CPCL Annual Report2009

Chennai Petroleum Corporation Limited
Corporate Information
Board of Directors
Executives
Notice
Corporate Governance
Board of Directors
Mr. S. Behuria
Chairman
Mr. K.K. Acharya
Managing Director
Mr. N.C. Sridharan
Director (Finance)
Mr.S. Chandrasekaran
Director (Technical)
Mr. K. Balachandran
Director (Operations)
Mr. V.C.Agrawal
Director (HR)
Indian Oil Corporation Limited
Mr. L. Sabaretnam
Chief Executive Officer,
Coromandel Sugars Limited
Mr. Sanjay Gupta

Director (MC & IOC),
Ministry of Petroleum & Natural Gas
Government of India
Mr. Venkatraman Srinivasan

Senior Partner,
V. Sankar Aiyar & Co.,
Chartered Accountants
Mr. Mansoor Rad

Finance Director,
Naftiran Intertrade Company Limited
Prof. M.S. Ananth

Director,
Indian Institute of Technology, (IIT),
Chennai.
Mr. M.H. Ghodsi

Director
Naftiran Intertrade Company Limited
Executives
Mr. N. Sankaran
Chief Vigilance Officer
Mr. R. Anand
General Manager (Engineering & Services)
Mr. V. Natarajan
General Manager (Finance)
Mr. V. Srinivasan
General Manager (Human Resources)
Mr. N.K. Rajamani
General Manager (Corp. Plng., Devt. and R&D)
Mr. N.V. Kalaivanan
General Manager (Cauvery Basin Refinery)
Mr. D. Selvaraj
General Manager (Projects)
Mr. R. Chidambaram
General Manager (Logistics & Utilities)
Mr. K. Sankar
General Manager (Maintenance)
Mr. S. Venkataramana
General Manager (Manufacturing)
Mr. M. Sankaranarayanan
Company Secretary
NOTICE
Notice is hereby given that the 43rd Annual General Meeting of the Shareholders of the Company will be held at
2.30 P.M. on Monday the 7th September 2009 at Kamaraj Arangam, 492, Anna Salai, Teynampet, Chennai-600 006
to transact the following businesses:
ORDINARY BUSINESSES:
1.
To receive, consider and adopt the Audited Profit & Loss Account of the Company for the period from
1st April 2008 to 31st March 2009 and the Audited Balance Sheet as at 31st March 2009, together with the
Directors Report and the Auditors Report.
2.
To appoint a Director in place of Mr.S. Behuria, who retires by rotation and being eligible, offers himself for
re-appointment.
3.
To appoint a Director in place of Mr.L.Sabaretnam, who retires by rotation and being eligible, offers himself
for re-appointment.
4.
To appoint a Director in place of Mr.N.C.Sridharan, who retires by rotation and being eligible, offers himself for
re-appointment.
SPECIAL BUSINESS:
5.
APPOINTMENT OF MR. SANJAY GUPTA AS A DIRECTOR

To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary
Resolution :
RESOLVED that Mr. Sanjay Gupta be and is hereby appointed as a Director of the Company.
By order of the Board
M. SANKARANARAYANAN
Company Secretary
Date : 30.07.2009
Place : Chennai
Notes:
1.
A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to
attend and vote instead of himself.
2.
The proxy need not be a member of the Company.
3.
The instrument of Proxies, in order to be effective, must be lodged at the Registered Office of the Company
not later than 48 hours before the time of holding the meeting.
4.
Members/Proxies should bring their attendance slip, duly filled in, to the meeting.
5.
Members, who hold shares in the dematerialised form, are requested to bring their depository account
number for identification at the time of Annual General Meeting.
6.
An explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of Resolution
set out under Special Business of the Notice is annexed.
7.
The Register of Members and the Share Transfer Books of the Company will remain closed from
01.09.2009 to 07.09.2009 (both days inclusive).
8.
Members are requested to immediately intimate any change in their addresses registered with the
Company.
9.
Securities and Exchange Board of India (SEBI), vide Circular No.MRD/DoP/Cir-05/2009 dated
May 20, 2009, has informed that in respect of Securities Market transactions and off-market / private transactions
involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferees to
furnish copy of PAN Card to the Company / Registrars and Transfer Agents for registration of such transfer of
shares.
In view of the above Circular dated 20.05.2009, all requests for transfer of shares received after 20.05.2009
will be processed only if the requests are accompanied by a copy of the PAN Card.
10. The shares of the company are compulsorily traded in dematerialized form and therefore, the shareholders
are requested to dematerialize their shares to facilitate trading in CPCL shares.
11. As per the provisions of the Companies Act, 1956, shareholders are entitled to make nomination in respect of
shares held by them in physical form. Nomination form can be downloaded from the website of the company
at www.cpcl.co.in.
12. A brief Resume of the Directors of the Company, seeking appointment/re-appointment at this Annual General
Meeting, and their expertise in specific functional areas, is given as part of the Notice of 43rd Annual General
Meeting.
13. Inspection of Documents:- The relevant documents are available for inspection by the members at the Registered
Office of the Company at any time during the working hours till the date of the meeting.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956
Item No.5
Mr. Sanjay Gupta was appointed as an Additional Director with effect from 19.06.2009. As per the provisions of
Section 260 of the Companies Act, 1956, Mr. Sanjay Gupta will hold Office only upto the date of the
43rd Annual General Meeting of the Company.
A Notice under Section 257 of the Companies Act, 1956 has been received proposing the appointment of
Mr. Sanjay Gupta as a Director. Hence, this resolution is proposed.
Memorandum of Interest :
None of the Directors is interested in the resolution except Mr. Sanjay Gupta.
BRIEF RESUME OF THE DIRECTORS OF THE COMPANY, SEEKING APPOINTMENT/RE-APPOINTMENT

