9,26,70,000/- as obtainedfrom Nyra Holdings Pvt. Ltd. (a related party under Section 2(76) ofthe Companies Act, 2013), in various tranches, and as the saidloan arrangements are assigned to Spice Energy Pvt. Ltd. (anotherrelated party and parent Company to the Nyra Holdings Pvt. Ltd),by way of tri-partite loan assignment agreement entered amongstthe Nyra Holdings Pvt. Ltd., Spice Energy Pvt. Ltd., and CalsRefineries Limited, effecting from 28th March, 2017, be and arehereby ratified and approved."RESOLVED FURTHER THAT pursuant to Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 the consent of the members be and is hereby accorded to theBoard of Directors of the Company, to enter into material relatedparty transaction by way of obtaining loan or otherwise (under anagreement or otherwise) from such related parties as prescribedunder the Listing Regulations, including Spice Energy PrivateLimited, for the financial year 2017-18 and in future, and subject tothe maximum limits of Borrowing as previously approved in theannual general meeting held on 25th September, 2015.

5. To adopt new set of Articles of Association of the Companycontaining regulations in conformity with the Companies Act,2013 and in this regard to consider and if though fit to pass,with or without modification(s), the following resolution as aSpecial Resolution:"RESOLVED THAT pursuant to the provisions of Section 14 andother applicable provisions, if any, of the Companies Act, 2013 readwith Companies (Incorporation) Rules, 2014, (including any statutorymodification(s) or re-enactment thereof, for the time being in force),subject to all necessary approvals, consents, permissions and/orsanctions as may be necessary and subject to any such conditionsand modifications as may be prescribed or imposed by any one ormore of them while granting any such approvals, consents,permissions or sanctions agreed to, by the Board of Directors ofthe Company, the draft regulations/clauses contained in the Articlesof Association submitted to this meeting be and are hereby approvedand adopted in substitution, and to the entire exclusion (exceptparticulars of subscribers to the articles of association), of theregulations/clauses contained in the existing Article of Associationof the Company."

"RESOLVED FURTHER THAT the Board of Directors of theCompany be and are hereby severally authorized to do all suchacts, matters, deeds and things and to settle any queries, difficulties,doubts that may arise with regard to aforesaid substitution andexecute such documents and writings and to make such filings, asmay be necessary or desirable for the purpose of giving effect tothis resolution, in the best interest of the Company."

By Order of the Board of DirectorsPlace : New Delhi (Suvindra Kumar)Date : 14th August 2017 Company Secretary

ACS-22747NOTES1. The relevant Explanatory Statement pursuant to Section 102 (1) of

the Companies Act, 2013, which sets out details relating to thespecial business as mentioned in notice and to be transacted at theAnnual General Meeting is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS ANNUALGENERAL MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE ON A POLL ON HIS BEHALF. A PROXY NEEDNOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDERTO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTEREDOFFICE OF THE COMPANY AT UNIT NO. 209, 2ND FLOOR,SUNEJA TOWER-II, JANAKPURI DISTRICT CENTRE, NEWDELHI-110058, NOT LESS THAN 48 HOURS BEFORE THISANNUAL GENERAL MEETING. A FORM OF PROXY IS GIVEN ATTHE END OF THIS ANNUAL REPORT.

3. A person can act as proxy on behalf of members not exceeding fifty(50) and holding in the aggregate not more than ten percent of thetotal share capital of the Company carrying voting rights.

4. Provided that a member holding more than ten percent of the totalpaid up share capital of the Company carrying voting rights mayappoint a single person as proxy and such person shall not act asproxy for any other person or shareholder.

5. In case of Joint holders attending the meeting, only such holder who ishigher in the order of names will be entitled to vote.

6. Pursuant to Section 91 of the Companies Act, 2013 and Regulation42 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Register of Members and the Share TransferBooks of the Company will remain closed from Thursday 21st

September, 2017 to Wednesday 27th September, 2017 (both daysinclusive) for annual closing.

7. A member can inspect proxies lodged at any time during the periodbeginning 24 hours before the time fixed for the commencement ofthe meeting and ending with the conclusion of the meeting, providedthat he/she has given to the Company a notice in writing of hisintension to inspect not less than 3 days before the commencementof the said meeting.

8. The Register of Directors and Key Managerial Personnel and theirShareholding, maintained under Section 170 of Companies Act, 2013and the Register of Contracts and Arrangements in which Directorsare Interested maintained under Section 189 of Companies Act, 2013will be available for inspection by the members at the AGM.

9. Corporate Members intending to send their authorised representativeto attend the meeting are requested to send to the Company/ RTA,in advance, a duly certified copy of the Board Resolution/ letter ofauthority together with the respective specimen signatures of thoserepresentatives authorised under said resolution/letter to attend andvote on their behalf at the meeting.

10. Members/Proxy Holders are requested to produce at the entranceof hall, attendance slips duly completed and signed, in accordancewith the specimen signature registered with the Company foradmission to the Meeting Hall.

11. The members are requested toa. Bring their copy of Annual report at the Annual General Meeting.b. I In case shares are held in physical form: notify

immediately the change of address, if any, to the Companyat Unit No. 209, 2nd Floor, Suneja Tower-II, JanakpuriDistrict Centre, New Delhi-110058 or to the Registrar andShare Transfer Agent of the Company, MCS Share TransferAgent Limited, F 65, 1st Floor, Okhla Industrial Area PhaseI, New Delhi-110020 quoting their folio number.

II In case shares are held in dematerialized form: notifyto their depository participants, change/correction in theiraddress/bank account particulars etc. as the Company usesthe information provided by Depositories in respect ofshares held in dematerialized form.

c. Send, in case of those members who have multiple accountsin identical names or joint names in same order, all the sharecertificates to the Registrar and Share Transfer Agent of theCompany, MCS Share Transfer Agent Limited at the aforesaidaddress for consolidation of all such shareholdings into oneaccount to facilitate better service.

NOTICE

Annual Report 2016-20172

12. All the documents referred to in the accompanying Notice are open forinspection at the Registered Office of the Company between 11.00 a.m.to 1.00 p.m. on all days except Saturday, Sunday and Public holidays upto the date of the Annual General Meeting.

13. Pursuant to Sections 101 and 136 of the Companies Act, 2013, readwith rules made thereunder the Annual Report 2016-17 is being sentthrough electronic mode only to the members whose email addressesare registered with the Company/ Depository Participant(s), unlessany member has requested for a physical copy of the Report. Formembers who have not registered their email addresses, physicalcopies of the annual report 2016-17 are being sent by the permittedmode. The Annual Report will also be available at the Company'sregistered office for inspection during normal business hours on allworking days. Members may also note that copy of the annual reportof the Company is also available on Company's website"www.cals.in".

14. With a view to using Natural Resources responsibly, we requestShareholders to update their email address with their Depositoryparticipants to enable the Company to send all communicationsincluding Annual Report, Notices, Circulars, etc. electronically.Members who hold shares in physical form are requested to write to"MCS Share Transfer Agent Limited (Unit Cals Refineries Limited),F-65, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi-110020"with details like Name, Folio No. and Email ID to register the same atour Registrar and Transfer Agent.

15. Details pursuant to Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 and in terms ofSecretarial Standards 2 in respect of Directors seeking appointment /reappointment at the forthcoming Annual General Meeting is furnishedas annexure to the notice. The Directors have furnished consent/declaration for their appointment/re-appointment as required underCompanies Act, 2013 and rules made thereunder.

16. In terms of Section 108 of the Companies Act, 2013 read with Rule 20 ofCompanies (Management and Administration) Rules, 2014 andRegulation 44 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, e-voting facility is being provided to the members.Details of the e-voting process and other relevant details are being sentto all the Members along with the Notice. The facility for voting throughballot paper will also be made available at the AGM and the membersattending the AGM and who have not cast their vote electronically shallbe able to exercise their voting right at the AGM through ballot paper.Members who have cast their vote by e-voting may attend the AGM butshall not be entitled to cast their vote again.

17. Voting through Electronics Means- A detailed instructions and relatedwrite ups, on Electronic Voting Process, which forms part of this notice,is given at the end of this Annual Report under the heading"SHAREHOLDER INSTRUCTIONS FOR E-VOTING". Shareholders arerequested to kindly follow the said process for casting their voteelectronically.

18. The Securities and Exchange Board of India (SEBI) has mandated thesubmission of the Permanent Account Number (PAN) by every participantin the Securities Market. Members holding shares in electronic form are,therefore requested to submit their PAN to their Depository Participant(s).Members holding shares in physical form are required to submit theirPAN details to the Company and/or its RTA.

19. The Securities and Exchange Board of India (SEBI) has mandatedthat for registration of transfer of securities, the transferee(s) as wellas transferor(s) shall furnish a copy of their PAN card to the Companyfor registration of transfer of Securities.

20. Route Map and details of prominent land mark of the venue of themeeting is portrayed at the back side of the Annual Report.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OFTHE COMPANIES ACT, 2013.Item No. 4The Shareholders be apprised that your Company has been obtainingloan from Nyra Holdings Pvt. Ltd. (Nyra Holdings). Nyra Holdings is arelated party to the Company as per the terms of section 2 (76) of theCompanies Act, 2013 and also belongs to the promoter group Company.Till 28th March, 2017 the total amount which was borrowed from NyraHoldings Pvt. Ltd. was ` 9,26,70,000/-. Further as per the terms ofRegulation 23 (1) of the SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015, any transaction of such borrowingfrom Nyra Holdings Pvt. Ltd. is a material related party transaction, asthe said regulations states that:."A transaction with the related party shall be considered material if thetransactions to be entered into individually or taken together with previoustransactions during a financial year, exceeds 10% of the annualconsolidated turnover of the listed entity as per the last audited financialstatements of the listed entity."Since the turnover of your Company has remained Nil since previousfew financial years, hence any such transaction of borrowing the loanfrom related party becomes material related party transactions. YourCompany had obtained the requisite approval of the shareholders on

25th September 2015 as required under the then Clause 49 (VII) (E) ofthe Listing Agreement for such material related party transaction.Nyra Holdings Pvt. Ltd. has arranged to assign the aforesaid Loanarrangements with the Company in favour of its holding/parent Company,i.e., Spice Energy Private Limited, under the process of restructuring ofinvestment within the group. In the said process of restructuring, NyraHoldings Private Limited has arranged to set-off its loan taken from SpiceEnergy Pvt. Ltd. with the loan amount extended to our Company, worth` 9,26,27,000/- .In context to the above a tri-partite agreement was executed betweenyour Company (as borrower), Nyra Holdings Pvt. Ltd. (as assignor) andSpice Energy Pvt. Ltd. (as assignee) to effect the aforesaid transaction,i.e., assignment of loan from Nyra Holdings to Spice Energy PrivateLimited and also that the Spice Energy Private Limited to extend theassistance with your Company in future by way of extending loan to theCompany as and when required, in different tranches.As stated above that the Company had obtained shareholders' approvalfor such material related party transaction with Nyra Holdings PrivateLimited, which is now assigned to its parent holding Company M/s SpiceEnergy Private Limited, (also a promoter group Company), a dueintimation in this respect has been already given to the Bombay StockExchange, where shares of the Company are listed, to make you awareabout the change of arrangements took place during the year.Aforementioned arrangement of obtaining loan from related party falls intothe category of material related party transaction as per Regulation 23 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Explanation to Regulation 23(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 differentiates between arelated party transaction and a material related party transaction, itprescribes the limit of the transaction which will be treated as the materialrelated party transaction i.e., "transaction/s with related party beingentered individually or taken together with previous transaction during afinancial year, exceeds 10% of the annual consolidated turnover of theCompany as per the last audited financial statement, will be materialrelated party transaction."Based on the criteria as mentioned above in the Listing Regulations, theloan transactions entered into by the Company with Nyra Holdings Pvt.Ltd. for ` 9,26,70,000/- in total, which is now assigned to M/s. SpiceEnergy Private Limited through Tripartite Loan Assignment Agreementare proposed for due ratification/ approval by members. A proposal isalso made to the shareholder to accord their approval with the resolutionto enable the Company to enter into such material related party transactionwith Related Parties, including Spice Energy Pvt. Ltd. under an agreementor otherwise, for financial year 2017-18 and in future.As prescribed under Sub Regulation 7 of Regulation 23 of the ListingRegulations, 2015, all entities falling under the definition of related partiesshall abstain from voting irrespective of whether the entity is a party to theparticular transaction or not, here related party means the entities asmentioned in section 2 (76) of the Companies Act, 2013 and as per theapplicable accounting standard. Hence, the Spice Energy Pvt. Ltd., all theDirectors and Key Managerial Personnel of the Company and their relativesare concerned or interested, financial or otherwise, in this resolution.The Board recommends the Special Resolution as set out at item No. 4for the approval of the Shareholders.Item No. 5The Article of Association (AoA) of the Company as presently in forceare based on the Companies Act, 1956 and several regulations/clausesin the existing AoA contain references to specific sections of theCompanies Act, 1956 and some regulations/clauses in the existing AoAare no longer in conformity with the Companies Act, 2013 (the "Act").With the coming into force of the Companies Act, 2013, severalregulations/clauses of the existing AoA of the Company require alterationand deletions. Given this position, it is considered expedients to whollyreplace the existing AoA by a new set of AoA.The new set of AoA to be substituted in place of the existing AoA arebased on "Table F" of Schedule 1 of the Act which sets out the modelArticles of Association for a company limited by shares.A copy of the proposed set of new Articles of Association of the Companywould be available for inspection at the Registered Office of the Companyduring the business hours on any working day except Saturdays up tothe date of the Annual General Meeting and during the Annual GeneralMeeting. The proposed draft Articles of Association is available on theCompany's website at www.cals.in for perusal by the shareholders.None of the Directors/ Key Managerial Personnel of the Company / theirrelatives are, in any way, concerned or interested, financially or otherwise,in the Special Resolution set out at Item No. 5 of the Notice.The Board recommends the Special Resolution set out at Item No 5 ofthe Notice for approval by the Shareholders.

By Order of the Board of DirectorsPlace : New Delhi (Suvindra Kumar)Date : 14th August 2017 Company Secretary

ACS- 22747

NOTICE


NOTICE

NOTES ON DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT AS REQUIRED UNDER REGULATION 36 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND IN TERMS OF SECRETARIAL STANDARDS 2.

Name of Director Mr. Deep Kumar Rastogi

DIN 01229644

Brief Resume Mr. Deep Kumar Rastogi is a Promoter Director and is on the Board of theCompany since 19th January, 2008. Prior to this, Mr. Rastogi led a chemicalmanufacturing & marketing company for over twenty five years. He is anentrepreneur with over forty nine years of rich experience in various businesses.These include trading business, manufacturing and marketing of laboratoryand fine chemicals, manufacturing of printed circuit boards & solar productsand exports of minerals & natural Fibres for the construction industry.

Date of Birth 04/08/1949

Qualifications B.A

Terms and conditions of Re-appointment In terms of Section 152(6) of the Companies Act, 2013, Mr. Deep Kumar Rastogishall retire by rotation at the forthcoming Annual General Meeting (AGM) andbeing eligible offers himself for re-appointment.

Details of Remuneration and remuneration last drawn At the AGM held on 29th September, 2016, he was appointed as Whole TimeDirector designated as Executive Chairman of the Company for a period of 3consecutive years w.e.f. 05th February, 2016 without any remuneration.

Date of first appointment in the Board 19th January, 2008

Shareholding in the Company Nil

Relationship with other Directors, Manager Noneand other Key Managerial Personnel (if any)

Number of Meetings of the Board Details mentioned in the Corporate Governance Reportattended during the year

Details of other Directorships, Membership/ He is further serving the following Companies, as a Director:Chairmanship of Committees of the Boards

• Nyra Holdings Private Limited

• Delhikem India Private Limited

• Spice Energy Private Limited

• BND Gas Private Limited

• SRM Energy Tamilnadu Private Limited

He does not hold Directorship in any other Listed Company apart from thisCompany and holds Membership of the below Committees of Board of thisCompany.

• Audit Committee

• Nomination and Remuneration Committee

• CSR Committee (dissolved w.e.f. 26th May, 2017)

• Stakeholder’s Relationship Committee


To, the Members of Cals Refineries LimitedYour Directors hereby presents the Thirty Third Annual Report,together with the Company's Audited Financial Statements for thefinancial year 2016-17.1. Financial Summary/highlights on Performance of the

Company (Standalone)(` in million)

Description Year Ended Year EndedMarch 31, March 31,

2017 2016

Revenue from Operations - -Other Income 0.40 3.02Total Revenue 0.40 3.02Operational Expenses - -Employee Benefit Expenses 2.72 3.63Interest and Finance Charges 0.00 0.00Depreciation and Amortizations 0.09 0.21Other Expenses 8.28 11.82Total Expenses 11.09 15.66Profit/(Loss) before exceptional items (10.69) (12.64)Exceptional Items 7.71 -Profit/(Loss) for the year (18.40) (12.64)

2. DividendAs there is no operating income and consequently, no profit isavailable for distribution as dividend.

3. ReservesThe Company is not having any surplus available to be carriedforward to Reserves.

4. Brief description of the Company's working during theyear/ State of Company's affair(i) Company's operation during the year

The Company has no business operations. The financialsituation has been grim and in prevailing circumstances ofno funding available, coupled with various litigations againstthe company, chances of starting business operations seemnearly impossible.The reasons for such status of the Company and presentscenario of the Company could be articulated in the below points:

a. Sebi's Investigation against the Company for MarketManipulation using GDRs issue.Your Directors have been reporting continuously about theinvestigation against the Company by the Securities andExchange board of India (SEBI) and the restriction imposedon the Company vide Sebi's order in September andDecember 2011, which was finally confirmed on 23rd

October, 2013 via its final order upon the completion of theInvestigation against the Company. The SEBI vide this orderhas restricted the Company from entering into the securitiesmarket and altering its capital structure, in any mannereffectively for a period of eight years from the date of thefinal order. Your Company has challenged the order in theSecurities Appellate Tribunal (SAT), which proceedings areongoing, your Company is expecting the order of the SATin near future.The sanctions imposed by the order of the SEBI againstthe Company has had a significant adverse impact on theactivities of the Company relating to the establishment andstart of the project.

b. Failure to achieve the financial closureThe aforesaid restriction on the Company has led to thesituation where your Company has failed to achieve therequired financial closure. The said failure of the Companyhad a severe impact on its abilities to perform its part ofthe contract with vendors, suppliers for various componentsof the projects including the Refinery. The Company hadgrossly failed to make the balance payments to the suppliers

in view of lack of the funds into the Company. This has thefurther impact of writing off of various advances, pre-operative expenses, consultancy fee and capital work inprogress as the relevant contracts and arrangements hadexpired long back and the Capital advances which weremade at the time of project implementation stage are eithernot recoverable or specific performance against the saidadvances cannot be enforced. The Board of Directorsbased on the aforesaid difficult situation took a legal opinionin this matter to reflect a true and fair view of the financialstatement and decided to write off the various advances,land and pre-operative expenses etc. from the balancesheet of the Company.Such writing off of aforesaid advances, land and pre-operative expenses had resulted in substantial change inthe profit and loss of the Company, which has completelyeroded the net worth of the Company. This situationindicates the existence of a material uncertainty that maycast a significant doubt on the Company's ability to continueas a going concern. The Auditor have taken cognizance ofthis fact in their Report of the previous year and in thisyear too and have qualified their opinion. The board hasgiven their comments on the said qualification of Auditor’sin the later part of this Report.

c. Huge Litigation and Compliance cost, FinancialSupport & ArrangementsYour Board would like to submit that, despite adversesituation in the Company, your Company has alwaysdiligently complied with all the requirements of the variouslaws and regulations in true spirit and manner. Variouslitigations, appeals and court proceedings, for and againstthe Company had a severe impact on the financialconditions of the Company. Having noted the presentfinancial conditions and status of the business operationsof the Company as against the expenses incurred to complywith the various compliances under different laws andregulations and also meeting the huge litigation expenses,the company is currently in a shattered state.Considering the prohibition imposed by the SEBI, no equityinfusion was allowed in the Company, hence the only optionleft with the Company was to borrow from related parties.During the period under review, your Company had a singlesource of funding through one of the related party andpromoter group Company Nyra Holdings Private Limited.Your Company has been receiving the Inter-Corporate Loanas aforsaid, to manage its day to day operation,compliances and litigation expenses. The said loan fromthe body corporate have an impact of interest as per theprevailing provisions of the Companies Act, 2013, whichyour Company needs to bear with.Further Nyra Holdings Pvt. Ltd. on 28th March, 2017, hasassigned the aforesaid Loan arrangements to its parent/holding Company, i.e., M/s Spice Energy Private Limitedunder the process of restructuring of investment within thegroup. In the said process of restructuring the Nyra HoldingsPrivate Limited has arranged to set-off its loan taken fromSpice Energy Pvt. Ltd. with the loan amount extended toour Company, worth Rs. 9,26,27,000/-.A tri-partite agreement was executed between our Company(as borrower), Nyra Holdings Pvt. Ltd. (as assignor) andSpice Energy Pvt. Ltd. (as assignee) to effect the aforesaidtransaction, i.e., assignment of loan from Nyra Holdings toSpice Energy Pvt. Ltd. and for Spice Energy Private Limitedto continue with the loan arrangements with your Companyin future.The aforesaid agreement, arrangement and matter is alsoproposed to be ratified by the shareholders of the Companyin this Annual General Meeting i.e. for the FY 2016-17.The factual points in relation to above, have been dulyexplained in the explanatory statement of the Notice of theAnnual General Meeting.

d. Change in Promoter of the CompanyIn the aforesaid arrangements/restructuring within the groupCompany, the Nyra Holdings Pvt. Ltd. has also transferred

DIRECTOR'S REPORT


its equity holdings bearing 233196000 equity sharesconstituting 2.81% of the entire paid-up capital of theCompany, to its Parent cum Holding Company, i.e., SpiceEnergy Pvt. Ltd. The said transfer was made at theprevailing market price through off market mode. Thistransaction/transfer of shares to the Spice Energy Pvt. Ltd.by Nyra Holdings Pvt. Ltd. has resulted in change in thepromoters of the Company, i.e., Spice Energy replaces NyraHoldings as promoter in the shareholding list of theCompany. The Spice Energy and Nyra Holdings has giventhe requisite disclosures under Regulation 29 and 30 ofthe SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011 and Insider Trading Regulations, whichis duly reported to the Stock Exchange and the necessarye-form has been filed with the Registrar of Companies inrelation to the above.

e. Contingent LiabilitiesDuring the period under review, the contingent liabilitieswhich are required to be reported are as under:

• The Claim against the Company to the extent of Rs. 9.19Million pertains to M/s Thakurdas Khinvraj Rathi & Ors,who has issued a notice to the Company demanding theaforesaid amount under a litigation relating to taking apremises (along with a garage), situated at 95A MarineDrive, Mumbai-400002, on lease and license basis, in theyear 2007-08. The dispute is ongoing and no finality hasyet taken place.