AT THE 43rd ANNUAL GENERAL MEETING
1.
Mr.Sarthak Behuria was appointed on the Board effective 01.03.2005. He is an alumnus of St. Stephens
College, Delhi and the Indian Institute of Management (IIM), Ahmedabad. He has more than three decades of
experience in the field of refining and marketing. He joined Burma Shell in 1973 before he was absorbed in
BPCL, where he served across the country, handling key portfolios in Supply and Distribution, Sales, Industrial
Relations and Downstream Infrastructure. He took over as Director (Marketing) of BPCL in 1998, as CMD of
BPCL in July 2002 and Chairman of IOCL in March 2005.
Mr.Sarthak Behuria is presently the Chairman of Indian Oil Corporation Limited and IOT Infrastructure and
Energy Services Limited.
2.
Mr.L.Sabaretnam was appointed on the Board effective 28.02.2002. He is a Post-Graduate in Business

Administration from the University of Madras. He is the Chief Executive Officer of Coromandel Sugars Limited.
Mr.L.Sabaretnam is the Chairman of Oriental Solutions Private Limited, LMS Builders & Engineers Pvt. Ltd., and
Archi Structural Constructions India Pvt. Ltd. He is a Director of Biosynth Life Sciences India Limited and
Pacific Datalabs Pvt. Ltd.
He is an Advisor of India Cements Limited and Trustee of T.S.Narayanaswamy College of Arts and Science.
He is a member of various business associations and social bodies.
Mr.L.Sabaretnam is the Chairman of the Audit Committee, Shareholders/Investors Grievance Committee and
Board Projects Sub- Committee of CPCL.
3.
Mr.N.C.Sridharan was appointed on the Board effective 05.03.2004, as Director (Finance) for a period of
five years. Government of India extended the tenure of Mr.N.C.Sridharan upto 31.05.2011, the date of his
superannuation or until further orders, whichever event occurs earlier.
Mr.N.C. Sridharan is a Fellow Member of Institute of Chartered Accountants of India and a Fellow Member of the
Institute of Company Secretaries of India. He has three decades of experience in Engineering, Chemical,
Pharmaceuticals, Fibrecement, Cotton Spinning and Software industries in Corporate Finance, Treasury, Accounts,
Loans Syndication, Project Finance, Commercial Taxation Direct & Indirect and Secretarial & Legal. Prior to
his appointment as Director (Finance), he was General Manager (Finance) in CPCL.
Mr.N.C.Sridharan is also a Director on the Board of Indian Additives Limited and National Aromatics and
Petrochemicals Corporation Limited. He is a member of the Shareholders/ Investors Grievance Committee and
Board Projects Sub-Committee of CPCL and Audit Committee of Indian Additives Limited.
4.
Mr. Sanjay Gupta was appointed on the Board effective 19.06.2009. He holds a M.Tech Degree in Production
Engineering from IIT, Delhi. He belongs to 1994 batch of Indian Revenue Service (IRS). He has more than two
decades of multi-sectoral experience in production, Income Tax, Administration, Petroleum Technology,
e-governance project of Ministry of Corporate Affairs, etc. Presently, he is the Director (MC & IOC),
Ministry of Petroleum & Natural Gas, Government of India.
By order of the Board