• The amount of Rs. 5,862.11 million under Disputed Duties/Tax Demands pertains to the Income Tax orders issued forthe A.Y. 2008-09 and 2014-15 for Rs. 5860.28 million andRs. 1.83 million respectively. The assessment order forthe A.Y. 2008-09 is related to the assessment u/s 148 w.r.t.the issuance of GDRs, however assessment proceedingsfor A.Y. 2014-15 pertains to the regular assessment, i.e.assessment u/s 143(3) of the Income Tax Act, 1961. TheCompany has filed appeals before the CIT (A) in theaforementioned matters which is yet to finalise.

• Karan Nirman Udyog Private Limited have filed winding uppetition in the Hon'ble High Court of Delhi at New Delhi, forthe recovery of Rs. 5.00 million. The Company is contesting,however the matter is still pending.

f. Investigation of Serious Fraud Investigation Office(SFIO):The Company has reported in the previous year that theSerious Fraud Investigation Office (SFIO) had initiated aninvestigation into the affairs of the Company under section212 of the Companies Act, 2013, the investigation is relatingto the issuance of GDRs by the Company in the year 2007and the proposed GDR issue in the year 2011.The members be apprised that the Company has notreceived any official communication on the developmentin the aforesaid investigation process. The Company hasprovided adequate information and all essential support inthe investigation process and have also provided all thedocuments as enquired from time to time. As on the dateof this report the company has not received any intimationfrom SFIO regarding closure of matter.

g. Updates on Notices u/s 148 of the Income Tax for theA.Y. 2008-09 and 2009-10 for the Income EscapingAssessment U/s 147 of the Income Tax Act, 1961.Your Company had received Notices u/s 148 of the IncomeTax for the A.Y. 2008-09 and 2009-10 for the IncomeEscaping Assessment U/s 147 of the Income Tax Act, 1961.The Notice was in respect of assessment/re-assessment,re-computing the Loss/Depreciation of the Company forthe said Assessment Years. As per the requirement of theSection 147 and Section 148 of the Income Tax Act, 1961,the authority has provided the reasons for re-opening thecase for both of the Assessment years.As reported earlier w.r.t the A.Y. 2009-10 the A.O. hadpassed an order dated 28/03/2016 without making anyaddition and stating that the advances in subject mattergiven by the Company is not made for the business purposeof the Company and therefore the Capital Work In Progress

must be reduced by Rs. 464.97 crores. This Order hasbeen challenged by the Company at the appropriate forum,under Section 246A(1)(b) of the Income Tax Act, 1961,which proceedings are undergoing.The assessment proceedings for A.Y. 2008-09, was referredby the A.O. to the Transfer Pricing officer for his dueassessment. The Transfer pricing officer after dealing withthe matter and after detailed deliberations, have passedhis order on 28th October, 2016, stating that "the transactiondone by assesse are with Associate Enterprise, i.e., HonorFinance for reasons already stated in the Show cause andin the AO's letter, the aforesaid transaction is aninternational transaction u/s 92B(1)". It was also mentionedthat "no inference is drawn in respect of arm's length priceof the international transaction, i.e. issuance of GDR andA.O. may take necessary action as deemed fit on the issueof imposition of penalty u/s 271AA and 271BA on protectivebasis till disposal of appeal of the assessee by SecuritiesAppellate Tribunal."Taking note of the aforesaid assessment made by the TPOand also after giving due opportunity to the Company, theA.O. has issued a final order on 28.12.2016, which wasobtained from the department on 02.02.2017, raising ademand of Rs. 5,86,02,81,490/-.Your Company have denied and disputed the order andthe demand as raised by the A.O. and have filed an appealbefore Hon'ble CIT (A) under the relevant provisions of theIncome Tax Act, 1961. Further, your Company has alsoappealed to the department to take a lenient view on thedeposit of the aforesaid demand, till the matter is heardbefore CIT (A), however, the Department has attached oneof the Company's Bank Account against the order ofdemand.

h. Suspension in the trading of equity shares of theCompany at Bombay Stock Exchange (BSE) websiteand Putting the Company into the list of ShellCompany:The trading of the equity shares of the Company at BSEwebsite has been suspended w.e.f 08th August, 2017. TheSEBI vide its letter bearing No. SEBI/HO/ISD/OW/P/2017/18183 dated 07th August, 2017 has provided a list of shellCompanies as identified by Ministry of Corporate Affairs(MCA) to the Exchange, with a direction to take necessarymeasures. The BSE, based on the above, has taken ameasure against the Company which inter-alia includesmoving the securities to GSM Framework under stage VIw.e.f August 08, 2017. "As per the GSM framework, tradingin the securities of the Company shall be permitted onlyonce a month under trade to trade category and any upwardprice movement in the securities shall not permitted beyondthe last traded price and additional surveillance deposit of200% of trade value shall be collected from the buyerswhich shall be retained with the exchanges for a period offive months".Earlier the equity of the Company was placed under stage1 of GSM framework vide the notice dated 13th June, 2017and now it has been directly moved to stage VI of the GSMframework, which have led to the aforesaid restrictions inthe trading.The Company had no idea or any information, on whatground and basis, it has been moved to the list of shellCompany by Ministry of Corporate Affairs and suchrestrictions on the trading is being imposed on the Company.Your Company, has written to SEBI and BSE, asking forthe basis/ground of such treatment or terming the Companyas shell Company, resulting into such stringent restrictionson trading of its equity at the Exchange.

(ii) Status of project and Future Outlook:As your Directors have been reporting since long, that yourCompany had plans to set up a Crude Oil PetroleumRefinery (the project). The Company has raised Rs. 7,880million through Global Depository Receipts (GDR) inDecember 2007, for part funding the project. The proceedsof the GDR issue were fully utilized to pay capital advances

DIRECTOR'S REPORT


related to purchase of equipment of two used oil refineriesand other corporate expenses incurred during constructionperiod. Due to non-availability of funds, restrictive ordersof SEBI, pending litigations, and unrecoverable advancespaid to suppliers on account of non-fulfilment of financialobligations by company in time, the implementation of theproject has been stalled. Since considerable time haselapsed the prospect of the project revival and itsimplementation has become bleak.Further your Company is going through the appealproceedings in the Hon'ble Securities Appellate Tribunal(SAT) against the final order of the Securities and ExchangeBoard of India (SEBI), the order for which is expected innear future. We have apprised you above, how therestrictive orders and litigations have affected the projectimplementation of the Company. The restriction on theCompany has prohibited the Company to enter into thesecurities market and explore any capital generation. It hasbeen limited and confined to the loan arrangements fromone of the promoter group Company. In the presentscenario, your Company has no operational project as nooperational revenues accrue to the Company, hence it isevident, that the Company will only be able to survive if theSAT considers our appeal favorably and issues anappropriate final order. Presently no discussion in detailon the project implementation is possible or relevant.

5. Change in the nature of business, if anyDuring the period under review, there was no change in thenature of business of the Company.

6. Material changes and commitments, if any, affecting thefinancial position of the company which have occurredbetween the end of the financial year of the company to whichthe financial statements relate and the date of the reportThere are no changes and commitments, which are affectingthe financial position of the Company from the end of thefinancial year, i.e., 31st March, 2017 till the date of this Report,i.e., 14th August, 2017.

7. Details of significant and material orders passed by theregulators or courts or tribunals impacting the goingconcern status and company's operations in future Order dated 23rd October, 2013 passed by Securities

and Exchange Board of India:As reported earlier, The Securities and Exchange Boardof India has issued an Order against the Company in thematter of "Market Manipulation using GDR Issues." TheOrder dated October 23, 2013 mainly states that:

• Cals shall not issue equity shares or any other instrumentconvertible into equity shares or any other security, for aperiod of ten years.

• Vide the Interim Order dated September 21, 2011 (laterconfirmed through the Confirmatory Order on December30, 2011), Cals was directed not to issue equity shares orany other instrument convertible into equity shares or altertheir capital structure in any manner till further directions.In this context, Cals has already undergone theprohibition imposed vide the Interim Order for a periodof approximately two years. In view of this factualsituation, it is clarified that the prohibition already undergoneby Cals pursuant to the aforementioned SEBI Order shallbe reduced while computing the period in respect of theprohibition imposed vide this order.However, the Company has filed an appeal to the Hon'bleSecurities and Appellate Tribunal (SAT), against theabovementioned order of the SEBI, which is ongoing.From the above Order it is clear that the Company isrestrained from issuing any further equity shares or anyother instruments, convertible into equity shares or anyother security, effectively for a period of eight years (approx)from the date of the order, however the Company hassurvived the order for approx. 4 years from its date andapprox. 6 years in total from the date of the first order.At this moment the Company has no operational project

and hence no operational revenues accrue to the Company.The Company has been funding its day to day operationsand statutory requirements through the funding receivedby way of unsecured loans from one of the promoter groupcompany. It has now become difficult to continue receivefunding support from any other sources including by wayof unsecured loans. In view of the complex statutoryrequirements and financial position of the Company, nolender other than the promoter group Company, is readyto lend money to the Company. The aforesaid restrictiveorder has built such adverse circumstances, wherein theCompany was not able to move ahead with its project andvarious contracts and agreements which were entered intoand for which advances were paid have expired long back.The management, in the previous financials has writtenoff such advances, pre-operative expenses, consultancyfee and capital work in progress to give true and fair pictureof the financials, though such writing off completely erodedthe net worth of the Company.The Auditors of the Company has taken note of the sameand qualified their Report raising their apprehension onthe going concern status of the Company. The managementhas given their detailed comments on such qualification ofthe Auditor's at the later part of this Report. Though it ispertinent to note that the ability of the Company to continueas a going concern is significantly dependent on getting afavourable order from SAT and the management isconfident for such favourable order.

8. Details in respect of adequacy of internal financial controlswith reference to the Financial Statements.The Company has adequately adopted the procedures, criteriaand mechanism to ensure the proper internal control, suitablepolicies and guidelines as required under various provisions ofthe Companies Act, 2013 and the Listing Agreement are in place.The following policies adopted by the Company, which focuseson comprehensive management, control and compliance withdifferent rules and regulations as prescribed under various lawsapplicable to the Companies.1. Vigil Mechanism Policies/Whistle Blower Policies,2. Risk Management PolicyThe said policies ensure reduction of possible threats of fraud,the orderly and efficient conduct of the business of the Company.These policies and guidelines are adequately monitored by thedesignated Committees of the Board.The Company in addition to the above has in place a propersystem of internal audit that is adequate in respect to the sizeand operations of the Company. M/s Amar Jeet Singh &Associates, Chartered accountants had been appointed as theInternal Auditor of the Company for the financial year 2016-17.They had adequately conducted the Quarterly internal auditexercise within the terms of regulatory requirements. Duringthe Audit Process, no material discrepancies were reported byhim. The Company prepares the financial information/reportingas per the requisite requirements of the Companies Act, 2013and the Listing Regulations, and place it to the Audit Committeeand Board for the approval, once approved the said financialresults are submitted to the stock exchange and also placedon the website of the Company. The Internal Auditors areempowered with the facility to directly report to the AuditCommittee of the Board of Directors of the Company.

9. Subsidiary/ Joint Ventures/ Associate CompaniesDuring the period under review, the Company neither has anySubsidiary nor any Joint Venture or Associate Company. Since,the Company is not having any Subsidiary accordingly no policyhas been formulated for determining Material Subsidiaries.

10. Performance and financial position of each of thesubsidiaries, associates and joint venture companiesincluded in the consolidated financial statement.The Company is not having any Subsidiary, Joint Venture orAssociate Company.

DIRECTOR'S REPORT


11. DepositsDuring financial year 2016-17 the Company has not acceptedany deposits under the provisions of Chapter V of CompaniesAct, 2013.

12. Statutory Auditors & Auditor's ReportM/s VATSS & Associates, Chartered Accountants, (ICAI FirmRegistration No.- 017573N) were appointed as StatutoryAuditors of the Company for a period of 5 years in the AnnualGeneral Meeting (AGM) of the Company held on 25th

September, 2015 subject to ratification of their appointment bythe members in every subsequent AGM. They have completedthe audit of the Company for the financial year 2016-17. TheBoard hereby recommends appointment of M/s VATSS &Associates, Chartered Accountants as the statutory auditors ofthe Company for the financial year 2017-18 for ratification ofthe members. Members are requested to consider and ratifythe same.

13. Auditor's ReportThe Auditors have qualified their Audit Report issued to theCompany, by stating the following qualification:“Attention of the matters is invited to note no.28(d) of the notesto accounts regarding the financial statements of the companyhaving been prepared on a Going Concern basis, notwithstanding that due to continuous losses incurred by thecompany during the past years and current year, theaccumulated losses of the Company have far exceeded its NetWorth resulting in negative net worth on Balance Sheet date.The company has written-off a substantial part of its Fixed Assetduring earlier years. This situation indicates the existence of amaterial uncertainty that may cast a significant doubt on thecompany's ability to continue as going concern.”The Board considered the aforesaid qualification andrecorded its comment as below:The board noted qualified opinion of the Auditors raising theconcern on the ability of the Company to continue as goingconcern.It has been informed continuously, and it is a matter of recordalso that the losses suffered during the previous years were onaccount of expenses incurred as pre-operational expensesrelating to the project implementation. In the year 2011 theCompany had undergone an investigation by the Securities andExchange Board of India (SEBI) relating to the marketmanipulations using GDRs. SEBI in the aforesaid matter hadforthwith issued its interim orders prohibiting the Company fromentering into the capital market, or issuing any kind of securitiesand altering its capital structure. This prohibition had aconsiderable impact on the capacity of the Company to raisefunds and thus the project implementation process got slowed.The SEBI in the investigation process has issued their finalorder on 23rd October, 2013 confirming the aforesaid restrictionson the Company effectively for a period of 8 years approx.,from the date of final order. The Company has challenged thefinal order at Securities Appellate Tribunal, where the proceedingis ongoing and still not got finality, your Company is expectingthe order of the SAT in near future.This restrictive order has brought this Company to a positionwhere no project could be implemented and no source of incomecould be generated till date, which has in turn resulted into theaccumulated losses for the Company over the years. This hasfurther impacted the Company that it could not carry its businessfurther and all the project implementation was stalled. Gradually,all the contract entered into by the Company and advancespaid in this behalf expired and become obsolete, due to non-payment of balance funds, which also resulted into not arrangingthe necessary machineries for the project and management inthis respect and with an intention to give true and fair picture ofthe financials, was bound to take a call for the writing off of allsuch advances/fixed assets made to the parties.Before taking decision of such writing off of substantial part ofthe advances/fixed assets during the earlier years, the Boardalso took note of the auditor's observation, which was made bythem in the meeting held on 10th February, 2015. The Board

recorded the fact that the writing off of such assets were requiredand mandated to give a true and fair picture of the financialstatement.The Board further took legal opinion on this matter from one ofthe leading law houses in Delhi, and after considering the variousaspects of the legal opinion and also after considering thepossibilities of recovery of the Capital advances or theenforceability of such Contracts (including novation), consentedto write off these advances.The Board, based on the aforesaid decision further decided towrite off other Fixed Assets and Advances, which is havingsimilar nature as aforesaid and accordingly various advances,fixed assets and pre-operative expenses were written off.The management is hoping to receive a favourable order fromthe SAT proceedings, which Company has initiated against therestrictive orders of the SEBI, which will positively impact thefuture of the Company. In view of the willingness to start theproject once the favourable business conditions are in, theManagement has taken stand to continue the accounting ofthe business as a Going Concern.

14. Share CapitalDuring Financial Year 2016-17, the Company's Capital Structureremains unchanged.

15. Extract of the annual returnThe extract of the annual return in Form No. MGT - 9 is annexedas Annexure -01.

16. Conservation of energy, technology absorption and foreignexchange earnings and outgoThe details of conservation of energy, technology absorption,foreign exchange earnings and outgo are as follows:(A) Conservation of energy and Technology absorption

The Company has not initiated its operations till date, noparticulars in respect of conservation of energy andtechnology absorption have been furnished as per Section134(3)(m) of the Companies Act, 2013.

(B) Foreign exchange earnings and outgoThere were no foreign exchange earnings and outgo duringthe year under review.

17. Corporate Social Responsibility (CSR)The disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules, 2014 is enclosed as Annexure-02. The members be apprised that the said policy is now noteffective as the CSR Committee of the Company has beendissolved w.e.f 26th May 2017.Please note that the said committee was established by theBoard in compliance with the provisions of Section 135 of theCompanies Act, 2013 and rules made thereunder on 29th May,2014. The said Committee was comprising Mr. Pranav Kumar,Mr. Sameer Rajpal and Mr. Deep Kumar Rastogi as its members.Further, on 26th May, 2017, your board after considering theprovisions of Rule 3(2) of the Companies (Corporate SocialResponsibility Policy) Rules, 2014, and also after taking intoconsideration of the factual threshold limits to constitute theCommittee as mentioned in section 135 (1) of the CompaniesAct, 2013, noted that the requirement to constitute theCommittee is no more required for the Company and accordinglythe board decided to dissolve the same with immediate effect.

18. Directors(A) Changes in Directors and Key Managerial Personnel

(KMP):• Cessation of Directors/KMP:

No cessation of Director or KMP of the Company hadtaken place during the financial year under reporting.

• Appointment of New Directors/KMP:Ms. Monika Moorjani who had resigned from the office ofDirector of the Company on 23rd March, 2016 was againappointed as director of the Company under Independent-Non Executive Category w.e.f. 27th May, 2016. She hasfurther resigned from the Board w.e.f. 14th August, 2017.

DIRECTOR'S REPORT


• Reappointment of Directors:In terms of the provisions of Section 152(6) ofCompanies Act, 2013, Mr. Deep Kumar Rastogi, Directorof the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible, hasoffered himself for re-appointment. Brief resume ofdirector seeking reappointment along with other detailsas stipulated under regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, are provided in the AGM Notice for conveningthe Annual General Meeting.

(B) Declaration by an Independent Director(s) & re-appointment, if any:All Independent Directors have submitted declarations thatthey meet the criteria of independence as laid down underSection 149(6) of the Companies Act, 2013 and Regulation16 (1) (b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

(C) Details of training imparted to Independent Directors:Your Company has the policy that every new IndependentDirector inducted on the Board attends an orientationprogram in which he/she is familiarized with the strategy,operations and status of the Company. They are furtherbriefed with history of the Company and also handed overa Copy of the bunch of Company's Annual Reports, itsMemorandum and Articles of Association, various policiesand the Code of Conduct of the Company.On November 14, 2016, a familiarization program was heldfor Independent Directors. In that session, a detaileddiscussion was held on the applicability and various aspectsof GST (Goods and Services Act) and its impact on theCompany, if any. All the Independent Directors i.e. Mr.Pranav Kumar, Mr. Sameer Rajpal and Ms. Monika Moorjaniwere physically present in the aforementioned programme.The said familiarization programme for Directors is availableon the Company's website with below link:http://www.cals.in/Data/Familiarisation_Program.pdfFurther, at the time of appointment of an IndependentDirector, the Company issues a formal letter of appointmentoutlining his/her role, functions and duties/responsibilitiesas a Director. The Format of the letter of appointment isprovided on our website, a web link thereto is given below:http://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20Model%20LOI%20-%20Independent%20Directors.pdf

(D) Formal Annual Evaluation:Pursuant to the provisions of the Companies Act, 2013and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 the performanceevaluation of every Director has been carried out by theCompany. The Board has adopted and implemented thecriteria for performance evaluation of every Director, whichfocuses on various aspects of the functioning of membersof Board and Committees, such as attendance at meeting,contribution, awareness towards Company's developmentetc. The result of aforesaid evaluations was noted by theNomination and Remuneration Committee in their meetingheld on 26th May, 2017.

19. Number of meetings of the Board of DirectorsThe Board met 5 times during the year, the details of which aregiven in Corporate Governance report forming part of this annualreport. The intervening gap between any two meetings waswithin the prescribed time limit under Companies Act, 2013.

20. Audit CommitteeDuring the year, the Audit Committee was constituted with Mr.Sameer Rajpal, Chairman of the Committee, Mr. Pranav Kumarand Mr. Deep Kumar Rastogi.A detailed description about the audit Committee is given in theCorporate Governance Report, forming part of the Director'sReport.Further all recommendations made by Audit Committee duringthe year were accepted by the Board.

21. Details of establishment of vigil mechanism for directorsand employeesThe Company has in place a Vigil Mechanism/ Whistle BlowerPolicy framed as per the requirements of Section 177 of theCompanies Act, 2013 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.The Vigil Mechanism policy has also been displayed onCompany's website athttp://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20%20Vigil%20Mechanism.pdf

22. Nomination and Remuneration CommitteeIn terms of Compliance of Section 178 of the Companies Act,2013 and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Company hasa duly constituted Nomination and Remuneration Committee. Thedetailed description about the Committee is given in the CorporateGovernance Report, forming part of the Director's Report.Remuneration Policy has been framed, adopted and implementedby the Nomination and Remuneration Committee. During theyear under review, the Nomination and Remuneration Committeereviewed the Remuneration Policy for Directors, KMPs and otheremployees and recommended no changes to be made in thePolicy to the Board of Directors of the Company. The said policyforms part of the Board's Report as Annexure- 03.

23. Particulars of loans, guarantees or investments undersection 186The Company has neither granted any Loans, extended anyGuarantees nor made Investments during the Financial year2016-17, pursuant the provisions of Section 186 of CompaniesAct, 2013.

24. Particulars of contracts or arrangements with relatedpartiesThe Company has not made any contracts with related partiespursuant to Section 188 of Companies Act, 2013.However, your Company has been obtaining loan from NyraHoldings Pvt. Ltd. a related party as per Section 2 (76) of theCompanies Act, 2013, to meet its day to day financial needsand also to meet the statutory dues, necessary compliancesand the legal expenses. Such arrangements of obtaining loanfrom related party falls into the category of material related partytransaction as per Regulation 23 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.As submitted in the previous year report that your Companyhad obtained your approval for the said material related partytransaction with Nyra Holdings Private Limited an entitybelonging to the promoters' group. Further to apprise you thatthe Nyra Holdings Private Limited during the year, i.e., on 28th

March, 2017 had assigned the entire loan facility extended tothe Company, i.e. Rs. 9,26,70,000/- to its parent/holdingCompany Spice Energy Pvt. Ltd. (another promoter groupCompany) under an internal restructuring of investments.Your Company in this context, are moving a special resolutionfor your approval in the Notice of the ensuing Annual GeneralMeeting and have also explained the detailed transaction inthe concern explanatory statement of the said Notice.Moreover, the Company has formulated a policy on materialityof related party transactions and also on dealing with RelatedParty Transactions which can be downloaded from the linkmentioned below:http://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20RPT%20Policy.pdf

25. Managerial RemunerationDisclosure pursuant to Section 197(12) of Companies Act, 2013and Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is provided below:(i) The Ratio of the remuneration of each Director to the

Median remuneration of the employees of the Companyfor the year 2016-17:

DIRECTOR'S REPORT


Directors Nature of Directorship Ratio

Mr. Deep Kumar Rastogi Whole time Director& Executive Chairman N.A.*

Mr. Pranav Kumar Non-ExecutiveIndependent Director 1:16.937

Mr. Sameer Rajpal Non-ExecutiveIndependent Director 1:16.937

Mrs. Monika Moorjani Non-ExecutiveIndependent Director 1:38.108

*Mr. Deep Kumar Rastogi had opted not to withdraw anyremuneration while he was appointed as Whole Time Director.

(ii) The percentage increase in remuneration of each Director,CFO, CEO, CS or Manager in the financial year:The remuneration of any Director of the Company was notincreased/changed during the financial year 2016-17.The remuneration as per Section 17 (1) of Income Tax Act,1961 of Company Secretary of the Company and ChiefFinancial Officer of the Company has been increased by7.43% and 8.88% respectively from Financial Year 2015-16.

(iii) the percentage increase in the median remuneration ofemployees in the financial year:The median remuneration of employees has beenincreased from the previous year due to the increase inremuneration paid to them.

(iv) the number of permanent employees on the rolls ofCompany:During the year 2016-17, there were 3 employees on therolls of the Company.

(v) average percentile increase already made in the salariesof employees other than managerial personnel in the lastfinancial year and its comparison with the percentileincrease in the managerial remuneration and justificationthereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration:As reported above total 3 employees are on the rolls of theCompany, out of which two being the KMP'S (CS & CFO)and one other employee in the operations department.There has been increase in the remuneration of all threeemployees including the Company Secretary and CFO ofthe Company during the reporting period. The averagepercentage increase in the remuneration of the ManagerialPersonnel is 8.15% as against the percentage increase ofthe other employee is 6.02%. The said increase in theremuneration of the managerial personnel vis-à-vis anotheremployees is nominal and almost parallel. However, theCompany Secretary and Chief Financial Officer areresponsible for ensuring various Compliances, maintenanceof books of accounts, and handling other litigations of theCompany, though the work relating to the operationdepartment (where another employee is working) is verylimited and confined, as the project could not take off.Further the increase in the remuneration to the employeeis to mitigate the inflation effect.

(vi) The Remuneration is as per the remuneration policy of theCompany.

(vii) The names of top 10 employees in terms of remuneration are:

S. Name of employee DesignationNo.

1 Mr. Raman Kumar Mallick Chief Financial Officer

2 Mr. Suvindra Kumar Company Secretary

3 Mr. Debashish Bera Officer Commercial

(viii) There were no employees in the Company during the yearwho were in receipt of remuneration in excess ofRs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month.

26. Secretarial Audit ReportIn terms of the provisions of Section 204 of the Companies Act,2013 and rules made there under, Mr. Kumar Bhavesh Kishore,Proprietor (CP No. 11598), M/s KBK & CO, Company Secretaries,Delhi was appointed as the Secretarial Auditor of the Companyduring the Financial Year 2016-17.A Secretarial Audit Report in Form No. MR-3 for the financialyear 2016-17 given by the Secretarial Auditors of the Companyis annexed as Annexure-04 with this report.The following disclosures has been made by the SecretarialAuditor in his report, requiring explanation:"Share application money for an amount of Rs 1,57,57,463/-remains pending for allotment."Explanations given:Since the situation w.r.t the circumstances in this matter has notbeen changed, hence the explanation to the Secretarial Auditorwas the same as given earlier, which state as below:It has been explained to the Secretarial Auditor that the above-mentioned amount of ` 1,57,57,463/- is part of FDI, which wasreceived from M/s Abboro Limited, a foreign Body Corporate.This amount is pending for allotment due to the restrictive orderof SEBI dated 23rd October 2013 which has restricted theCompany from accessing the capital markets and/or issuingshares and/or any other instruments convertible into equity oraltering its capital structure. Though the Company through itsletter dated 12th May, 2015 and reminder letter dated 29th Mayand 7th December, 2015 had asked for a special permission fromSEBI, under intimation of Registrar of Companies, NCT of Delhiand Haryana, for the relaxation in its order, so that the equityshares could be allotted to M/s Abboro Limited.The same fact has been suitably recorded by the SecretarialAuditor in his Report.

27. Risk Management PolicyThe Company has formulated its Risk Management Policy inaccordance with the legal requirements, which majorly includesprocedure and criteria for identification and mitigation of risk.Also, it enumerates comprehensive system for risk management.Audit Committee of the Board of Directors is entrusted with theresponsibility to manage Company's risk in the best possiblemanner.The Company had also constituted a Risk ManagementCommittee, which was later dissolved by the Company w.e.f.09.02.2016 in terms of Regulation 21 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.However, it was ensured that the Risk Management System/policy of the Company would now to be looked after by the AuditCommittee of the Company.

28. Management Discussion and Analysis ReportThe Management Discussion and Analysis Report as required underRegulation 21(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, forms part of this Report.

29. Corporate Governance ReportYour Company believes in good Corporate Governance with aview to perform various compliances, as prescribed under variouslaws and regulations which are applicable to the Company forthe time being in force. A separate section on CorporateGovernance forming part of the Director's Report and a certificatefrom the Practicing Company Secretary confirming complianceof the Corporate Governance Norms as stipulated in Regulation34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirement) Regulations, 2015 is included with thisAnnual Report.

30. Listing of SecuritiesThe Securities of your Company are currently listed on BombayStock Exchange Limited (BSE Limited) with ISIN- INE40C01022and scrip code 526652. The Company has partly paid listing feeto the Bombay Stock Exchange for the financial year 2016-17.All compliances under the listing regulations are being made inregular course and in prescribed time period.

31. Directors' Responsibility StatementYour Directors make the following statement/confirmations interms of the provisions of Section 134(5) of the Companies Act,2013 that-

DIRECTOR'S REPORT


DIRECTOR'S REPORT

ANNEXURE-01Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN : L51909DL1984PLC018775

ii. Registration Date : 25/07/1984

iii. Name of the Company : Cals Refineries Limited

iv. Category / Sub-Category of the Company : Company Limited by Shares/ Indian Non-Government Company

v. Address of the Registered office and : Unit No. 209, 2nd Floor, Suneja Tower-II,contact details District Centre, Janakpuri, New Delhi-110058

Phone No.: 011-45067736

vi. Whether listed company : Yes / No

vii. Name, Address and Contact details of : MCS Share Transfer Agent LimitedRegistrar and Transfer Agent, if any F-65, 1st Floor, Okhla Industrial Area, Phase-1

New Delhi - 110020, Phone: 011- 41406149-52Fax: 41709881, Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:All the business activities contributing 10 % or more of the total turnover of the company shall be stated:The Company did not conduct any business operation during the financial year 2016-17, hence no turnover was recorded.

Sl. No. Name and Description of NIC Code of the % to total turnovermain products / services Products/ services of the company

N.A. N.A. N.A. N.A.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:Company is not having any holding, subsidiary and associate Company, hence no details are provided:

Sl.No. Name and address CIN/GLN Holding/ % of Applicableof the Company subsidiary/ shares held Section

Associate

N.A. N.A. N.A. N.A. N.A. N.A.

N.A. N.A. N.A. N.A. N.A. N.A.

(a) in the preparation of the annual accounts for the financialyear ended on 31st March, 2017, the applicable accountingstandards have been followed along with proper explanationrelating to material departures;

(b) the appropriate accounting policies have been selected andapplied consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financialyear 2016-17 and of the profit and loss of the company forthat period;

c) the proper and sufficient care has been taken for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 forsafeguarding the assets of the company and for preventingand detecting fraud and other irregularities;

(d) the annual accounts for the financial year ended on 31st March,2017 have been prepared on a going concern basis; and

(e) the directors, have laid down internal financial controls to befollowed by the company and that such internal financialcontrols are adequate and were operating effectively.

(f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

32. Acknowledgements and AppreciationsYour Directors would like to express their sincere thanks to variousstakeholders of the Company i.e., Regulatory Bodies,Government, Bankers, Shareholders/Investors, businessassociates etc. for the Cooperation and assistance received fromthem. The Board of Directors would also like to appreciate themfor extending their trust, reliance, sustained support andencouragement during the year under review.The Directors would also like to place their deep appreciation tothe management and the employees of the Company, who havebeen supporting the Company with their dedication, hard workand commitment at all levels and in the adverse circumstances.

For and on behalf of the Board of Directors(Deep Kumar Rastogi) (Sameer Rajpal)Executive Chairman DirectorDIN : 01229644 DIN : 05184612Place : New DelhiDate : 14.08.2017


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding:

Category of No. of Shares held at the beginning No. of Shares held at the end %ChangeShareholders of the year (2016-17) of the year (2016-17) during(2016-17) Demat Physical Total % of Demat Physical Total % of the year

Total TotalShares Shares

A. Promoters(1) Indiana) Individual/ HUF 0 0 0 0.0000 0 0 0 0.0000 0.0000

b) Central Govt. 0 0 0 0.0000 0 0 0 0.0000 0.0000

c) StateGovt(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000

d) Bodies Corp. 233196000 0 233196000 2.8116 233196000 0 233196000 2.8116 0.0000

e) Banks/FIs 0 0 0 0.0000 0 0 0 0.0000 0.0000

f) Any Other 0 0 0 0.0000 0 0 0 0.0000 0.0000

Sub-total (1):- 233196000 0 233196000 2.8116 233196000 0 233196000 2.8116 0.0000(2) Foreigna) NRIs- Individuals 1110000000 0 1110000000 13.3832 1110000000 0 1110000000 13.3832 0.0000

b) Other– Individuals 0 0 0 0.0000 0 0 0 0.0000 0.0000

c) Bodies Corp. 0 0 0 0.0000 0 0 0 0.0000 0.0000

d) Banks/FIs 0 0 0 0.0000 0 0 0 0.0000 0.0000

e) Any Other 0 0 0 0.0000 0 0 0 0.0000 0.0000

Sub-total (2):- 1110000000 0 1110000000 13.3832 1110000000 0 1110000000 13.3832 0.0000Total shareholding of Promoter 1343196000 0 1343196000 16.1948 1343196000 0 1343196000 16.1948 0.0000(A)= (A)(1)+(A)(2)

B. Public Shareholding1. Institutionsa) Mutual Funds 0 112000 112000 0.0014 0 112000 112000 0.0014 0.0000

b) Banks / FIs 188000 78000 266000 0.0032 181200 78000 259200 0.0031 0.0001

c) Central Govt. 0 0 0 0.0000 0 0 0 0.0000 0.0000

d) State Govt(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000

e) Venture Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

f) Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000

g) FIIs 10 0 10 0.0000 10 0 10 0.0000 0.0000

h) Foreign Venture capital 0 0 0 0.0000 0 0 0 0.0000 0.0000

(i) Others (specify) 0 0 0 0.0000 0 0 0 0.0000 0.0000

Sub-total (B)(1):- 188010 190000 378010 0.0046 181210 190000 371210 0.0045 0.00012. Non- Institutions

a) Bodies Corp.i) Indian 407101734 156000 407257734 4.9103 377849990 156000 378005990 4.5576 -0.3527

ii) Overseas 0 120767100 120767100 1.4561 0 120767100 120767100 1.4561 0.0000

b) Individuals(i) Individual shareholders

holding nominal sharecapital upto Rs. 1 lakh 2258371671 12381078 2270752749 27.3784 2273331834 12420448 2285752282 27.5592 0.1808

(ii) Individual shareholdersholding nominal sharecapital in excess of Rs 1 lakh 3093838394 3646459 3097484853 37.3463 3146947225 3146459 3150093684 37.9806 0.6343

c) OthersNBFCs registered with RBI 0 0 0 0 .0000 102500 0 102500 0.0012 0.0012Trust & Foundations 135200 0 135200 0.0016 135700 0 135700 0.0016 0.0000Non Resident Individuals 166446004 6000 166452004 2.0069 127993184 6000 127999184 1.5433 -0.4636

Sub-total(B)(2):- 5925893003 136956637 6062849640 73.0995 5926360433 136496007 6062856440 73.0996 0.0001Total Public Shareholding(B)=(B)(1)+ (B)(2) 5926081013 137146637 6063227650 73.1041 5926541643 136686007 6063227650 73.1041 0.0000

C. Shares held by Custodianfor GDRs&ADRs 887539450 0 887539450 10.7010 887539450 0 887539450 10.7010 0.0000GrandTotal (A+B+C) 8156816463 137146637 8293963100 100.0000 8157277093 136686007 8293963100 100.0000 0.0000

DIRECTOR'S REPORT


DIRECTOR'S REPORT

ii. Shareholding of Promoters

Sl Shareholder’s Name Shareholding at the beginning Shareholding at the end of %ChangeNo. of the year the year in share

No. of % of total % of Shares No. of % of total % of Shares holdingShares Shares Pledged / Shares Shares Pledged / during

of the encumbered of the encumbered the yearcompany to total company to total

shares shares1. Gagan Deep Kumar Rastogi 1110000000 13.3832 0.0000 1110000000 13.3832 0.0000 0.00002. Nyra Holdings Private Limited 233196000 2.8116 0.0000 0 0 0.0000 -2.81163. Spice Energy Private Limited 0 0 0.0000 233196000 2.8116 0.0000 2.8116

Total 1343196000 16.1948 0.0000 1343196000 16.1948 0.0000 0.0000

iii. Change in Promoters' Shareholding (please specify, if there is no change): There is no overall change in the promoters'shareholding during the year of reporting. However, entire shareholding of Nyra Holdings Private Limited constituting2.8116% was transferred to Spice Energy Private Limited (the parent/holding Company of Nyra Holdings Private Limitedand another promoter group of the Company) on 28th March, 2017. As on 31st March, 2017 the name of Nyra HoldingsPrivate Limited was replaced by the Spice Energy Private Limited in the Promoter's Category.

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

Sl Shareholder’s Name No. of % of total No. of % of totalNo. shares shares of shares shares of

the company the company

1. Nyra Holdings Private LimitedAt the beginning of the year 233196000 2.8116 233196000 2.8116Date wise Increase/Decrease in Promoters Share Off market transfer 2.8116 0 0.000Holding during the Year specifying the reasons for of 233196000increase/decrease (e.g. allotment/transfer/ bonus/ equity shares onsweat equity etc. 28th March, 2017At the end of the year 0 0.0000

2. Spice Energy Private LimitedAt the beginning of the year 0 0.0000 0 0.0000Date wise Increase/Decrease in Promoters Share Off market acquisition/ 2.8116 233196000 2.8116Holding during the Year specifying the reasons for purchase of 233196000increase/decrease (e.g. allotment/transfer/ bonus/ equity shares onsweat equity etc. 28th March, 2017At the end of the year 233196000 2.8116

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the Cumulative Shareholdingbeginning of the year at the end of the year

Sl For Each of the Top 10 No. of % of total No. of % of totalNo. Shareholders shares shares of the shares shares of the

company company

1. Abboro Limited 120767100 1.4561 120767100 1.45612. Ashadevi Ashokkumar Verma 1840000 0.0222 60679298 0.73163. Manpreet Singh Chadha 53130163 0.6406 53130163 0.64064. Jatinder Kaur 46349213 0.5588 46349213 0.55885. Rajinder Singh Chadha 45845520 0.5528 45845520 0.55286. Dinesh Kumar Verma 8870000 0.1069 36125816 0.43567. Rajinder Singh Chadha 35854758 0.4323 35854758 0.43238. Bonanza Portfolio Ltd 19261025 0.2322 29703645 0.35819 Satish Laxmanbhai Mistry 22380000 0.2698 29000000 0.349610 Niftys Technologies Private Limited 36973226 0.4458 20973226 0.2529

Note: Details of Date wise increase or decrease in shareholding is given on the website of the Company.