M. SANKARANARAYANAN
Company Secretary
Date : 30.07.2009
Place : Chennai
Corporate Governance
1.0
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the mechanism by which the values, policies and principles of a Company are
inculcated and manifested. The essence of good Corporate Governance lies in promoting and maintaining
transparency, integrity and accountability in the higher echelons of Management. It is a firm belief of your
Company that good Corporate Governance should result in sustainable development of all stakeholders,
efficient management and distribution of wealth, effective discharge of Corporate Social Responsibility,
application of best Management practices, adherence to moral and ethical standards and compliance of all
applicable laws in both letter and in spirit.
Your Company views Corporate Governance as a powerful tool in the hands of the Management which helps
to ensure sustainable growth of the Company which in turn powers economic development and builds better
societies through sharing of benefits and opportunities that flow from free, fair and efficient markets. Your
Company believes sound Corporate Governance practices inspire investors and lendor confidence, spur
domestic and foreign investment and improve competitiveness.
Your Company continues its endeavours in adopting well established Corporate Governance practices and
in recognition of this fact, CPCL was shortlisted as one of the top 25 Companies adopting good Corporate
Governance by the Institute of Company Secretaries of India for the third time in a row.
2.0
GOVERNANCE STRUCTURE
The Corporate Governance process in the Company takes place at three levels:
2.1
BOARD OF DIRECTORS
The Board of Directors of the Company consists of an optimum combination of whole-time Functional
Directors, part-time non-executive Directors and Independent Directors.
The day-to-day business is conducted by the management of the Company under the direction of the
Managing Director, Functional Directors and supervision of the Board. The Board of Directors reviews
and discusses the performance of the Company, its future plans, strategies and other relevant issues
pertaining to the Company.
In addition, the Board of Directors performs specific functions relating to assessing the critical risks
faced by the Company and measures undertaken for their mitigation.
2.2
EXECUTIVE COMMITTEE
The Executive Committee of the Company which is one level below the Board consists of Managing
Director, Functional Directors, Chief Vigilance Officer and Company Secretary. During 2008-09, the
Executive Committee has met 18 times. All new initiatives and major project proposals are discussed
and deliberated by the Executive Committee before circulating to the Board of Directors for approval.
2.3
MANAGEMENT COMMITTEE
Management Committee of the Company which comprises of General Managers and Heads of
Department regularly meets once a month wherein highlights of activities of various departments
including areas of concern are discussed and deliberated.
3.0
BOARD OF DIRECTORS
3.1
The total strength of the Board as on 31.03.2009 is 12 as against the maximum strength of 16 prescribed
under the Articles of Association of the Company.
3.2
As on 31.03.2009, CPCL Board comprises of the following categories of Directors:

3.2.1 One Non-Executive Chairman, who is the Chairman of Indian Oil Corporation Limited
(the Holding Company).
3.2.2 Four whole-time Functional Directors, viz., Managing Director, Director (Finance),
Director (Technical) and Director (Operations).
3.2.3 Director (HR) of Indian Oil Corporation Limited, representing holding company.
3.2.4 One Government Director who is Chairman, Chennai Port Trust.
3.2.5 Two Directors nominated by National Iranian Oil Company, one of the promoters, in terms of
the Formation Agreement.
3.2.6 Three non-official Directors.
3.3
Out of the total number of twelve Directors as on 31.3.2009, eight Directors were Non-Executive
Directors. Thus the Company meets the requirement of the number of Non-Executive Directors being
not less than 50% of the Board of Directors of the Company.
As per the amendment to Clause 49 of the Listing Agreement, introduced by SEBI vide Circular dated
08.04.2008, if the non-executive Chairman is a Promoter of the Company or is related to any promoter
or person occupying Management positions at the Board level or at one level below the Board, atleast
one-half of the Board of the Company shall consist of Independent Directors. Since, the Company
has a non-executive Chairman who is on the Board of Indian Oil Corporation Limited, the Company
needs to have 6 Independent Directors.
Presently, the Company has three Independent Directors as against the requirement of six.
3.4
Conduct of Board Meetings

The Company has well defined procedures for conducting the Meetings of the Board of Directors and
Sub-Committees of the Board so as to facilitate decision making in an informed and efficient manner.
The dates of the Board Meetings and the venue are decided after ascertaining the convenience of the
Chairman, well in advance, to enable the Directors plan their schedules.
10
Agenda proposals are circulated well in advance to all the Directors. Only urgent matters and
financial results are circulated to the Directors at the time of the Meeting with the approval of
the Chairman. Regular presentations on physical performance, financial performance, status
of Projects, etc. are made to the Board as per statutory as well as based on other managerial
requirements.
3.5
Information placed before the Board