DIRECTOR'S REPORT

v. Shareholding of Directors and Key Managerial Personnel: No KMPs and Directors held equity shares of the Company.

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Unsecured Deposits TotalLoans Loans Indebtedness

excludingdeposits

Indebtedness at the beginning of the financial yeari) Principal Amount Nil 83.39 Nil 83.39ii) Interest due but not paid Nil Nil Nil Niliii) Interest accrued but not due Nil Nil Nil Nil

Total( i +ii + iii) Nil 83.39 Nil 83.39

Change in Indebtedness during the financial year• Addition Nil 11.74 Nil 11.74• Reduction Nil Nil Nil Nil

Net Change Nil 11.74 Nil 11.74

Indebtedness at the end of the financial yeari) Principal Amount Nil 95.13 Nil 95.13ii) Interest due but not paid Nil Nil Nil Niliii) Interest accrued but not due Nil Nil Nil Nil

Total ( i +ii + iii) Nil 95.13 Nil 95.13

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager: No Remuneration was paid to Mr. Deep

Kumar Rastogi, the only whole time Director of the Company, during the financial year 2016-17, as he has opted not to takeany managerial remuneration.

B. Remuneration to other Directors:

Name of Directors Total Amount (Rs.)

Sl. Particulars of Remuneration Sameer Pranav MonikaNo. Rajpal Kumar Moorjani

1. Independent Directors• Fee for attending board and committee meetings 45,000/- 45,000/- 20,000/- 1,10,000/-• Commission Nil Nil Nil Nil• Others, please specify Nil Nil Nil Nil

Total(1) 45,000/- 45,000/- 20,000/- 1,10,000/-

2. Other Non-Executive Directors• Fee for attending board and committee meetings• Commission N.A N.A N.A N.A• Others, please specify

Total(2) - - - -

Total(B)=(1+2) 45,000/- 45,000/- 20,000/- 1,10,000/-

Total ManagerialRemuneration 45,000/- 45,000/- 20,000/- 1,10,000/-

Overall Ceiling as per the Act - - - -

(Rs. in Million)


DIRECTOR'S REPORT

C. Remuneration to key managerial personnel other than MD/Manager/WTD(Amount in Rs.)

Sl. Particulars of Remuneration Key Management Personnel

No. CEO Company CFO TotalSecretary

1. Gross salary(a) Salary as per provisions contained in N.A. 7,62,160/- 7,80,160/- 15,42,320/-

section 17(1) of the Income-tax Act,1961

(b) Value of perquisites u/s 17(2) Income-tax Act,1961 N.A. N.A. N.A. N.A.

(c) Profits in lieu of salary under section17(3) Income-tax Act,1961 N.A. N.A. N.A. N.A.

2. Stock Option N.A. N.A. N.A. N.A.

3. Sweat Equity N.A. N.A. N.A. N.A.

4. Commission

• as % of profit N.A. N.A. N.A. N.A.

• Others, specify N.A. N.A. N.A. N.A.

5. Others, please specify N.A. N.A. N.A. N.A.

Total N.A. 7,62,160/- 7,80,160/- 15,42,320/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: No Penalty, Punishment was imposed by any authoritye.g., Regional Director, NCLT and/or Court and therefore no Compounding of penalties and punishment was made/applied forby the Company its Directors and Officers in default under the Companies Act, 2013, during the year of reporting.


DIRECTOR'S REPORTANNEXURE-02

Corporate Social Responsibility (CSR)[Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the

Companies (Corporate Social Responsibility) Rules, 2014]1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken

and a reference to the web-link to the CSR policy and projects or programs.Cals Refineries Limited (CALS) believes in the ideology to give back to the society from which it receives numerous things forsurvival and to meet daily needs and requirements. It believes in fulfilling the responsibility towards Society, Community andEnvironment in which it operates, with the sacred intention to achieve responsible growth and hence your Company is committedto operate in a socially responsible way. All the activities listed in Schedule V of Companies Act, 2013 have been incorporatedin the Company's CSR policy.During the FY 2016-17, the financial status of the Company does not allow it to allocate the funds for the CSR activities of theCompany as there is no revenue generation in the Company since long time and therefore no profits. It has been reporting thatone of the prime reasons for such circumstances is the restrictive orders on the Company, which led to a situation, whereCompany is unable to enter into the market and also to procure requisite investment, which in turn substantially hampers theproject establishments. However, to meet the necessary compliance of law a policy had been formulated as per the requirementsof Section 135 of Companies Act, 2013, but no activity as mentioned under the CSR policy was taken up during the year ofreporting, due to the reasons as mentioned above.Further, on 26th May, 2017 your board after considering the provisions of Rule 3(2) of the Companies (Corporate SocialResponsibility Policy) Rules, 2014, and also after taking into consideration of the factual threshold limits to constitute theCommittee as mentioned in section 135 (1) of the Companies Act, 2013, noted that the requirement to constitute the Committeeis no more required for the Company and accordingly decided to dissolve the same with immediate effect.A web link to the CSR policy of the Company is mentioned below:http://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20CSR%20Policy.pdf

2. The Composition of the CSR Committee*.The CSR Committee of the Company consists of following members:• Mr. Pranav Kumar (Chairman)• Mr. Sameer Rajpal• Mr. Deep Kumar Rastogi*The CSR Committee dissolves w.e.f. 26th May, 2017.

3. Average net profit of the company for last three financial yearsThe Company is not having any profit during the last three financial years.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)Since, there has been no profits during last three financial years, no amount has been prescribed/allocated for CSR expenditureduring the financial year 2016-17.

5. Details of CSR spent during the financial year.(a) Total amount to be spent for the financial year: NIL(b) Amount unspent, if any: No amount has been spent.(c) Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)

S.No CSR Sector Projects or Amount Amount spent Cumulative Amountproject or in which programs outlay on the projects expenditure spentactivity the Project (1) Local area (budget) or programs upto to the : Direct oridentified is covered or other Specifiy project or Sub-heads: reporting through

(2) The State programs (1) Direct period implementingdistrict and where wise Expenditure agency*projects or programs on projects orwas undertaken programs

(2) Overheads

1 - - - - - - -

2 - - - - - - -

TOTAL - - - - - -

* Details of implementing agency: N.A6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or

any part thereof, the company shall provide the reasons for not spending the amount in its Board report.The Company has not spent any amount on CSR activities of the Company, since the Company has no operational income andrevenue generation and has not booked any profit during the last three financial years.

CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectivesand Policy of the Company.

Sd/- Sd/-(Deep Kumar Rastogi) (Pranav Kumar)Executive Chairman Chairman of CSR Committee


ANNEXURE-03POLICY RELATING TO THE REMUNERATION OF WHOLE TIME/ EXECUTIVE/ MANAGING DIRECTOR, KEY MANAGERIALPERSONNEL(KMP) AND SENIOR MANAGEMENT PERSONNEL.PREAMBLEThis Policy has been prepared in accordance with the requirements of Clause 49(IV)(B)(1) of the Equity Listing Agreement and Section 178(3)of Companies Act, 2013.This policy shall stand automatically modified with respect to any statutory modifications in the said act or their allied rules.DEFINITIONS"Act" means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time."Board" means Board of Directors of the Company."Directors" means the Whole time Directors/Executive Directors/Managing Directors of the Company."Key Managerial Personnel" meansi. Managing Director or Chief Executive Officer or Manager and in their absence Whole- time director;ii. Chief Financial Officer;iii. Company Secretary; and"Senior Management" means personnel of the company who are members of its core management team excluding the Board of Directorsincluding Functional Heads.APPLICABILITYThis Policy shall be applicable on all Directors, Key Managerial Personnel and Senior Management of the Company.PURPOSEThis policy has been designed by the Nomination and Remuneration Committee of the Company to devise a criteria for payment of remuneration toDirectors, KMP and Senior Management of the Company. Any Appointments made in future shall be governed by this policy.REMUNERATION CRITERIAi. General:

a) The remuneration / compensation / commission etc. to the Directors, KMP and Senior Management will be determined by the Nominationand Remuneration Committee and recommend to the Board for approval. The remuneration / compensation / commission etc. shall besubject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to the Whole-time Directors/ Managing Directors shall be in accordance with the percentage/ slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.

c) Increments to the existing remuneration/ compensation structure may be recommended by the Nomination and Remuneration Committeeto the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director and Managing Director.

d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, theCompany Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall notbe treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premiumpaid on such insurance shall be treated as part of the remuneration.

ii. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:a) Fixed pay:

The Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Boardon the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contributionto Provident Fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Personauthorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government,wherever required.

b) Minimum Remuneration:If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-timeDirectors/Managing Directors in accordance with the provisions of Schedule V of the Act and if it is not able to comply with suchprovisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:If any Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Shareholders and Central Government, where required, he / she shall refund such sums tothe Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by Law.

iii. Remuneration to Non- Executive / Independent Director:a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Companyand the Act.

b) Sitting Fees:The Non- Executive / Independent Director may receive sitting fees for attending meetings of Board or Committee thereof. Currently,the maximum amount prescribed by the Central Government is Rs.1,00,000/- per meeting of the Board or Committee thereof. Howeverthe Company, presently gives ` 5,000/- for every meeting attended by them.

c) Commission:Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of theCompany computed as per the applicable provisions of the Act.

d) Stock Options:An Independent Director shall not be entitled to any stock option of the Company.

Notes:The total managerial remuneration payable by a public company to its directors, including managing director and whole time director inrespect of any financial year shall not exceed 11% of the net profits of the company. Any payment exceeding 11% would require CentralGovernment approval.

DIRECTOR'S REPORT


DIRECTOR'S REPORT

ANNEXURE-04FORM MR-3

SECRETARIAL AUDIT REPORTFor the Financial Year ended 31 March 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,CALS Refineries LimitedUnit No. 209, 2nd Floor, Suneja Tower-II, District Centre,Janakpuri New Delhi -110058CIN: L51909DL1984PLC018775I have conducted secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by M/s. CALSRefineries Limited (hereinafter called "the Company"). The secretarial audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our opinion thereon.Based on our verification of M/s. CALS Refineries Limited's books, papers, minute books, forms and returns filed and other records maintained by theCompany and also the information provided by the Company, its officers and authorized representatives during the conduct of secretarial audit, wehereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2017, complied with thestatutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent basedon the management representation letter/ confirmation received from the management, in the manner and subject to the reporting made hereinafter.The members are requested to read this report along with our letter dated 8th August, 2017 annexed to this report as Annexure - A.1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year

ended on 31st March 2017 according to the applicable provisions of:i) The Companies Act, 2013 (the Act) and the rules made thereunder;ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;iii) The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,

Overseas Direct Investment and External Commercial Borrowings;v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act):-

I. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;II. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;III. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (not applicable to the

Company during the Audit period);IV. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (not applicable to the Company

during the Audit period)V. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable to the Company

during the Audit period);VI. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the Company during the Audit period);VII. The Securities and Exchange Board of India (Registrars to an issue and share transfer agents) Regulations, 1993 regarding the companies

Act and dealing with client; andVIII. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the Company during the

Audit period).2. I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents, records,

management confirmations in pursuance thereof, on test check basis, the company has complied with the following laws applicable specifically tothe Company:i) Employees Provident Fund and Miscellaneous Provisions Act, 1952; as amended from time to time ;

The remuneration payable to any one of the managing director; or whole time director shall not exceed 5% of the net profits of the companyand if there is more than one such director remuneration shall not exceed 10% of the net profits to all such directors taken together. Anypayment exceeding the said 5% or 10% limits would require the approval of the shareholders.The remuneration payable to all the non-executive directors shall not exceed 1% of the net profits of the Company, if there is a managing orwhole time Director. As there is a Whole time Director in the Company, the applicable limit is of 1% of the net profit. Any payment exceeding1% would require the approval of the shareholders subject to the overall limit of 11%.However, the Company in general meeting may, with the approval of the Central Government, authorise the payment of remunerationexceeding 11% of the net profits of the company, subject to the provisions of Schedule V.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF DIRECTOR

S.No. Criteria

1. Qualifications of a Director:A director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales,marketing, administration, research, corporate governance, operations or other disciplines related to the company's business.

2. Positive attributes of a Directors:A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standardsof integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of thecompany; devote sufficient time and attention to his professional obligations for informed and balanced decision making; andassist the company in implementing the best corporate governance practices.

3. Independence of Directors:Directors should be free to present their view point independently, Company has also adopted to conduct the separate meeting ofthe independent Directors, which will ensure that the independent directors of the Company can review the performance of theBoard and Chairman. Moreover the Directors should meet the other requirements of the Companies Act, 2013 and Listing Agreement/Regulations concerning independence of directors.


DIRECTOR'S REPORT

ii) Payment of Gratuity Act, 1972, as amended from time to time;iii) Employees' State Insurance Act, 1948 as amended from time to time.

3. I have also examined compliance of the applicable clause of the following:i) Secretarial Standards issued by The Institute of Company Secretaries of India, with respect to board and general meetings; andii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirement) Regulations, 2015.4. During the period under review, to the best of our knowledge and belief and according to the information and explanations given to us, the

Company has complied with the provisions of the Acts, Rules, Regulations and Agreements mentioned under paragraph 1, 2 and 3 above, to theextent applicable.

5. I further report that:i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent

Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

ii) Adequate notice is given to all directors to schedule the Board Meetings. Notice of Board meetings was sent in compliance with the Act. Asystem exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and for theirmeaningful participation at the meetings. Majority decision is being carried out unanimously for each agenda item of the meeting. We areinformed that there were no dissenting members' views on any of the matters during the year that were required to be captured and recordedas part of the minutes.

iii) There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor andensure compliance with applicable laws, rules, regulations and guidelines.The Company was in receipt of Share application money for anamount of ` 1,57,57,463/- received from M/s Abboro Limited as a Foreign Direct Investment, remains pending for allotment. SEBI vide itsorder no. WTM/SR/ISD/27/2013 dated 23rd October, 2013 restricted the company from accessing the Capital markets and/or issuing sharesand/or any other instruments convertible into equity or altering its capital structure from the date of the order for a period of ten years. Theaforesaid restriction on the Company was to effective from September, 2011, when the first restrictive interim order was passed by SEBI. TheCompany till date has almost complied with the order of SEBI for approx. six years and accordingly it has to further comply for period of 4years approx. Though the appeal filed by the Company against the said order is under consideration at SAT. In context to the above situation,the Company had asked special permission from Securities and Exchange Board of India (SEBI) vide letter dated 12th May,2015 with a copyto Registrar of Companies, National Capital Territory of Delhi, making a request to SEBI for relaxing its aforesaid order to enable the Companyto allot the equity share against the aforesaid share application money, pending allotment, the Company has however not received any replyfrom the concern authority. A reminder in this respect was also sent on 29th May and 7th December, 2015 to the above said authority (ies) witha prayer to give relaxation from its aforesaid order. The Company did not receive any response from any of theauthority(ies)The members have passed special resolutions under Section 180 of the Act empowering the Board of Directors to do the following:• Borrow moneys provided that the amounts borrowed and outstanding at any point of time does not exceed Rs. 50 crores, over and

above the aggregate of paid up share capital and free reserves during the year; apart from temporary loans from the Company'sbankers in the ordinary course of business;

FOR KBK & COCompany Secretaries

(Kumar Bhavesh Kishore)Date: 8th August, 2017 Membership No: A22843Place: New Delhi Certificate of Practice No: 11598

Annexure -A to Secretarial Audit Report dated 8th August 2017 for the Financial Year ended 31st March, 2017The Members,CALS Refineries LimitedUnit No. 209, 2nd Floor, Suneja Tower-II, District Centre,Janakpuri New Delhi -110058CIN: L51909DL1984PLC018775

My Secretarial Audit Report dated 8th August, 2017 is to be read with this letter.1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to make a report based on the

secretarial records produced for my audit.2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of

the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that theprocesses and practices we followed provide a reasonable basis for my report.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company as it is taken care in thestatutory audit.

4. I have obtained the Management's representation about the compliance of laws, rules and regulations and happening of events, whereverrequired.

5. Compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Myexamination was limited to the verification of procedures on test basis.

6. This Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which themanagement has conducted the affairs of the Company.

FOR KBK & COCompany Secretaries

(Kumar Bhavesh Kishore)Date: 8th August, 2017 Membership No: A22843Place: New Delhi Certificate of Practice No: 11598


To

The Members of Cals Refineries Limited

We have examined the Compliance of conditions of Corporate Governance by Cals Refineries Limited ('the Company'), for the yearended March 31, 2017, as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, ("Listing Regulations").

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated under Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the Management has conducted the affairs of the Company.

For Priya Gupta & AssociatesCompany Secretaries

Place : Delhi (Priya Kesari)Date : 14.08.2017 Proprietor

M. No.- 22710C.P. No.- 8180

COMPLIANCE CERTIFICATE[Pursuant to Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]

To,Board of DirectorsCALS Refineries Limited

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material facts or contain statements thatmight be misleading;

(2) these statements together present a true and fair view of the Listed, Company's affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the year which arefraudulent, illegal or violative of the listed entity's code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluatedthe effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to theauditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they areaware and the steps they have taken or propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee

(1) significant changes in internal control over financial reporting during the year;(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the

financial statements; and(3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or

an employee having a significant role in the listed entity's internal control system over financial reporting.

(Deep Kumar Rastogi) (Raman Kumar Mallick)Executive Chairman Chief Financial Officer

DIN: 01229644

Date : 26.05.2017Place : Delhi

CORPORATE GOVERNANCE


REPORT ON CORPORATE GOVERNANCECORPORATE GOVERNANCE PHILOSOPHYCorporate Governance can be understood as a set of guidelines to help in fulfilling its responsibilities towards all its shareholders orstakeholders i.e. investors, customers, vendors, Government employees, associates and society. It ensures transparency,accountability and integrity towards enhancement of the long-term value of Company's stakeholders.Your Company has always believed in the ideology of being transparent in its working and decision-making process. It is alwaysensured that the Board of Directors of your Company are well informed and equipped to take the appropriate and informed decisionfor the Company to safeguard the ultimate interest of its stakeholders. We also understand our duty to ensure high standards oftransparency and accountability in all its activities. The ideology of the Corporate Governance and due implementation in thenormal course of working of the Company is always confirmed by the management. With this view, we are presenting below variousfactual aspects with respect to the sincere efforts of the Company for implementation of Corporate Governance during FinancialYear 2016-17.1. BOARD OF DIRECTORS:

The Board of Directors consists of following directors during financial year 2016-17.a. Composition and category of Directors :

S.No. Name of the Directors Category

1. Deep Kumar Rastogi Whole Time Director (Promoter Category)2. Sameer Rajpal Non Executive and Independent Director3. Pranav Kumar Non Executive and Independent Director4. Monika Moorjani* Non Executive and Independent Director

*Resigned w.e.f. 14.08.2017

b. Attendance of each Director at the Board Meetings and the last AGM:

Attendance Particulars

S.No. Name of the Directors No. of Board Last AGM attendedmeetings attended (Yes/No)

1. Deep Kumar Rastogi 5 Yes2. Sameer Rajpal 5 Yes3. Pranav Kumar 5 Yes4. Monika Moorjani 5 Yes

c. Number of other Board or Board Committees in which Directors are member or Chairperson as on 31st March, 2017.

S.No. Name of the Directors No. of other Directorships and Committee member orChairmanship

Other Committee CommitteeDirectorships Memberships Chairmanships

1. Deep Kumar Rastogi 0 0 02. Sameer Rajpal 1 3 23. Pranav Kumar 1 1 04. Monika Moorjani 0 0 0

d. Number of meetings of the Board of Directors held during the reporting year and dates thereof.During the year, Five Board Meetings were held on May 27, 2016, July 29, 2016, September 29, 2016, November 14, 2016and February 09, 2017.

e. During the year under review, one separate meeting on 09th February, 2017 was held by the Independent Directors of theCompany to evaluate the performance of the Chairman, Individual Directors and the Board as a whole and also to assessthe Quality, Quantity and timeliness of the flow of Information between the Company Management and the Board. All theindependent Directors had attended the meeting.

f. Board Familiarization and Induction Programme.On November 14, 2016 a familiarization programme was held for Independent Director to discuss, deliberate and introducedabout the applicability and various aspects of GST (Goods and Services Act) on the Company. All the Independent Directorsi.e. Mr. Pranav Kumar, Mr. Sameer Rajpal and Ms. Monika Moorjani were physically present in the aforementionedprogramme. Detailed familiarization programme for Directors is available on the Company's website athttp://www.cals.in/Data/Familiarisation_Program.pdfNOTES:1) None of the above Directors are related inter-se.2) None of the Directors hold the office of director in more than the permissible number of Companies under the Companies

Act, 2013 or Regulation 25 and 26 of the Listing Regulations.3) No Non-Executive Directors of the Company held any equity shares/convertible instruments therein.



2. COMMITTEES OF THE BOARD:I. AUDIT COMMITTEE

The Company has duly constituted Audit Committee comprising of adequately qualified and experienced professionals, and itscomposition meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.i. Terms of Reference:

The terms of reference stipulated by the Board to the Audit Committee, as contained under Regulation 18(3) read withPart C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as perSection 177 of the Companies Act, 2013, are enumerated herein below:1. Recommendation for appointment, fixation of remuneration, terms of appointment and removal, of auditors of the

company;2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;3. Discussion with external/statutory auditors before audit commences, as regards nature and scope of audit as well

as having post audit discussion to ascertain any areas of concern;4. Examining and reviewing, with the management, the annual financial statements and auditor's report thereon

before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in

terms of clause (c) of sub-section (3) of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries, based on exercise of judgment by the Management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with the stock exchange and other legal requirements relating to financial statements; f. Any related party transactions, i.e., transactions of the Company of a material nature, with promoters or the

management, their subsidiaries or relatives etc. that may have potential conflict with larger interests of the Companyand also approval of any subsequent modification of transactions of the Company with Related Parties;

g. Qualifications in the draft audit report; h. Compliance with the Accounting standard; i. Going concern assumptions;

5. Reviewing, with the management, the quarterly, half yearly financial results before submission to the board for approval;6. Scrutiny of Inter Corporate Loan and Investments;7. Valuation of undertaking or assets of the Company wherever it is necessary;8. Evaluation of internal financial controls and risk Management system;9. Reviewing adequacy of Internal Audit Function, coverage and frequency of Internal Audit Report;10. Discussion with Internal Auditors and concurrent Auditors on any significant finding in their reports and follow up thereon;11. Review of the appointment, removal and terms of remuneration of the internal auditor;12. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights

issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a publicor rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

13. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function ordischarging that function) after assessing the qualifications, experience and background, etc. of the candidate;

14. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible;

15. To investigate any activity within its terms of reference;16. To seek information from any employee;17. To obtain outside legal or other professional advice;18. To secure attendance of outsiders with relevant expertise, if it considers necessary;19. Recommendation of a Vigil Mechanism (Whistle Blower Mechanism) to the Board for consideration and any change

thereto from time to time. The Board shall establish the Vigil Mechanism;20. The Audit Committee shall oversee and review the functioning of the Vigil Mechanism and if any of the members of the

Committee has a conflict of interest in a given case, they should rescue themselves and others on the Committee shalldeal with the matter in hand. In appropriate and exceptional cases, the Vigil Mechanism to provide for Direct Access to thechairperson of the Audit Committee;

21. Any other matter, as the Audit Committee may deem fit, to ensure the Internal Control, transparency and for necessarycompliances of the Law, that may include Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 etc;

ii. Composition, Name of Members and Chairperson of the Committee:During the Financial year 2016-17, the Audit Committee comprised of 3 Members i.e. Mr. Sameer Rajpal, Mr. PranavKumar and Mr. Deep Kumar Rastogi. All the members of the Audit Committee are financially literate.Mr. Sameer Rajpal is presently the Chairman of the committee. Mr. Suvindra Kumar, Company Secretary and Complianceofficer is the secretary of the Committee, the Chief financial officer of the Company and the statutory auditors arepermanent invitees to the meeting of the Audit Committee. The minutes of each Audit Committee meeting are placedbefore the Board and duly discussed therein.



iii. Meetings and attendance during the year:The Committee met 4 times during the FY 2016-17 on May 27, 2016, July 29, 2016, November 14, 2016 and February09, 2017.Attendance of each member at the Audit Committee meetings held during the year is as follows:

Name of Committee Members No. of Meetings held No. of Meetings AttendedSameer Rajpal 4 4Pranav Kumar 4 4Deep Kumar Rastogi 4 4

II. NOMINATION AND REMUNERATION COMMITTEEIn terms of Compliance of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Company has a duly constituted Nomination and Remuneration Committee.The Committee is responsible for identifying persons who are qualified to become Directors, KMPs, and other SeniorManagement and recommend for their appointment before the Board of Directors. The said committee is entrusted withresponsibilities as detailed in below mentioned terms of reference:(i) Terms of reference:

The terms of reference for the Nomination and Remuneration Committee as enumerated herein below:1. To identify persons

- who are qualified to become Directors, and- who may be appointed in senior managementin accordance with the criteria laid down, recommended to the Board their appointment and removal and shall carryout evaluation of every director's performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director andrecommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel andother employees.

3. To ensure that:(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors

of the quality required to run the company successfully,(b) Relationship of the remuneration to performance is clear and meets appropriate performance benchmarks; and(c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between

fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of theCompany and its goals.

Explanation: The expression "Senior Management" means personnel of the Company who are members of its coremanagement team excluding Board of Directors comprising all members of the management one level below theExecutive Director, including all the functional heads.

(ii) Composition, Name of Members and Chairperson of the committee:During the year 2016-17, the Nomination and Remuneration committee consists of following 3 members:• Deep Kumar Rastogi• Sameer Rajpal• Pranav KumarMr. Sameer Rajpal is the Chairman of the Committee.

(iii) Attendance during the year:Only 1 meeting of the Nomination and Remuneration Committee was held during the year on May 27, 2016 at which all3 members were present.

(iv) Remuneration Policy:The Remuneration Policy is duly framed, adopted and implemented in the Company. During the year under review, theNomination and Remuneration Committee reviewed the Remuneration Policy for Directors, KMPs and other employeesand recommended no changes to be made in the Policy to the Board of Directors of the Company. The said policyforms part of the Board's Report as Annexure- 3.

(v) Details of remuneration paid to all the Directors:Mr. Deep Kumar Rastogi, Executive Director, have opted not to take any managerial remuneration.The independent Directors are only paid through sitting fee for the meetings of the Board and Audit Committee attendedby them. Sitting fees paid for the year ended March 31, 2017, to the Directors are as follows:

Name of Directors Sitting Fees (`̀̀̀̀)

Mr. Sameer Rajpal 45,000/-Mr. Pranav Kumar 45,000/-Ms. Monika Moorjani 20,000/-

(vi) The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that aformal annual evaluation needs to be made by the Board of its own performance, its committees, Chairman and individualDirectors. Schedule IV of the Companies Act, 2013 and Regulation 17 of Listing Regulations states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.



The Board in concurrence with Nomination and Remuneration Committee has laid down the evaluation criteria for itself,Committees, Chairperson, Executive and Non-Executive Directors and Independent Directors. The Evaluation was carriedout through structured questionnaire/parameters covering various aspects of the functioning of the Board of Directors.The following broad parameters were considered for evaluation:1. Is the attendance of Independent Directors at meetings satisfactory?2. Do the Independent Directors show willingness to spend time and effort learning about the Company and its business?3. How well prepared and well informed the Independent Directors for Board Meetings?4. What has been the quality and value of Independent Director's contributions at Board and Committee Meetings?5. What has been their contribution to the development of Strategy and risk management?6. How successfully the Independent Directors brought their knowledge and experience to bear in the consideration of

strategy?7. Where necessary, how resolute are they in holding to their views and resisting pressure from others?8. How effectively have they followed up matters about which they have expressed concern?9. How good are their relationship with other board members, the company secretary and senior management?10. How actively and successfully do they refresh their knowledge and skill? Are they up-to-date with the latest

developments in areas such as the corporate governance framework and financial reporting and in the industry andmarket conditions?

11. How well do they communicate with other board members, senior management and others (e.g. shareholders)?12. Can they present their views convincingly, yet diplomatically?13. Do they listen to the views of others?

III. STAKEHOLDER'S RELATIONSHIP COMMITTEEThe Prime responsibility of the Stakeholder's Relationship Committee is to ensure that the grievances of shares holders ofthe Company are being resolved efficiently and effectively i.e. within the given time period. The Composition of the Committeeis in accordance with the requirements as mentioned under Section 178 of the Companies Act, 2013 and Regulation 20 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.(i) Name of Non-executive Director heading the Committee:

The Committee comprises of two members i.e. Mr. Sameer Rajpal and Mr. Deep Kumar Rastogi and Mr. SameerRajpal acts as the Chairman of the Committee, he was also present in the previous Annual General Meeting of theCompany held on 29th September 2016. M/s MCS Share Transfer Agent Limited was the Registrar and Share TransferAgents to handle the grievances of the shareholders. The Company suitably monitors and analyse the work of registrarto ensure that the investors' grievances are settled in given time period.The main areas and functions looked after by Stakeholder's Relationship Committee are as under:1. Redressal of shareholders and investors complaints like transfer of shares, non-receipt of Annual Report, non-

receipt of declared dividends, if any etc.2. Consolidation and sub-division of share certificates.3. Approving the transfer(s), transmission(s) of share certificates.4. To oversee the performance of the Registrar and Transfer Agent of the Company.

(ii) Name and Designation of Compliance officer:The Compliance officer of the Company is Mr. Suvindra Kumar, the Company Secretary of the Company, he also actsas a secretary to the Committee.

(iii) Number of Shareholder Complaints received so far:The Company has Nil Complaints pending at the beginning of the year and it received two complaints from theshareholders during the year and all the complaints were resolved by furnishing the requisite information/ documents.There were Nil complaints pending as on March 31, 2017.

(iv) Number of complaints not solved to the satisfaction of Shareholders: Nil(v) Number of Pending Complaints: Nil

IV. CSR COMMITTEEThe CSR Committee of the Company was established by the Board in compliance with the provisions of Section 135 of theCompanies Act, 2013 and rules made thereunder. It comprised of Mr. Pranav Kumar, Chairman of the Committee,Mr. Sameer Rajpal and Mr. Deep Kumar Rastogi as other members to the same.Further, on 26th May, 2017 your board after considering the provisions of Rule 3(2) of the Companies (Corporate SocialResponsibility Policy) Rules, 2014, and also after taking into consideration of the factual threshold limits to constitute theCommittee as mentioned in section 135 (1) of the Companies Act, 2013, noted that the requirement to constitute theCommittee is no more required for the Company and accordingly decided to dissolve the same with immediate effect.The said Rule 3(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, states as follows;"Every company which ceases to be a company covered under sub section (1) of section 135 of the Act for three consecutivefinancial years shall not be required to -(a) constitute a CSR Committee; and(b) comply with the provisions contained in sub-section (2) to (5) of the said section,

till such time it meets the criteria specified in sub-section (1) of section 135."



In light to the aforesaid position of law and taking note of the present financial situation/thresholds of the Company, it isconfirmed that your Company is not required to constitute the CSR committee, hence as submitted above the Board ofDirectors in their meeting held on 26th May, 2017 dissolved the Committee with immediate effect.The CSR policy (which was in effect for the reporting period) is already placed on the website of the Company.Considering the present financial status, the Company w.r.t reporting year, i.e., 2016-17, did not allocate any funds for theCSR activities, as there is no revenue generation in the Company since long time and therefore no profits was earned.Considering this reason, the Company has not spent any amount on its CSR activities.The Terms of Reference of the Committee were as follows:1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities

to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.2. To recommend the amount and area of expenditure to be incurred on various activities.3. To monitor the Corporate Social Responsibility Policy of the Company from time to time.4. Any other item as may be referred to by the Board.

3. ANNUAL GENERAL MEETINGS AND EXTRAORDINARY GENERAL MEETING:Location and time, where last three AGMs/EGMs held;

Year AGM/EGM Location Date Time

2015-16 AGM Executive Club, Dolly Farms & Resorts, 439, 29.09.2016 9.30 A.M.Village Shahurpur, P.O. Fatehpur Beri, New Delhi-110074.



In the last three financial years, special resolutions as set out in the schedule below were passed by the members of theCompany either in the AGM or through postal ballot:

Year AGM/EGM Date Special Resolutions

2015-16 29.09.2016 No Special Resolution was passed.2014-15 25.09.2015 • Setting up the Borrowing limits of the Company under Section 180(1)(c) of the Companies

Act, 2013.• Ratification of Material Related Party Transactions entered with Nyra Holdings Private Limited

and authority to enter into further related party transactions in future with Related partiesincluding Nyra Holdings Private Limited.

2013-14 25.09.2014 No Special Resolution was passed.No Special Resolution was passed through postal ballot last year, further at present there is no Special Resolution proposed to beconducted through postal ballot.4. DISCLOSURES:

i. Disclosures on materially significant related party transactions that may have potential conflict with the interestsof company at large:None of the transactions with any of the related parties, were in conflict with the interests of the Company. However, theCompany has formulated a policy on materiality of related party transactions and also on dealing with Related PartyTransactions which can be downloaded from the link mentioned below:http://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20RPT%20Policy.pdf

ii. Details of non-compliance by the company, penalties, and strictures imposed on the Company by Stock Exchangesor SEBI or any statutory authority, on any matter related to capital markets, during the last three years:The Securities and Exchange Board of India (SEBI), while investigating certain entities in regard to "Market Manipulationusing GDR issues" had by its ex-parte order No.WTM/PS/ISD/02/2011 dated September 21, 2011, which was later confirmedvide order dated December 30, 2011, directed your Company not to issue equity shares or any other instruments convertibleinto equity shares or alter capital structure in any manner till further directions in this regard. SEBI,in this matter, on 23rd

October, 2013, had issued a final order against the Company, which operative portion are as under:a. That the Company will not issue equity shares or any other instruments convertible into equity shares or any other

security, for a period of ten years.b. Vide Interim Order dated September 21, 2011 (later confirmed through the Confirmatory Order on December 30, 2011),

the Company was directed not to issue equity shares or any other instrument convertible into equity shares or altertheir capital structure in any manner till further directions. In this context, the Company has already gone the prohibitionimposed vide the Interim Order for a period of approximately two years. In view of this factual situation, it is clarifiedthat the prohibition already undergone by the Company pursuant to the aforementioned SEBI Order shall be reducedwhile computing the period in respect of the prohibition imposed vide this order.From the above Order it is clear that the Company is restrained from issuing any further equity shares or any otherinstruments convertible into equity shares or any other security, effectively for a period of eight years (approx.), fromthe date of the order.




iii. The Company has in place a Vigil Mechanism/ Whistle Blower Policy, the details of establishment of which are given inBoard's Report. Further, no personnel has been denied access to the audit committee. The Vigil Mechanism has alsobeen displayed on Company's website athttp://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20Vigil%20Mechanism.pdf

iv. The Company is compliant with the mandatory requirements applicable to the Company under SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.

v. Discretionary requirements as per Part E of Schedule II under the Listing Regulations is adopted with respect to theeffect that the Internal Auditor may report directly to the Audit Committee.

vi. The Company is complied with the requirements of the corporate governance specified in regulation 17 to 27 andclauses (b) to (i) of the sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

5. MEANS OF COMMUNICATION:Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,• the unaudited/audited financial results are intimated to the stock exchange, immediately after the Board meetings at which

they are approved.• these quarterly results/disclosures are published in Financial Express, Jansatta in the prescribed performa within 48 hours

pof the conclusion of the meeting of the Board at which they are approved.• the financial results/disclosure are also displayed on the website of the Company, i.e., http://www.cals.in/Home/Financials

6. GENERAL SHAREHOLDER INFORMATION:i. Annual General Meeting (For financial year 2016-2017)

Date and Time : Wednesday, September 27th, 2017 at 9.30 a.m.Venue : Executive Club, Dolly Farms & Resorts,

439, Village Shahurpur, P.O. Fatehpur Beri, New Delhi 110074.ii. Financial Year : 01st April to 31st March of every year.

Financial Calendar (Tentative and subject to change)Financial Results/Disclosure for theQuarter ending June, 2017 On or before 14th August, 2017Financial Results/Disclosure for theQuarter ending September, 2017 On or before 14th November, 2017Financial Results/Disclosure for theQuarter ending December, 2017 On or Before14th February, 2018Financial Results/Disclosure for theQuarter ending March, 2018 On or Before 30th May, 2018Annual General Meeting September, 2018

iii. Date of Book closure: Thursday, September 21, 2017 to Wednesday, September 27, 2017 (Both days inclusive).iv. Dividend payment date: Since Company is not proposing any dividend, this date is not applicable.v. Listing on Stock Exchanges, Stock Code & ISIN:

INSTRUMENT STOCK EXCHANGE STOCK CODE ISIN

Equity Shares Bombay Stock Trading Symbol- INE 040C01022Exchange, Mumbai CALSREF- 526652

Note : Company has paid Rs. 3,63,677/- out of Rs. 9,63,677/- as on the date of signing this report and shall make restof the payment in due course.

vi. Market Price Data : High, Low during each month in last financial year and performance in comparison to BSE Sensex.