The Board has full access to any information within the Company. The information regularly supplied
to the Board inter-alia, includes the following :
3.6
3.7
Items
Periodicity
Revenue Budget / Capital Budget
Yearly
Financial statements
Quarterly
Status of Projects
Quarterly
Risk Assessment and Minimisation Reports
Yearly
Report on compliance of Applicable Laws
Yearly
Report on Manpower
Quarterly
Disclosure of Interest by Directors
Yearly
Progress of Arbitration cases
Quarterly
Report on Share Transfers, Transmissions, etc.
Every Board Meeting
Six Board Meetings held during the year 2008-09 on the following dates :
Board Meeting No.
Board Meeting Date
255
15.05.2008
256
18.07.2008
257
08.09.2008
258
21.10.2008
259
24.01.2009
260
24.03.2009
Details relating to :
(a)
Attendance of Directors at the Board Meetings held during the financial year April 2008 to
March 2009 and at the last Annual General Meeting held on 08.09.2008
(b)
Number of other directorships, and
11
(c)
Number of memberships / chairmanships held by the Directors in the committees of various

companies, are given below:
Name of the Directors
No. of Board
Meetings
Attended
Whether
attended last
AGM?
Other
Directorships
Committee
Committee
Memberships Chairmanships
Mr.S.Behuria
Yes
Mr. K.K. Acharya
Yes
Mr.N.C.Sridharan
Yes
Mr. S. Chandrasekaran
Yes
Mr. K. Balachandran
Yes
Mr.V.C.Agrawal
Yes
Mr.Rohit Bhardwaj
(Refer Note-1)
Yes
Mr.L.Sabaretnam
Yes
Mr.K.Suresh
Yes
Yes
Mr. K.L. Kumar

(Refer Note - 2)
Yes
Prof. M.S. Ananth
No
Mr. Pramod Nangia

(Refer Note 3)
Yes
Mr. Mansoor Rad or

his alternate Director
Yes
Mr.M.Vaezi or his alternate Director

(Refer Note 4)
Yes
Notes :1.
Mr. Rohit Bhardwaj, Executive Director (M&I), IOC ceased to be a Director effective 28.2.2009 and
Five Board Meetings were held during his tenure in the financial year 2008-09.
2.
Mr. K.L. Kumar, Former C&MD, Kochi Refineries Limited, ceased to be a Director effective 24.03.2009.
Five Board Meetings were held during his tenure, in the financial year 2008-09.
3.
Mr. Pramod Nangia, Director (M), Ministry of Petroleum & Natural Gas, ceased to be a Director effective
24.03.2009, consequent to completion of his tenure in the Ministry of Petroleum & Natural Gas.
Five Board Meetings were held during his tenure, in the financial year 2008-09.
4.
Mr. M. Vaezi, Director, Naftiran Intertrade Company Limited ceased to be a Director effective 25.04.2009
as Mr. Mohammed Hassan Ghodsi has been appointed as a Director in his place.
12
4.0
COMMITTEES OF THE BOARD

4.1 The Board has constituted three Sub-Committees of the Board, viz., Audit Committee,
Shareholders/ Investors Grievance Committee and Board Projects Sub-Committee.
4.2 The minutes of the above Sub-Committee Meetings are placed before the Board of Directors for
confirmation. Action Taken Reports on the decisions of the above Sub-Committee are also placed
before the Sub-Committee for information.
4.3
AUDIT COMMITTEE
4.3.1 Composition of the Committee as on 31.3.2009
1. Mr. L.Sabaretnam, Chief Executive Officer, Coromandel Sugars Limited, Chennai.
2. Mr. Mansoor Rad, Financial Director, Naftiran Intertrade Company Limited or his Alternate
Director.
3. Mr. Venkatraman Srinivasan, Senior Partner, M/s. V. Sankar Aiyar & Co., Chartered Accountants,
Mumbai.
Mr. L.Sabaretnam, an Independent Director is the Chairman of the Committee.
Note :
Mr. K.L. Kumar, Former C&MD, Kochi Refineries Limited was a member of the Committee till
24.03.2009.
4.3.2 Terms and reference of Audit Committee
The Audit Committee has been vested with the following powers and functions:
4.3.3 POWERS
1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
5. To have full access to information contained in the records of the company and external
professional advice, if necessary.
4.3.4 FUNCTIONS
1. Oversight of the Companys financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
13
4. Reviewing, with the management, the annual financial statements before submission to the Board
for approval, with particular reference to :
a) Matters required to be included in the Directors Responsibility Statement to be included in
the Boards Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by
management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f)
Disclosure of any related party transactions.
g) Qualifications in draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval.
6. Reviewing with the Management, the performance of statutory and internal auditors, adequacy of
the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including annual plan for internal audit,
the structure of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up thereon.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
12. To review the functioning of the Whistle-Blower Mechanism, in case the same is existing.
13. Any other functions that may be assigned by the Board to the Audit Committee from time to time.
14
4.3.5 The details of Audit Committee Meetings held during the Financial Year 2008-09 and the
Members present are given below:
4.4
S.No.
Meeting Date
Members Present
1.
15.05.2008
Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan,

Mr.K.L.Kumar and Mr.Mansoor Rad.
2.
16.07.2008
Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan,

Mr.K.L.Kumar and Mr.Mansoor Rad.
3.
08.09.2008
Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan and

Mr.K.L.Kumar.
4.
20.10.2008

Mr.K.L.Kumar.
5.
23.01.2009

Mr.Mohammad Hassan Ghodsi Alternate Member
for Mr.Mansoor Rad.
6.
23.03.2009
Mr.L.Sabaretnam and Mr.Venkatraman Srinivasan .
REMUNERATION COMMITTEE
4.4.1 The Remuneration of the whole time Functional Directors are determined by the Government of India.
As such, the need for a Remuneration Committee is not felt by the Company in view of the fact that the
Company is a Government Company as per Section 617 of the Companies Act, 1956.
4.4.2 The details of Remuneration paid to all the Functional Directors are given below:
The remuneration of the whole time Functional Directors include basic salary, allowances and
perquisites as determined by the Government of India. Also, they are entitled to provident fund and
superannuation contributions as per the rules of the Company.
The gross value of the fixed component of the remuneration, as explained above, paid to the whole
time functional Directors, during the financial year 2008-09 is given below:
(Rs. in Lakhs)
Name of the Director
Salaries &
Allowances
Contribution to
Provident Fund
Contribution to
Superannuation
Fund and Gratuity
Other
Benefits
Total
Mr.K.K. Acharya,
Managing Director
16.89
1.29
1.29
0.73
20.20
Mr. N.C. Sridharan,

Director (Finance)
11.18
0.71
0.70
2.56
15.15
Mr. S. Chandrasekaran
Director (Technical)
12.78
0.79
0.80
0.30
14.68
Mr. K. Balachandran
Director (Operations)
16.14
1.24
1.24
0.89
19.51
15
4.4.3 The whole time functional Directors are appointed for a period of five years or upto the date of
superannuation, whichever event occurs earlier.
4.4.4 No stock option scheme is prevalent in the Company.
4.4.5 A sitting fee of Rs.10,000/- is paid by the Company for each meeting of the Board/Sub-Committee
of the Board, to each of the Non-Executive Directors, who are not the full-time employees of the
shareholders. The details of the sitting fees paid during the financial year are given below:
Mr. L.Sabaretnam
Rs.1,90,000/-
Rs.1,20,000/-
Mr. K.L. Kumar
Rs. 80,000/-
Prof. M.S. Ananth
Rs. 10,000/-
4.4.6 Criteria for payment to Non-executive Directors :