Months Share Price (BSE) (In `̀̀̀̀) SENSEXMonth's Month's Month's Month's

High Price Low Price High LowApril, 2016 0.07 0.05 26100.54 24523.20 33701317May, 2016 0.07 0.05 26837.20 25057.93 38985379June, 2016 0.11 0.05 27105.41 25911.33 99925651July, 2016 0.10 0.09 28240.20 27034.14 27431434August, 2016 0.09 0.06 28532.25 27627.97 91479610September, 2016 0.10 0.07 29077.28 27716.78 86800495October, 2016 0.15 0.08 28477.65 27488.30 181441204November, 2016 0.29 0.12 28029.80 25717.93 489143666December, 2016 0.22 0.19 26803.76 25753.74 81635092January, 2017 0.19 0.19 27980.39 26447.06 6824378February, 2017 0.19 0.15 29065.31 27590.10 21318848March, 2017 0.15 0.15 29824.62 28716.21 12223187

Volume(No. of Shares)


Our Stock Performance for the year 2016-17:

Sensex Movement for the year 2016-17:

vii. Registrar and Transfer Agents (RTA):During the year of reporting the Registrar and transfer activity was being handled by M/s MCS Share Transfer AgentLimited situated at F-65, 1st Floor, Okhla Industrial Area, Phase I, New Delhi - 110020. E-Mail: [email protected].

viii. Share Transfer System:Presently, the share transfers, which are received in physical form, are processed and the Share certificates returnedwithin the prescribed time period, subject to the documents being valid and complete in all respects.

ix. a. Distribution of shareholding as on March 31, 2017:Range Shares Percent Shares Folios Percent Holders/Folio1 - 500 3449889 0.0416 12375 6.8713501 - 1000 25023826 0.3017 25736 14.29011001 - 2000 33983970 0. 4097 18456 10.24782001 - 3000 27404608 0. 3304 9854 5.47153001 - 4000 18340137 0. 2211 4815 2.67364001 - 5000 98791758 1.1911 19891 11.04465001 - 10000 290309359 3.5002 31898 17.711610001 - 50000 1027497490 12.3885 39270 21.804950001 - 100000 798300662 9.6251 9685 5.3777And Above 5970861401 71.9905 8117 4.5070

Total 8293963100 100.000 180097 100.000

b. Distribution of shareholding among Non-Resident, FII, Body Corporate and Individuals:As on the end of year of reporting, i.e., as on 31.03.2017, the Distribution of shareholdings between NRI, FIIs, OCBs,Body Corporate and Individuals are represented below:

Category No. of Shares % age

Non Resident Indians, FII & OCB 1358766294 16.38Financial Institutions/Banks 259200 0.00Mutual Funds/UTI 112000 0.00Bodies Corporate 611201990 7.37Resident Individuals/others 5435845966 65.54Trust and Foundations & NBFC 238200 0.00GDR 887539450 10.70

Total 8293963100 100.00



x. Dematerialisation of shares and liquidity:As at the end of March 31, 2017, 8157277093 Equity Shares (98.35% of the equity share capital of the company) weredematerialized. The Following table shows the details relating to dematerialization of shares of the Company:

Particulars No. of Shares % ageNSDL 4834531954 58.29CDSL 3322745139 40.06PHYSICAL 136686007 1.65

Total 8293963100 100.00

xi. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity:The GDRs outstanding as on March 31, 2017 were 1,77,50,789 representing 88,75,39,450 underlying Equity Shares, fewGDRs were later on converted into equity shares on 02nd May, 2017 by one of the entity belonging to public group. Thelatest outstanding GDRs are 8,37,589 representing 4,18,79,450 underlying equity shares. Further the GDRs were delistedfrom the Luxembourg Stock Exchange w.e.f 14th July, 2014, due to the resignation of BNY Mellon the depository participantsof GDRs.

xii. Address for correspondenceInvestor Correspondence: For shares held in physical form(For transfer/dematerlisation of MCS Share Transfer Agent Limitedshares and any other query related Address: F-65, 1st Floor, Okhla Industrial Area, Phase I,to the shares of the Company) New Delhi - 110020

Phone: 011-41406149/50/51Fax: 011-41709881E-Mail: [email protected] shares held in Dematerialised formTo the depository participant

Any query on Annual Report Cals Refineries LimitedShares DepartmentAddress: 209, 2nd Floor, Suneja Tower - II, District Centre,Janak Puri, New Delhi-110058.Phone: 011- 45067736,E-Mail: [email protected]

DECLARATIONIt is hereby declared that all the Board Members and senior management of the Company have reaffirmed adherence to in compliancewith the 'Code of Conduct' laid down by the Company.Place : New Delhi (Deep Kumar Rastogi)Date : 14.08.2017 Executive Chairman



FORWARD-LOOKING STATEMENTSThe report contains forward-looking statements, identified by words like'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates','envisages/ envisaged' and so on. All statements that address expectationsor projections about the future, but not limited to the Company's strategyfor expenditures, and financial results, are forward-looking statements. Sincethese are based on certain assumptions and expectations of future events,the Company cannot guarantee that these are accurate or will be realized.The Company's actual results, performance or achievements could thusdiffer from any forward looking statements. The Company assumes noresponsibility to publicly amend, modify or revise any such statements onthe basis of subsequent developments, information or events.INDUSTRY STRUCTURE AND DEVELOPEMENTSThe oil and gas sector is among the six core industries in India and plays amajor role in influencing decision making for all the other important sectionsof the economy.India's economic growth is closely related to energy demand; therefore theneed for oil and gas is projected to grow more, thereby making the sectorquite conducive for investment.The Government of India has adopted several policies to fulfil the increasingdemand. The government has allowed 100 per cent Foreign DirectInvestment (FDI) in many segments of the sector, including natural gas,petroleum products, and refineries, among others. Today, it attracts bothdomestic and foreign investment.GLOBALWith dramatically falling oil prices, reductions in headcount and uncertaintyregarding the industry's future, the global oil and gas industry is currentlyfacing challenging times. Due to a decline in global crude oil prices, importsdeclined by 7.4 per cent in 2016-17 in value (till January, 2017). The CurrentAccount Deficit (CAD) of India narrowed to 0.3 per cent of GDP duringApril-September 2016. The trend of negative export growth reversed a bitwith exports registering a growth of 0.7 per cent during 2016-17 (till January,2017).Petroleum, Oil and Lubricants (POL) imports declined by 10.8 per cent in2016-17 (till January, 2017) whereas non-POL imports declined by 2 percent.In the near future, the recent oil price gains, which are due to a rebalancingof supply and demand fundamentals, partly accelerated by OPEC's recentdecision to cut production, are expected to remain in place. A great deal ofthe activity in the oil and gas sector is focused on OPEC countries and theU.S., but other regions may also play a key role in the coming years.DOMESTICIndia's oil demand is expected to grow at a CAGR of 3.6 per cent to 458Million Tonnes of Oil Equivalent (MTOE) by 2040, while demand for energywill be more than double by 2040 as economy will grow to more than fivetimes its current size, as stated by The Ministry of Petroleum and NaturalGas.Also, the country's gas production will likely touch 90 Billion Cubic Metres(BCM) by 2040, subject to adjustment to the current formula that determinesthe price paid to domestic producers, while demand for natural gas willgrow at a CAGR of 4.6 per cent to touch 149 MTOE.India is expected to be one of the largest contributors to non-OECDpetroleum consumption growth globally. Total oil imports declined by 10per cent year-on-year in February 2017. Fuel consumption in India increasedby 10.7 per cent to a 16-year high of 196.48 million tonnes (MT) in 2016.India is the fourth-largest Liquefied Natural Gas (LNG) importer after Japan,South Korea and China, and accounts for 5.8 per cent of the total globaltrade. Domestic LNG demand is expected to grow at a CAGR of 16.89 percent to 306.54 MMSCMD by 2021 from 64 MMSCMD in 2015.RISKS AND CONCERNSPrice volatility and decreases in oil or natural gas prices leading to worsenedoperating results and future prospects.The modelled risks w.r.t the Oil andGas industry are, Oil and Gas Price Movement, Regulatory and legislativechanges and increased cost of compliance, Inability to expand reserves orfind replacement, Operational hazards including blowouts, spills andpersonal injury, Natural disasters, General industry competition whetherglobally or domestically etc.Though the Company is not in operation mode and it had not commencedbusiness activities, the Risk Mechanism is limited to financial and regulatorycompliances. The Audit committee of the Company is entrusted with theresponsibility to look after towards the proper implementation of RiskManagement Mechanism for mitigation of Risk so occurred during the courseof the business. Also, your Company has formulated the policies to efficientlyhandle the Risk Management process, which are adequately taken care of.FINANCIAL PERFORMANCE AND REVIEWWe have been reporting since so long, and in this report also, that theCompany is still standing in the same position as earlier, with non-inclusionof operational income and profit and also due to non-availability of financialsources in due course of time, the implementation of project could not takeplace.At earlier stage, the funds raised through GDRs in the year 2007, wereinvested in the pre-operative set-up expenses, when the company was

MANAGEMENT DISCUSSION AND ANALYSIS 2016-17

supposed to process its implementation schedule, SEBI started investigationin to modalities of GDRs in the year 2011, with a restrictive orders on theCompany from entering into the capital market and issuing any securitiesand altering its capital structure, SEBI finally vide order dated 23rd October,2013, prohibited the company for approx. 8 years from the date of the orderto access the capital market, or issuance of any kind of securities andalteration in capital structure of the Company.However, the company has filed an appeal before Hon'ble SAT against therestrictive orders of the SEBI, which is still in motion and the managementis hoping to receive a favourable order from the SAT proceedings, soon.The order of the SAT will have considerable impact on the future of theCompany.Further, non-availability of surplus funds and equity, which was a majorsource of initial funding, prohibition on issue/allotment of received shareapplication money from foreign investors had material adverse effect. Thecompany defaulted in its obligations to vendors and the vendors cancelledtheir agreements. The SEBI's adverse order, resulted into many other un-necessary and unwarranted connected investigations from ED, SFIO &Income Tax Department etc. Thus at present the company has no businessoperations and the likely hood of starting the proposed project is foundunfeasible in the year of reporting. During the year turnover of the Companyhas remained Nil, the Company did not have any operational profit, thereforethe net worth of the Company has further eroded to ` (224.80) million from` (206.40) million in the previous year and the Net Loss for the year was `18.40 Million as compared to ` 12.64 million of the previous year. Theincrease in the loss and negative balance in the Reserve and Surplus hascaused the net worth erosion in the Company.In furtherance of above, during the period under review M/s Nyra HoldingsPrivate a Company belonging to the promoter Group, which was extendingloan to the Company has assigned the Loan arrangements with ourCompany to its parent cum holding Company M/s Spice Energy PrivateLimited (an another promoter group Company). A tri-partite agreement wasexecuted between our Company (as borrower), Nyra Holdings Pvt. Ltd. (asassignor) and Spice Energy Pvt. Ltd. (as assignee) to effect the aforesaidtransaction, i.e., assignment of loan from Nyra Holdings to Spice EnergyPvt. Ltd. and also that the Spice Energy Private Limited to carry with theloan arrangements with us in future as per the assignment agreement. TheAudit Committee and Board of Directors have considered and approved/Ratified the aforesaid matter in their respective meeting held on 26th May,2017.The Board has further proposed the aforsaid agreement/ arrangement tothe Shareholders of the Company for their ratification/ approval in theensuing Annual General Meeting. The factual points in relation to above,have been included and explained in detail in the Notice of Annual GeneralMeeting and explanatory statement annexed with it.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYThe Company has adequately adopted the procedures, criteria andmechanism to ensure the proper internal control, suitable policies andguidelines as required under various provisions of the Companies Act, 2013and the Listing Agreement are in place. The following policies adopted bythe Company, which focuses on comprehensive management, control andcompliance with different rules and regulations as prescribed under variouslaws applicable to the Companies.1. Vigil Mechanism Policies/Whistle Blower Policies,2. Risk Management PolicyThe said policies ensures reduction of possible threats of fraud, the orderlyand efficient conduct of the business of the Company. These policies andguidelines are adequately monitored by the designated Committees of theBoard.The Company in addition to the above, has also in place a proper systemof internal audit that is adequate in respect to the size and operations of theCompany. M/s AmarJeet Singh & Associates, Chartered accountants hadbeen appointed as the Internal Auditor of the Company for the financialyear 2016-17. They had adequately conducted the Quarterly Internal Auditexercise with in the terms of regulatory requirements.During the AuditProcess, no material discrepancies have been reported by them. TheCompany prepare the financial information/reporting as per the requisiterequirements of the Companies Act, 2013 and the Listing Agreement, andplace it to the Audit Committee and Board for the approval, once approvedthe said financial results are submitted to the stock exchange and alsoplaced on the website of the Company. The Internal Auditors are empoweredwith the facility to directly report to the Audit Committee of the Board ofDirectors of the Company.HUMAN RESOURCE DEVELOPMENTDespite challenges and adverse circumstance the human resource of theCompany stand along with it to deal with any critical situation. The Companyis having no operations and comprises of limited staff. During the financialyear under review the relation with the human resources have been disputefree and cordial. The company has an adequate remuneration policy relatingto the Whole time Director/ Executive/Managing Director, Key ManagerialPersonnel (KMP) and Senior Management Personnel, as required underthe Companies, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The same has been regularly reviewedand adopted by the board.


To The Members of CALS REFINERIES LIMITEDReport on the Financial StatementsWe have audited the accompanying financial statements of CALS REFINERIESLIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2017, the Statement of Profit and Loss and Cash Flow Statement for the yearthen ended, and a summary of significant accounting policies and otherexplanatory information.Management's Responsibility for the Financial StatementsThe management and Board of Directors of the Company are responsible forthe matters stated in Section 134(5) of the Companies Act, 2013 ('the act') withrespect to the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of theCompany in accordance with the accounting principles generally accepted inIndia, including the Accounting Standards specified under Section 133 of theAct, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibilityincludes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that arereasonable and prudent; design, implementation and maintenance of adequateinternal financial controls, that are operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements basedon our audit. We have taken into account the provisions of the Act, the accountingand auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from materialmisstatement.An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selecteddepend on the auditor's judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal financial controlrelevant to the Company's preparation of the financial statements, that give atrue and fair view, in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on whetherthe company has in place an adequate internal financial controls system overfinancial reporting and the operating effectiveness of such controls An auditalso includes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by the Company'smanagement and Board of Directors, as well as evaluating the overallpresentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion.Basis of Qualified OpinionAttention of the matters is invited to note no.28(d) of the notes to accountsregarding the financial statements of the company having been prepared on aGoing Concern basis, not withstanding that due to continuous losses incurredby the company during the past years and current year, the accumulated lossesof the Company have far exceeded its Net Worth resulting in negative networth on Balance Sheet date. The company has written-off a substantial partof its Fixed Asset during earlier years. This situation indicates the existence ofa material uncertainty that may cast a significant doubt on the company'sability to continue as going concern.Qualified OpinionIn our opinion and to the best of our information and according to the explanationsgiven to us, except for the effects of the matters described in the basis ofQualified Opinion paragraph the aforesaid financial statements give theinformation required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India:-a) in the case of the Balance Sheet, of the state of affairs of the Company

as at 31st March 2017;b) in the case of the statement of Profit and Loss, of the loss for the period

ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the period

ended on that date.Emphasis of matterWithout qualifying our opinion we draw attention to:(a) The Securities and Exchange Board of India (SEBI) has initially put

restriction on any further issue of equity shares or any other instrumentsconvertible into equity shares or any other security by the Company for aperiod of ten years vide its interim order dated 21st September, 2011. In

its final order dated 23rd October, 2013 the same order was upheld. TheCompany as on date of the final order has undergone such prohibition forapproximately two years thus the restriction will be reduced effectively toeight years from the date of the final order. The Company is in appealagainst the order of SEBI Dated 23rd October, 2013 alleging siphoning offunds in Securities Appellate Tribunal (SAT). The matter is sub-judiceand the impact, if any, of the outcome of the same cannot be ascertainedat this stage.

(b) The company has share application money pending allotment for a periodof more than two years and cannot issue shares in view of the Order ofSEBI as aforesaid.

(c) Trade payables appearing in the books of accounts are subject toconfirmation and reconciliation, if any. One of the creditors, Karan NirmanUdyog Private Limited, to which Rs. 5 million payable has filed an windingup petition in the Hon'ble High Court of Delhi for the recovery of the saidamount, the proceeding in the matter in undergoing, the company haschallenged the payment of the said amount.

(d) The amount of Rs. 5,862.11 million under Disputed Duties/Tax Demandspertains to the Income Tax orders issued for the A.Y. 2008-09 and 2014-15 for Rs. 5860.28 million and Rs. 1.83 million respectively. Theassessment order for the assessment year 2008-09 related to theassessment u/s 148 relating to the issuance of GDRs, howeverassessment proceedings for A.Y. 2014-15 pertains to the normalassessment, i.e., assessment u/s 143 (3) of the Income Tax Act,1961.The Appeal is filed by the company.

Report on Other Legal and Regulatory Requirements1. As required by section 143(3) of the Act, we further report that:

a. we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary forthe purpose of our audit;

b. in our opinion proper books of account as required by law have beenkept by the Company so far as appears from our examination ofthose books;

c. the balance sheet, the statement of profit and loss and the cash flowstatement dealt with by this Report are in agreement with the booksof account;

d. in our opinion, the financial statements comply with the applicableAccounting Standards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules 2014;

e. on the basis of written representations received from the directorsas on March 31, 2017, and taken on record by the Board of Directors,none of the directors is disqualified as on March 31, 2017, frombeing appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectivenessof such controls, refer to our separate Report in "Annexure A". Ourreport expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financial controlsover financial reporting; and

g. In our opinion and to the best of our information and according to theexplanations given to us, we report as under with respect to othermatters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company has disclosed the impact of pending litigations on itsfinancial positions in its standalone financial statements- Refer Note22 to the financial statements;

(ii) The Company did not have any long-term contracts includingderivative contracts; as such the question of commenting on anymaterial foreseeable losses thereon does not arise

(iii) There has not been an occasion in case of the Company during theyear under report to transfer any sums to the Investor Educationand Protection Fund. The question of delay in transferring such sumsdoes not arise

(iv) The Company had provided requisite disclosures in its financialstatements as to holdings as well as dealings in Specified Bank Notesduring the period from 8th November to 30th December, 2016 andthese are in accordance with the books of accounts maintained bythe Company.

2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) ofsection143 of the Act, we give in "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

For VATSS & Associates,Regn. No.017573N

Chartered Accountants

Place : New Delhi Suresh AroraDate : 26.05.2017 Partner (M/N: 90862)

INDEPENDENT AUDITORS' REPORT


(Referred to in paragraph 1 (f) under 'Report on Other Legal and RegulatoryRequirements' of our Report of even date)Report on the Internal Financial Controls under Clause (i) of Sub-section 3of Section 143 of the Companies Act, 2013 ("the Act")We have audited the internal financial controls over financial reporting of CALSREFINERIES LIMITED ("the Company") as of March 31, 2017 in conjunctionwith our audit of the financial statements of the Company for the year ended onthat date.Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial reporting issued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementation and maintenance oradequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to company'spolicies, the safeguarding of its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of the accounting records, and thetimely preparation or reliable financial information, as required under theCompanies Act, 2013,Auditors' ResponsibilityOur responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively in all material respects.Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testingand evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor's judgment,including the assessment or the risks of material misstatement of the financialstatements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the Company's internal financial controlssystem over financial reporting.Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of the company;(2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of managementand directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition ofthe company's assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financialreporting, including the possibility of collusion or improper management overrideof controls, material misstatements due to error or fraud may occur and not bedetected. Also, projections of any evaluation of the internal financial controlsover financial reporting to future periods arc subject to the risk that the internalfinancial control over financial reporting may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.OpinionIn our opinion, to the best our information and according to the explanation givento us, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31, 2017, based on theinternal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the GuidanceNote on Audit of internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.




INDEPENDENT AUDITORS' REPORT

ANNEXURE "A"TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report of even date to themembers of CALS REFINERIES LIMITED on the accounts of the company forthe year ended 31st March, 2017(i) (a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets ;(b) As explained to us, fixed assets have been physically verified by the

management at regular intervals; as informed to us no materialdiscrepancies were noticed on such verification;

(c) In our opinion and according to the information and explanationsgiven to us, the title deeds of immovable property are held in thename of the company;

(ii) The nature of business of the Company does not require it to have anyinventory. Hence, the requirement of clause (ii) of paragraph 3 of the saidOrder is not applicable to the Company;

(iii) As informed to us, the Company has not granted loans, secured orunsecured, to companies, firms or other parties covered in the registermaintained under section 189 of the Companies Act,2013. Hence clauses3(iii) (a) to (c) of the order are not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given tous, the company has complied with the provisions of section 185 and 186of the Companies Act,2013 in respect of loans, investments, guarantees,and security.

(v) The Company has not accepted any deposits from the public and hencethe directives issued by the Reserve Bank of India and the provisions ofSection 73 to 76 or any other relevant provisions of the Act and theCompanies(Acceptance of Deposit) Rules,2015 with regard to the depositsaccepted from the public are not applicable.

(vi) As informed to us, the maintenance of cost records has not been specifiedby the Central Government under sub-section (1) of Section 148 of the Act,in respect of the activities carried on by the company.

(vii) (a) According to the information and explanations given to us and basedon the records of the company examined by us, the company is regularin depositing the undisputed statutory dues, including Provident Fund,Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax,Service Tax, Custom Duty, Excise Duty, Value added Tax, Cess andany other statutory dues applicable to it. According to the informationand explanations given to us, no undisputed amounts payable inrespect of the above were in arrears as at March 31, 2017 for a periodof more than six months from the date on when they become payable;

(b) According to the information and explanations given to us and basedon the records of the company examined by us, there are no dues ofIncome Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty andExcise Duty which have not been deposited on account of any disputes.

(viii) According to the records of the company examined by us and as per theinformation and explanations given to us, the company has not taken anyloans from any financial institutions, banks or debenture holder and hencethe question of defaulting in repayment of dues does not arise.

(ix) According to the records of the company examined by us and as per theinformation and explanations given to us, the company has not raisedmoneys by way of initial public offer or further public offer including debtinstruments and term Loans. Accordingly, the provisions of clause 3 (ix) ofthe Order are not applicable to the Company and hence not commentedupon.

(x) According to the records of the company examined by us and as per theinformation and explanations given to us, we report that no fraud by theCompany or on the company by its officers or employees has been noticedor reported during the year.

(xi) In our opinion, the Company has not paid any managerial remuneration.Therefore, the provisions of clause 4 (xi) of the Order are not applicable tothe Company.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, theprovisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) According to the records of the company examined by us and as per theinformation and explanations given to us, all transactions with the relatedparties are in compliance with section 177 and 188 of Companies Act,2013 and the details have been disclosed in the Financial Statements asrequired by the applicable accounting standards.

(xiv) According to the records of the company examined by us and as per theinformation and explanations given to us, the company has not made anypreferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Accordingly, theprovisions of clause 3 (xiv) of the Order are not applicable to the Companyand hence not commented upon.

(xv) According to the records of the company examined by us and as per theinformation and explanations given to us, the company has not enteredinto any non-cash transactions with directors or persons connected withhim. Accordingly, the provisions of clause 3 (xv) of the Order are notapplicable to the Company and hence not commented upon.

(xvi) In our opinion, the company is not required to be registered under section45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisionsof clause 3 (xvi) of the Order are not applicable to the Company and hencenot commented upon.




ANNEXURE "B"TO THE INDEPENDENT AUDITORS' REPORT


BALANCE SHEET AS AT MARCH 31, 2017

(` in million)

Particulars Note As at March 31, 2017 As at March 31, 2016No.

I. EQUITY AND LIABILITIES1. Shareholders' funds

(a) Share Capital 3 8,293.96 8,293.96(b) Reserves and Surplus 4 (8,518.76) (8,500.36)

(224.80) (206.40)2. Share application money pending allotment 5 15.76 15.76 15.76 15.76

3. Non- current liabilities(a) Long-Term Provisions 6 0.42 0.38

0.42 0.384. Current liabilities

(a) Short Term Borrowings 7 95.13 83.39(b) Trade payables 8 112.89 114.47(c) Other Current Liabilities 9 0.93 0.83(d) Short Term Provisions 6 0.01 0.01

208.96 198.70

TOTAL 0.34 8.44

II. ASSETS1. Non-current assets

(a) Fixed Assets(i) Tangible Assets 10 0.22 0.32

(b) Long-term Loans and Advances 11 - 7.71

0.22 8.032. Current assets

(a) Cash and Cash Equivalents 12 0.03 0.32(b) Short-term Loans and Advances 11 0.09 0.09

0.12 0.41

TOTAL 0.34 8.44

Significant Accounting Policies and Notes to Accounts 1 to 29

As per our Report of even date For & on Behalf of the Board of Directors

For VATSS & AssociatesChartered Accountants Deep Kumar Rastogi Sameer Rajpal

Executive Chairman Director(DIN : 01229644) (DIN : 05184612)

Suresh Kumar AroraPartner Suvindra Kumar Raman Kumar MallickMembership No. 090862 Company Secretary Chief Financial OfficerFRNo. : 017573NPlace : New DelhiDate : 26.05.2017


(` in million)

Particulars Note For the year ended For the year endedNo. March 31, 2017 March 31, 2016

IncomeRevenue from operations :Sale - -

Other Income 13 0.40 3.02

Total Revenue 0.40 3.02

ExpenditureEmployee Benefits Expenses 14 2.72 3.63

Finance Costs 15 0.00 0.00

Depreciation and Amortization Expenses 10 0.09 0.21

Other Expenses 16 8.28 11.82

Total Expenses 11.09 15.66

Profit/(Loss) before Exceptional Items (10.69) (12.64)

Exceptional Items 17 7.71 -

Profit/(Loss) (18.40) (12.64)

Earnings per equity share: 18

(1) Basic (0.00) (0.00)

(2) Diluted (0.00) (0.00)

Significant Accounting Policies and Notes to Accounts 1 to 29

As per our Report of even date For & on Behalf of the Board of Directors

For VATSS & AssociatesChartered Accountants Deep Kumar Rastogi Sameer Rajpal



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017


(` in million)

For the year ended For the year endedMarch 31, 2017 March 31, 2016

CASH FLOW FROM OPERATING ACTIVITIESNet Profit/ (Loss) before tax as per Statement of Profit and Loss (18.40) (12.64)Adjustment for :Depreciation and Amortization Expense 0.09 0.21Loss on Fixed Assets Sold/Discarded 0.01 -Service Tax Expenses - -Balances - Written off - -Operating Profit Before Working Capital Changes (18.30) (12.43)Movements in working capital :Increase/(Decrease) in Trade Payables (1.58) 1.33Increase /(Decrease) in Long-Term Provisions 0.04 (1.12)Increase /(Decrease) in Short-Term Provisions 0.00 (0.03)Increase/(Decrease) in Other Current Liabilities 0.10 (0.17)Decrease /(Increase) in Long-Term Loans and Advances 7.71 -Decrease /(Increase) in Short-Term Loans and Advances (0.00) (0.07)Cash Generated from /(used in) Operations (12.03) (12.49)

Net cash flow from/ (used in) Operating Activities (A) (12.03) (12.49)

CASH FLOW FROM INVESTING ACTIVITIESProceed from Sale of Fixed Assets 0.00 -Additions/Deletions in Capital Work in Progress - -

Net cash flow from/(used in) Investing Activities (B) 0.00 -

CASH FLOW FROM FINANCING ACTIVITIESDecrease in Miscellaneous Expenditure - -Repayment of Short-Term Borrowings (92.63) -Proceeds from Short-Term Borrowings 104.37 12.63

Net Cash Flow from/(used in) Financing Activities (C) 11.74 12.63

Net Increase/(Decrease) in Cash and Cash Equivalents (A + B + C) (0.29) 0.14

Opening Balance of Cash and Cash Equivalents 0.32 0.18Closing Balance of Cash and Cash Equivalents 0.03 0.32

(0.29) 0.14

As per our Report of even date For & on Behalf of the Board of DirectorsFor VATSS & AssociatesChartered Accountants Deep Kumar Rastogi Sameer Rajpal


Suresh Kumar AroraPartner Suvindra Kumar Raman Kumar MallickMembership No. 090862 Company Secretary Chief Financial OfficerFRNo. : 017573N

Place : New DelhiDate : 26.05.2017

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017


1. Corporate informationCals Refineries Limited (the Company) is a public company domiciled in India and incorporated under the provisions of theCompanies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairsin respect of section 133 of Companies Act, 2013. Its shares are listed on Bombay Stock Exchange in India.

2. Significant accounting policiesa) Basis for preparation of financial statements

These financial statements have been prepared under historical cost convention from books of accounts maintained on anaccrual basis (unless otherwise stated hereinafter) in conformity with accounting principles generally accepted in India andcomply with the Accounting Standards issued by the Institute of Chartered Accountants of India and referred to Sec 129 &133 of the Companies Act, 2013, of India. The accounting policies applied by the company are consistent with those usedin previous year.

b) Use of estimatesThe preparation of the financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentliabilities on the date of the financial statements and the results of operations during the reporting period. Although theseestimates are based upon management's best knowledge of current events and actions, actual results could differ fromthose estimates and revisions, if any, are recognized in the current and future periods.

c) Tangible Fixed assets and depreciation/amortisation(i) Fixed assets are stated at cost less accumulated depreciation/amortisation. Cost comprises the purchase price and

any attributable cost of bringing the asset to its working condition for its intended use.(ii) Fixed assets under construction and cost of assets not ready for use as at the year-end are disclosed as capital work-

in-progress.(iii) In respect of fixed assets acquired during the year, depreciation/ amortisation is charged on a written down basis so as

to write off the cost of the assets over the useful lives and for the assets acquired prior to 1 April, 2014, the carryingamount as on 1 April, 2014 is depreciated over the remaining useful life based on an evaluation:Type of asset Useful life (Years)Computers 3Furniture and Fixtures 10Vehicles- Motor Cycles 10- Motor Cars 8Office Equipment 5

(iv) Assets costing less than ` 5,000 individually have been fully depreciated in the year of purchase. Obsolete assetshave been discarded during the year.

(v) The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financialyear and the amortisation period is revised to reflect the changed pattern, if any.

d) Intangible Fixed assets and depreciation/amortisationSoftware costs relating to acquisition of initial software license fee and installation costs are capitalized in the year ofpurchase. Depreciation has been provided based on life assigned to each asset in accordance with Schedule II of theCompanies Act, 2013.

e) LeasesLeases of assets under which significant risks and rewards of ownership are effectively retained by the lessor are classifiedas operating leases. Lease payments under an operating lease are recognized as expense in the "Statement of Profit andLoss" on a straight line basis over the lease term.

f) Borrowing costsBorrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the costof such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use.All other borrowing costs are charged to the statement of profit and loss account as incurred

g) Impairment of assetsThe Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If anysuch indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of theasset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, thecarrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognizedin the "Statement of Profit and Loss". If at the balance sheet date there is an indication that a previously assessedimpairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverableamount subject to a maximum of depreciated historical cost.

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS


h) Revenue recognitionSale of goodsRevenue from the sale of goods is recognized when significant risk and rewards in respect of ownership of the goods aretransferred to the customer. Revenue is stated net of trade discounts, rebates, sales return and sale tax or value addedtax, where ever applicable.

i) Foreign currency transactionsTransactions in foreign currency and non-monetary assets are accounted for at the exchange rate prevailing on the date ofthe transaction. All monetary items denominated in foreign currency are converted at the year-end exchange rate. Theexchange differences arising on such conversion and on settlement of the transactions are recognized income or asexpense for the year.

j) Employee benefitsExpenses and liabilities in respect of employee benefits are recorded in accordance with Revised Accounting Standard 15- Employee Benefits (Revised 2005).i) Gratuity

Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability recognized in thebalance sheet in respect of gratuity is the present value of the defined benefit obligation at the balance sheet date,together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefitobligation is calculated at or near the balance sheet date by an independent actuary using the projected unit creditmethod.Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged or creditedto the "Statement of Profit and Loss" in the year in which such gains or losses are determined.

ii) Provident FundThe Company makes contribution to statutory provident fund in accordance with Employees Provident Fund andMiscellaneous Provision Act, 1952 which is a defined contribution plan and contribution payable is recognized as anexpense in the year in which services are rendered by the employee.

iii) Compensated absencesDuring Current financial year, Provision for leave enacashment is accounted on year to year basis and considered asshort term employee benefits and are recognised as an expense at undiscounted amount in the profit and lossaccount for the year in which the related services are rendered.

iv) Other short term benefitsExpense in respect of other short-term benefits is recognized on the basis of the amount payable for the year duringwhich services are rendered by the employee.

k) TaxationProvision for tax comprises current income tax and deferred tax. Current income-tax is determined in respect of taxableincome with deferred tax being determined as the tax effect of timing differences representing the difference betweentaxable income and accounting income that originate in one period, and are capable of reversal in one or more subsequentperiod(s). Such deferred tax is quantified using rates and laws enacted or substantively enacted as at the end of thefinancial year.

l) Contingent liabilities and provisionsDepending upon the facts of each case and after due evaluation of legal aspects, claims against the Company notacknowledged as debts are treated as contingent liabilities. In respect of statutory dues disputed and contested by theCompany, contingent liabilities are provided for and disclosed as per original demand without taking into account anyinterest or penalty that may accrue thereafter. The Company makes a provision when there is a present obligation as aresult of a past event where the outflow of economic resources is probable and a reliable estimate of the amount ofobligation can be made. Possible future or present obligations that may but will probably not require outflow of resourcesor where the same cannot be reliably estimated, have been disclosed as a contingent liability in the financial statements.

m) Earnings per shareBasic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders bythe weighted average number of equity shares outstanding during the year.For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholdersand the weighted average number of shares outstanding during the year are adjusted for the effects of dilutive potentialequity shares.



3. Share Capital (` in million)

As at As atMarch 31, 2017 March 31, 2016

Authorized sharesEquity Shares of ` 1 each 40,000.00 40,000.00

40,000.00 40,000.00Issued, subscribed and paid-upEquity Shares of ` 1 each 8,293.96 8,293.96Total issued, subscribed and paid-up share capital 8,293.96 8,293.96a) The details of Shareholders holding more than 5% shares :

(` in million)

Name of the Shareholder 31 March, 2017 31 March, 2016No. of Shares % held No. of Shares % held

Gagan Deep Kumar Rastogi 1,110.00 13.38% 1,110.00 13.38%

b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period(` in million)

Shares 31 March, 2017 31 March, 2016No. of Shares `̀̀̀̀ No. of Shares `

At the beginning of the period 8,293.96 8,293.96 8,293.96 8,293.96Issued during the period - - - -Outstanding at the end of the period * 8,293.96 8,293.96 8,293.96 8,293.96* The above includes underlying Equity Sharesin GDR and each GDR represents 50underlying Equity Shares of ` 1 each. 17.75 887.54 17.75 887.54

c) Terms / rights attached to Equity Shares/ GDRs# The Company has only one class of shares referred to as equity shares having a par value of ` 1/-. Each holder of equity

shares is entitled to one vote per share. Holders of GDRs will have no voting rights with respect to the Deposited Shares.# In case of Depositary receipts, the Depositary will, if so requested by the Board of Directors of the Company and subject

to receipt from the Company of an opinion from the Company's legal counsel, (such counsel being reasonably satisfactoryto the Depository, that to do so will not be illegal or violate any applicable law of India, or subject the Depository to liabilityto any Holder or any shareholder of the Company), either vote as directed by the Board or as conveyed by the Chairmanof the Company or give a proxy or power of attorney to vote the Deposited Shares in favour of a Director of the Companyor other person or vote in the same manner as those shareholders designated by the Board.In the absence of receipt from the Company of an opinion from legal counsel as aforesaid, the Depository shall not haveany obligation to exercise any voting rights and shall have no liability to the Company or any holder.

# The Company declares and pays dividend in Indian rupees. During the year ended March 31, 2017, the amount ofdividend recognized as distribution to equity shareholders was ` Nil per share (Previous year : ` Nil).

# In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remainingassets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently.The distribution will be in proportion to the number of equity shares held by the shareholders.

4 Reserves and Surplus (` in million)


Surplus/(Deficit) in the Statement of Profit and LossBalance as per the last financial statements (8,500.36) (8,487.72)Profit/ (Loss) for the period (18.40) (12.64)

(8,518.76) (8,500.36)

5 Share Application Money Pending AllotmentShare application money pending allotment 15.76 15.76

15.76 15.76

a) No. of equity shares of ` 1 each proposed to be issued at par 15.76 15.76b) The Company has sufficient authorised capital to cover the share capital amount resulting from allotment of shares against

share application money.



(` in million)

c) Period before which shares were to be allotted March 31, 2017 March 31, 2016No. of shares No. of shares

November 19, 2011* 2.09 2.09March 20, 2012* 11.95 11.95August 28, 2012* 1.72 1.72

15.76 15.76

d) * The Securities and Exchange Board of India has issued an Order dated October 23, 2013 against the Company, whichmainly states that:

• Cals shall not issue equity shares or any other instrument convertible into equity shares or any other security, for aperiod of ten years.

• Vide the Interim Order dated September 21, 2011 (later confirmed through the Confirmatory Order on December 30,2011), Cals was directed not to issue equity shares or any other instrument convertible into equity shares or alter theircapital structure in any manner till further directions. In this context, Cals has already undergone the prohibition imposedvide the Interim Order for a period of approximately two years. In view of this factual situation, it is clarified that theprohibition already undergone by Cals pursuant to the aforementioned SEBI Order shall be reduced while computing theperiod in respect of the prohibition imposed vide this order.

6 Provisions (` in million)

Long-term Short-termAs at As at As at As at

March 31, 2017 March 31, 2016 31 March 2017 31 March 2016

Provision for Employee BenefitsProvision for Gratuity 0.42 0.32 0.01 0.01Provision for Compensated Absences - 0.06 - 0.00

0.42 0.39 0.01 0.01

7 Short-term Borrowings (` in million)


Unsecured Loans Repayable on Demand *- From related party (refer note no. 25) 92.63 80.89- From others# 2.50 2.50

95.13 83.39

* Loans Repayable on Demand. Interest is not provided due tomoratorium as per the loan agreement.# Loan from Ex-directors.

8 Trade PayablesMicro, Small and Medium Enterprises - -(refer note no. 22(i) for details of dues to micro and small enterprises)Others 112.89 114.47

112.89 114.47

9 Other Current LiabilitiesService tax payable - -TDS payable 0.26 0.21Other current liabilities 0.67 0.62

0.93 0.83



10 Fixed AssetsTangible Assets (` in million)

Description Gross Block Depreciaiton and Amoritization Net Book Value

As at Additions Deductions/ As at As at Additions Deductions/ As at As at As atApril 1, Adjustments March 31, April 1, Adjustments March 31, March 31, March 31,

2016 2017 2016 2017 2017 2016

Computers 0.50 - - 0.50 0.47 - - 0.47 0.02 0.02

Vehicles 1.32 - 0.04 1.28 1.23 0.01 0.03 1.21 0.07 0.09

Furniture & Fixtures 0.59 - - 0.59 0.38 0.08 - 0.46 0.13 0.21

Total 2.41 - 0.04 2.37 2.08 0.09 0.03 2.16 0.22 0.32

Previous Year 2.41 - - 2.41 1.87 0.21 - 2.09 0.32 0.53

11 Loans and Advances (` in million)

Long Term Short TermAs at As at As at As at

March 31, 2017 March 31, 2016 31 March 2017 31 March 2016

Capital advancesUnsecured, considered good - - - -

(A) - - - -Security depositSecured considered good - - 0.07 0.07Unsecured, considered good - 0.50 - -

(B) - 0.50 0.07 0.07Advances recoverable in cash or kindSecured considered good - - 0.02 0.02Unsecured considered good* 0.00 7.21 0.00 -

(C) 0.00 7.21 0.02 0.02Other loans and advancesPrepaid expenses - - - -Balances with statutory/government authorities - - - -Loans to employees - - - -CENVAT credit receivable - - - -

(D) - - - -

Total (A+ B + C + D) 0.00 7.71 0.09 0.09

* Deposit with Mumbai High Court (` 2.91 million) & Supreme Court (` 4.30 million) w.r.t. FY ending 31/03/2016 also refer Note No. 17

12 Cash and Cash Equivalents (` in million)


Balances with banks: - On current accounts 0.02 0.30Cash in hand 0.01 0.02

0.03 0.32



(` in million)

For the year ended For the year endedMarch 31, 2017 March 31, 2016

13 Other IncomeLiabilities Written Back 0.40 3.02Bad Debts Recovered - -

0.40 3.02

14 Employee Benefit ExpensesSalaries, wages and bonus 2.44 3.00Contribution to provident and other fund 0.27 0.62Staff welfare expenses 0.01 0.01

2.72 3.63

15 Finance CostsBank charges 0.00 0.00Interest on outstanding statutory dues 0.00 0.00

0.00 0.00

16 Other ExpensesCommunication 0.04 0.04Legal and professional 3.64 2.76Printing and stationery 0.00 0.01Repair and maintenance - building 0.03 0.07Repair and maintenance - others 0.01 0.00Power and fuel 0.06 0.04Auditor's remuneration (Refer 16(i)) 0.56 0.54Directors' sitting fees 0.13 0.14Insurance - 0.00Rates and taxes 4.69 4.64Rent 0.28 0.24Travelling and conveyance 0.02 0.04Miscellaneous expenses 0.09 0.08Foreign Exchange - Gain/Loss (1.28) 3.22

8.28 11.82

(i) Payment to AuditorsAs Auditor:-Audit Fee 0.46 0.45-Limited Review Fee 0.10 0.09In other capacity:Reimbursement of expenses - -

0.56 0.54

17 Exceptional ItemsCompnesation Claim* 7.71 -Loss on Fixed Assets Sold/Discarded 0.01 -

7.71 -

(* Advance deposited in various courts in respect to legal case has been booked as expenses in the current year, pursuant to thefinality of matter in Hon'ble Supreme Court.



18 Earnings Per Share (EPS) (` in million)

Particulars For the year ended For the year endedMarch 31, 2017 March 31, 2016

Net profit/(loss) for calculation of basic/diluted EPS (in million) (18.40) (12.64)Weighted average number of equity shares incalculating basic & diluted EPS (in million) 8,293.96 8,293.96Basic and Diluted Earning per share (`) (0.00) (0.00)Face Value per equity share (`) 1.00 1.00

19 Contingent Liabilities and Commitments (To The Extent Not Provided For) (` in million)

Particulars As at As atMarch 31, 2017 March 31, 2016

Contingent Liabilities :a Claim against the Company not acknowledged as debt 9.19 7.71b Disputed Duties/Tax Demands 5,862.11 -

a. The Claim against the Company to the extent of ` 9.19 million pertains to M/s Thakurdas Khinvraj Rathi & Ors. who has issueda notice to the Company demanding the aforesaid amount under a litigation relating to taking a premises (along with a garage),situated at 95A Marine Drive, Mumbai-400002, on leave and licence basis, in the year 2007-08. The dispute is ongoing and nosettlement has yet taken place.

b. The amount of ` 5,862.11 million under Disputed Duties/Tax Demands pertains to the Income Tax orders issued for theA.Y. 2008-09 and 2014-15 for ` 5860.28 million and ` 1.83 milion respectively. The assessment order for the A.Y 2008-09 isrelated to the assessment u/s 148 w.r.t the issuance of GDRs, however assesment proceedings for A.Y. 2014-15 peratins to thenormal assessment, i.e., assessment u/s 143 (3) of the Income Tax Act,1961.

20 Disclosure of "Employee Benefits" as per Accounting Standard 15 are as follows:A. GratuityStatement of Profit and LossNet employee benefit expense recognized in employee cost

(` in million)

Description March 31, 2017 March 31, 2016

Current service cost 0.06 0.05Interest cost 0.02 0.06Actuarial (gain)/loss recognized during the year 0.02 0.29Past service cost - -

0.10 0.41

Balance SheetDetails of provision for Gratuity

(` in million)


Opening defined benefit obligation 0.33 0.76Current service cost 0.06 0.05Interest cost 0.02 0.06Actuarial (gain)/ loss recognized during the year 0.02 0.29Benefits paid - (0.84)Past service cost - -

Closing defined benefit obligation 0.43 0.33

The entire amount of plan obligation is unfunded therefore changes in the fair value of plan assets, categories of plan assets asa percentage of the fair value of total plan assets and the Company’s expected contribution to the plan assets in the next year isnot given.



For determination of the gratuity liability of the Company, the following actuarial assumptions were used:2017 2016

Discount rate 7.40% 7.70% Rate of increase in compensation levels 7.00% 7.00% Withdrawal Rate 5% at younger ages and reducing to 1% at older ages according to graduated scale Mortality Rate Indian Assured Lives Mortality (2006-08) Ult.Estimates of future salary increase are based on inflation, seniority, promotion and other relevant factors such as demand andsupply in the employment market. Amounts for the current and previous three years are as follows:

(` in million)

Gratuity3/31/2017 3/31/2016 3/31/2015 3/31/2014

Defined benefit obligation 0.43 0.33 0.76 0.57Deficit 0.43 0.33 0.76 0.57Experience adjustments on plan liabilities Loss/(Gain) 0 0 0 0

B. Compensated AbsencesStatement of Profit and Loss (` in million)


Current service cost - 0.04Interest cost - 0.06Actuarial loss recognized during the year - (0.64)Past service cost - -

- (0.55)

Balance Sheet (` in million)


Opening defined benefit obligation - 0.78Current service cost - 0.04Interest cost - 0.06Actuarial loss recognized during the year - (0.64)Benefits paid - (0.17)Closing defined benefit obligationClosing defined benefit obligation - - 0.07

For determination of the liability in respect of compensated absences of the Company, following actuarial:2017 2016

Discount rate - 7.70% Rate of increase in compensation levels - 7.00%During Current financial year, Provision for leave enacashment is accounted on year to year basis and considered as shortterm employee benefits and are recognised as an expense at undiscounted amount in the profit and loss account for the yearin which the related services are rendered.

C. Provident fundContribution made by the Company during the year is ` 0.15 million (Previous year ` 0.19 million).

21 In the opinion of the Board of Directors, current assets, loans and advances have a value on realization in the ordinary courseof the business at least equal to the amounts at which they are stated and provision for all known liabilities have been made.

22 (i) The Company has not received cofirmation from its vendors to confirm their status under Micro, Small and MediumEnterprises Development Act (MSMED), 2006. Based on this, we are not able to comment on amounts due to any microor small enterprise under the MSMED Act, 2006.

(ii) a. Out of total amount of creditors of ` 112.89 million, ` 111.00 million were under dispute due to deficiency in services andother reasons, which inter-alia includes, ` 5.00 million relating to Karan Nirman Udyog Private Limited, to which a windingup petition has been filed in the in the Hon'ble High Court of Delhi at New Delhi, for the recovery of the said amount, theproceeding in the matter is undergoing, the Company has challenged the payment of the said amount.

b. Further ` 29.40 million pertains to Mott Macdonalt Consultants (I) Private Limited (Mott). The company had entered into settlement agreement with Mott and as per the terms of the agreement the Company had to pay the amount of` 29.4 million to Mott Macdonalt Consultants (I) Private Limited subject to the conditions that the SEBI passes an orderfor lifting the embargo and allowing the Company for issuing further shares or any other financial instruments convertibleinto equity and also to achieves financial closure by way of funding from the consortium of lenders. Further the Mott hadagreed that they will not take any coercieve/remedial action against the company for recovery of amount for 36 monthsfrom the settement agreement or the achievement of financial closure by the Company, whichever is earlier, though theaforesaid period of 36 months has been elapsed and the Company has not achieved financial closure as SEBI order issubsisting, however Mott has not initiated any proceedings against the Company.



23 Balances of Trade Payables and Loans are subject to confirmation.24 Deferred tax Asset has not been recognized considering the principle of virtual certainty as per Accounting Standard -22

'Accounting for Taxes on Income'.25 a) Related Party Disclosures

Nature of Relationship Name of Related Parties

Key managerial personnel Mr. Deep Kumar Rastogi (Executive Chairman)Enterprises owned or significantly influenced by key Nyra Holding Private Limitedmanagement personnel or their relatives Spice Energy Private Limited

b) Transaction during the year with related party (` in million)

Nature of Transactions 2016-17 2015-16

Enterprises owned or significantly influenced by keymanagement personnel or their relativesTransactions during the year :Loan received during the year 11.74 12.63Closing Balance :Loan payable 92.63 80.89

26 Expenditure in Foreign Currency(On cash basis including amount capitalized) (` in million)

Description For the year ended For the year endedMarch 31, 2017 March 31, 2016

Bank charges - -Stock exchange fees - -

Total - -

27 In terms of notification dated 30th March, 2017 issued by Ministry of Corporate Affairs, The company is require to disclose thedetails of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016.The said information is provided in the table below

(` in million)

SBNs Other denomination notes Total

Closing cash in hand as on 08.11.2016 - - 0.00(+) Permitted receipts - - 0.02(-) Permitted payments - - 0.02(-) Amount deposited in Banks - - -Closing cash in hand as on 30.12.2016 - - 0.00

28 Project Statusa The Company has a plan to set up crude oil refinery in Haldia, West Bengal. Ministry of Forest and Environment (MOEF) has accorded

Environmental Clearance for 5 MMTPA refinery project. The Haldia Development Authority (HDA) / West Bengal Industrial DevelopmentCorporation (WBIDC) had allotted land in Haldia. The Government of West Bengal extended various concessions which included VATincentives equivalent to the investment in Plant & Machinery. The Company raised Equity for US$ 200 million in Dec’07 by issuingGlobal Depositary Receipts (GDR) for part funding the project. The proceeds of the GDR issue were fully utilized to pay capitaladvances related to purchase of equipment of two used oil refineries and other corporate expenses incurred during constructionperiod. The Company entered into contracts for relocation of one refinery from Ingolstadt, Germany and had also paid advances forsuch equipments. However, the Company could not achieve financial closure and fulfill the terms of the said contract, resulting incancellation of the contract and forfeiture of the advances paid.The Company had, on March 15, 2011, entered into an Asset Purchase Agreement with Tagore Investments SA (Tagore) (an affiliate ofHardt group) for the CENCO Petroleum Refinery at a cost of US$ 275 million. As per the said agreement, the cost of such equipmentswas to be settled by the Company by issue of Equity in the form of GDR to the extent of US$ 175 million to Tagore and balance US$ 100million in cash on achievement of financial closure.The Company had also contracted for another set of Refinery equipments from another affiliate of Hardt group namely Amber EnergySA (Amber) at a cost of US$ 142 million which was to be paid by issue of GDR of US$ 142 million to Amber.Simultaneously, the Company had entered in to a ‘Deed of Novation’ with an affiliate of Hardt Group for assuming the contractualobligations envisaged on the supplier under an erstwhile agreement of plant & machinery for which an advance of ` 4,583.44 millionhad been paid.Hardt Group had agreed to become a strategic investor in the Company and assist it in implementing the refinery project. Abboro Limited(affiliate of Hardt Group) had brought in ` 136.52 million as equity during March’11 to March’12 (out of which 120.76 million alreadyallotted & the balance 15.76 million to be allotted as equity shares) to meet funding requirement for working capital and project activities.After signing the agreements with Hardt Group for purchase of refinery equipment and with the set of refining equipment for which theCompany had already contracted and paid advances, the Company revised the capacity of refinery envisaged in Haldia to 10 MMTPA




from 5 MMTPA. It filed an application to Ministry of Environment to enhance the approval for putting up 200,000 bpd equivalent to 10MMTPA capacity refineries. However, the Ministry vide its letter dt. Sept 20, 2011 declined the request as Haldia has been notified asa critically polluted area and no new capacity or expansion can be permitted till it is de-notified. Meanwhile, the Company lost theBayernoil equipment as it couldn’t fulfill its contractual commitments.The Company’s proposal for issue of such GDRs to Tagore and Amber, aggregating US$ 317 million was approved by the ForeignInvestment Promotion Board (FIPB) in their meeting held on May 20, 2011. Since the amount of issue had exceeded ` 12,000 million,the proposal was recommended to Cabinet Committee on Economic Affairs (CCEA). However, prior to receipt of the CCEA approval,SEBI Vide Interim Order in Sep’11 had issued directions to the Company not to issue equity or any other instruments convertible intoequity or alter capital structure in any manner till further directions. The SEBI has issued a final order dated 23rd October, 2013 againstthe Company which mainly states that the Company will not issue equity shares or any other instruments convertible into equity sharesor any other security, for a period of ten years.Further, the Company has already undergone the prohibition imposed vide the Interim Order for a period of approximately two years.In view of this factual situation, it is clarified that the prohibition already undergone by the Company pursuant to the aforementionedSEBI Order shall be reduced while computing the period in respect of the prohibition imposed vide this order. Hence the restrictionperiod of ten years will be reduced to eight years.The Company’s various efforts to restart the project also failed due to the embargo on issue of new equity by SEBI. Hardt Group hasalso stopped infusing further funds. The contracts entered with Hardt group have expired. However, the Company has filed an applicationto the Hon’ble Securities and Appellate Tribunal (SAT), against the abovementioned order of the SEBI, which process is undergoing.

b Land- Haldia Development Authority (HDA), vide its memo dated March 25, 2008, offered land admeasuring about 400 acres at Haldia,West Bengal to the Company for setting up the refinery project (‘the project’). As per the terms of the said memo, lease premium of `600 million was stipulated, which could not be paid by the Company pending financial closure for the refinery project. Subsequently, theCompany entered into a tripartite agreement dated March 19, 2010 along with HDA and West Bengal Industrial Development CorporationLimited (WBIDC). The Company was given permissive possession of the land for a period of six months from the date of the agreementwith a condition that the land shall be sub-leased in favour of the Company at the end of six months, subject to compliance with certainconditions. Since the Company could not comply with these conditions, it had requested additional time from WBIDC for the same.WBIDC, while granting such extension, stipulated additional conditions relating to tie up of equity and achievement of financial closurefor the project. The Company was not in a position to comply with these conditions as the SEBI order was subsisting and informedWBIDC accordingly requesting further extension. However, WBIDC had not acceded to the Company’s request and had withdrawn thepermissive possession of land.In the absence of any development in the project and withdrawal of the permissive possession of land, Cost of leasehold land ` 990.71million (including cost of land development ` 196.91 million) and civil work of factory building (included in capital work in progress)` 49.64 million are written off.

c In the absence of any development in the project and withdrawal of the permissive possession of land, expenses incurred on theproject which are ‘Preoperative Expenses Pending Allocation’ ` 432.51 million, ‘Consultancy Fees’ ` 65.62 million shown under ‘CapitalWork in Progress’and ‘Capital Advances’ ` 4,723.59 million shown under ‘Loans and Advances’ are written off.It is pertinent to note here that the resources including the Capital raised through GDR issue etc. have been fully utilised to pay capitaladvances related to purchase of equipment of Refineries and other corporate expenses incurred during the construction period. At thismoment the Company has no operational project and hence no operational revenues accrues to the Company. The Company hasbeen funding its day to day operations and statutory requirements through the funding received by way of unsecured loans from one ofthe related parties. It has now become difficult to continue receiving funding support from any other sources including by way ofunsecured loans. In view of the complex statutory requirements and financial position of the Company, no lender other than the relatedparty, is ready to lend money to the Company.Further the Company’s ability to raise funds has been restricted due to the adverse order of SEBI as explained above. In view of thecurrent scenario the project contemplated is difficult to be made viable at least until significant funding is possible to this effect.The management has reviewed all capital advances given to various suppliers standing in the books of the company relating to theirrealisibility and value for the company going ahead. It also noted the possibility of recovery and cost / chances associated with it.Having considered the circumstances, project status, the chances of recovery and the costs associated therewith along with the legalopinions received on the matters, it has become imperative to write off the advances to reflect a true and fair view of the value of theassets of the Company.It may also be noted that the aforesaid writing offs has given major impact on the Exceptional items and the Net Profit and Loss of thefinancial year 2014-15 and has also resulted into the negative net worth of the Company. Though such writing off was just and properand also to meet with the pre-requisites to the existing circumstances of the Company and also to present the true and fair picture ofthe financial statements.

d The ability of the Company to continue as a going concern is significantly dependent on getting a favourable order from SAT and themanagement is confident for such favourable order. The promoter is committed to provide necessary funds to meet the Company’sliabilities arising in the foreseeable future. These financial statements have been prepared on a going concern basis and do not includethe adjustments that would result if the Company is unable to continue as a going concern.

29 Previous year figures have been re-classified/ re-grouped, wherever considered necessary to conform to current year’s classification.

As per our Report of even date For & on Behalf of the Board of DirectorsFor VATSS & AssociatesChartered Accountants Deep Kumar Rastogi Sameer Rajpal




The instructions for shareholders voting electronically are as under:(i) The voting period begins on September 24, 2017 at 09:00 A.M. and ends on September 26, 2017 at 05:00 P.M. During this period shareholders' of

the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 20, 2017, may casttheir vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Members holding shares in physical or in demat formas on cut-off date, i.e., September 20, 2017 shall only be eligible for e-voting.

(ii) Shareholders who have already voted through e-voting prior to the meeting date would not be entitled to vote through physical mode at the meetingvenue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can bedownloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows PhoneStore respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.)

(iv) Click on "Shareholders" tab.(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your

existing password is to be used.(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as

physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are requested to use the the first two

letters of their name and the 8 digits of the sequence number in the PAN field. Sequence number is printed on the stickerspasted on the cover of the annual report.

• In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the companyBank Details records in order to login.OR Date of • If both the details are not recorded with the depository or company please enter the member id/folio number in the DividendBirth (DOB) Bank details field as mentioned in instruction(v).

(ix) After entering these details appropriately, click on "SUBMIT" tab.(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form

will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly notethat this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, providedthat company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.(xii) Click on the EVSN for the 'Cals Refineries Limited' on which you choose to vote.(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or

NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote,

click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take print out of the voting done by you by clicking on "Click here to print" option on the Voting page.(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password

& enter the details as prompted by the system.(xix) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com andregister themselves as Corporates. Corporates and Custodians already registered with CDSL should use their login details.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]. • The Admin login details will be sent by CDSL. After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote on. • The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be

uploaded in PDF format in the system for the scrutinizer to verify the same.(xx) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the

cut-off date i.e. September 20, 2017 may follow the same instructions as mentioned above for e-Voting.(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at

www.evotingindia.com, under help section or write an email to [email protected] Information:• Pursuant to Section 108 and corresponding Rules of Companies Act, 2013, the Company will provide e-voting facility to the members. All business

to be transacted at the annual general meeting can be transacted through the electronic voting system.• The notice of annual general meeting will be sent to the members, whose names appear in the register of members/ depositories as at closing hours

of business, on Friday, 25th August, 2017.• The Voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company.• Mr. Ankush Agarwal, Managing Partner, of M/s. Forecore Professionals LLP has been appointed as Scrutinizer to scrutinize the e-voting process and

also the voting done through Physical ballot at the AGM venue and for conducting the same in a fair and transparent manner.• Notice of the meeting is also displayed at www.cals.in.• Scrutinizer shall, after scrutinizing the votes cast at the AGM and through Remote E-voting, not later than 2 (two) days from the conclusion of the AGM

submit a consolidated Scrutinizer's report to the Chairman. The Result of the voting will be announced by the Chairman of the meeting on or after the33rd AGM to be held on 27th September, 2017 and will be communicated to the Stock Exchange and placed on the website of the Company, i.e.,www.cals.in .

SHAREHOLDER INSTRUCTIONS FOR E-VOTING

CCCCCALALALALALS REFINERIES LIMITEDS REFINERIES LIMITEDS REFINERIES LIMITEDS REFINERIES LIMITEDS REFINERIES LIMITEDCIN: L51909DL1984PLC018775

Regd. off: Unit No. 209, 2nd Floor, Suneja Tower-II, District Centre, Janakpuri, New Delhi-110058.Phone: +91 (11) 45067736,

Email: [email protected], Web: www.cals.in

Form No. MGT-11[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member (s) :Registered address :E-mail Id:Folio No/ Client Id :DP ID :

I/We, being the member (s) of _____________________________________ shares of the above named company, hereby appoint1. Name : _____________________________________Address:__________________________________________________

E-mail: ____________________________________Signature:_______________________________________, or failing him2. Name : _____________________________________Address:__________________________________________________

E-mail: ____________________________________Signature:_______________________________________, or failing him3. Name : _____________________________________Address:__________________________________________________

E-mail: ____________________________________Signature:__________________________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General Meeting of the Company, tobe held on Wednesday the 27th Day of September, 2017 at Executive Club, Dolly Farms & Resorts 439, Village Shahurpur, P.O.Fatehpur Beri, New Delhi 110074 at 9:30 A.M. and at any adjournment thereof in respect of such resolutions as are indicated below:Ordinary Buisness:1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2017 together

with the Reports of Director's and Auditor's thereon.2. To appoint a Director in place of Mr. Deep Kumar Rastogi (DIN- 01229644) who retires by rotation and being eligible, offers himself for re-

appointment.3. To ratify the appointment of M/s VATSS & Associates, Chartered Accountant (Firm Registration No.- 017573N) as statutory auditors of

the Company for the FY 2017-18 at a remuneration of Rs.2,50,000/- (exclusive of taxes), as recommended by the Board in consultationwith the Auditor.

Special Business:4. Ratification/Approval of Tri-Partite Loan Assignment Agreement executed between Nyra Holdings Private Limited, Spice Energy

Private Limited and the Company.5. To adopt new set of Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013 and

in this regard to consider and if though fit to pass, with or without modification(s), the concern resolution as a Special Resolution.

Signed this……... day of……… 20…. .. _______________________ _______________________Signature of shareholder Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, notless than 48 hours before the commencement of the Meeting.

CCCCCALALALALALS REFINERIES LIMITEDS REFINERIES LIMITEDS REFINERIES LIMITEDS REFINERIES LIMITEDS REFINERIES LIMITEDCIN: L51909DL1984PLC018775

Regd. off: Unit No. 209, 2nd Floor, Suneja Tower-II, District Centre, Janakpuri, New Delhi-110058.Phone: +91 (11) 45067736,

Email: [email protected], Web: www.cals.in

33rd ANNUAL GENERAL MEETINGPLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE AGM PREMISES

I/We hereby record my/our presence at the 33rd Annual general meeting of the Company to be held on Wednesday, September 27,2017 at 09.30 a.m. at Executive Club, Dolly Farms & Resorts 439, Village Shahurpur, P.O. Fatehpur Beri, New Delhi 110074.

Name(s) of the Shareholder(s) or Proxy No. of Shares held Registered Folio/(in Block Letters) Client ID No. / DP ID No.

(Name of Joint Shareholders, if any)

I certify that I am a member/proxy/ authorized representative for the member of the Company.

_________________________________________ Signature/s of the Shareholder/s or Proxy(To be signed at the time of handing over the slip)

PROXY FORM

AffixRevenue

Stamp

ATTENDANCE SLIP

PLEASE CARRY YOUR COPYOF ANNUAL REPORT

NO GIFTS/SNACKS WILL BEPROVIDED AT THE MEETING

Cut Here

If undelivered, please return to :-

CALS REFINERIES LIMITEDUnit No. 209, 2nd Floor, Suneja Tower-IIDistrict Centre, Janakpuri, New Delhi-110058