As per Article 90 A of the Articles of Association of the Company, the remuneration payable to the
Directors of the Company, other than full-time Directors of the Company or Full-time employees of the
Shareholders for attendance at Meetings of Board of Directors or any Committee thereof, shall be
fixed by the Board of Directors of the Company from time to time.
In line with the above article, the Board of Directors of the Company at the 220th Meeting held on
28.10.2002 has fixed a sum of Rs. 5000/- as Sitting fees to certain categories of non-executive
Directors who are not the full-time employees of the shareholders of the Company for attendance at
every meeting of the Board of Directors or any Committee thereof and the amount of sitting fees has
been increased from Rs.5000/- to Rs.10000/- by the Board of Directors of the Company at the
244th Board Meeting held on 25.07.2006 for attending each meeting of the Board / Sub-Committee of
the Board.
4.4.7 Shares held by Non-executive Directors:
Mr. S. Behuria
Mr. L. Sabaretnam
Mr. V.C. Agrawal
500 shares
35 shares
500 shares
4.4.8 Compliance with the Code of Conduct for Board Members and other Senior Management Personnel:
As required under Clause 49 I (D) (ii) of the revised Clause 49 of the Listing Agreement, a declaration
signed by the Managing Director of the Company that all the Board Members and Senior Management
personnel have fully complied with the provisions of the Code of Conduct for Board Members and
Senior Management Personnel during the financial year ending 31.03.2009 is placed below:
This is to declare that all the Board Members and Senior Management Personnel of the Company
have furnished the Annual Compliance Report affirming that they have fully complied with the provisions
of the Code of Conduct for the Board Members and the Senior Management Personnel of the Company
during the Financial Year ended 31.3.2009 and the same was informed to the Board at the 261st
Meeting held on 28.05.2009.
Date : 08.07.2009
Place : Chennai
K.K. ACHARYA
Managing Director
16
4.4.9 Code of Conduct for prevention of Insider Trading in dealing with the Securities of
CPCL :
Your Company has a Code of Conduct for prevention of Insider Trading in dealing with the
securities of CPCL which prohibits purchase / sale of shares of the Company by the designated
employees and Directors while in possession of unpublished price sensitive information in
relation to the Company. The Board of Directors of the Company at the 260th Meeting held on
24.03.2009 approved the revised Code pursuant to the amendments made by SEBI to the
SEBI (Prohibition of Insider Trading) Regulations, 1992. The revised Code is available in the
Intra-net of the Company.
4.5
SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

4.5.1 Composition of the Committee as on 31.3.2009:1. Mr.L.Sabaretnam, CEO, Coromandel Sugars Limited
2. Mr.N.C.Sridharan, Director (Finance)
3. Mr.S.Chandrasekaran, Director (Technical)
4. Mr.M.Vaezi, Director, Naftiran Intertrade Company Ltd.
Note : Mr.M.Vaezi, Director, Naftiran Intertrade Company Ltd. ceased to be a member effective
25.04.2009. Mr.L.Sabaretnam, a Non-Executive Director is the Chairman of the
Committee.
4.5.2 The details of Shareholders / Investors Grievance Committee Meetings held during the Financial
Year 2008-09 and Members present are given below:
S.No.
Meeting Date
Members Present
1.
20.10.2008
Mr.L.Sabaretnam and Mr.N.C.Sridharan
2.
23.03.2009
Mr.L.Sabaretnam, Mr.N.C.Sridharan and

Mr.S.Chandrasekaran
4.5.3 Name and designation of Compliance Officer:O
Mr.M.Sankaranarayanan, Company Secretary or in his absence Mr.P.Shankar,

Deputy Secretary.
17
4.5.4 Number of shareholders complaints received during the year 2008-09, Number not solved to the
satisfaction of shareholders and Number of pending complaints for the period from 01.04.2008 to
31.03.2009 are given below:
Sl.
No.
Nature of
complaints
Opening
Received
Total
Balance
during the
as on
Financial
1.4.2008 year 2008-09
Solved
during the
Financial
year 2008-09
Pending
as on
31.03.09
Non-receipt of dividend warrants
405
405
405
Non-receipt of refund orders
Non-receipt of share certificates
142
142
142
Non-receipt of stickers against

payment of allotment / call money
16
16
16
Non-receipt of confirmation of
Demat requests
38
38
38
Non receipt of Annual Reports
39
39
39
Non-receipt of Duplicate
Share Certificates
33
33
33
Total
682
682
682
4.6
BOARD PROJECTS SUB-COMMITTEE (BPSC)

4.6.1 The Composition of BPSC as on 31.03.2009 is as follows:
1. Mr. L. Sabaretnam, CEO, Coromandel Sugars Limited
2. Mr. V.C. Agrawal, Director (HR), IOC
Note : Mr. Rohit Bhardwaj, Executive Director (M&I), Indian Oil Corporation Limited was a member of
the Committee till 28.02.2009
Apart from the above members, the Committee includes Director (Finance) and the concerned
Functional Director, viz., Director (Technical) and Director (Operations) as additional members.
The quorum for the Committees proceedings shall be a minimum of three members including one
Director nominated by Indian Oil Corporation Limited and Director (Finance).
4.6.2 Terms of Reference
(a)
To approve Capital investment upto Rs. 100 crore and pre-feasibility expenses upto
Rs. 20 crore.
(b)
To recommend Investment approval beyond Rs. 100 crore to the Board of CPCL for
consideration.
18
4.6.3 The details of Board Project Sub-Committee Meetings held during the Financial Year 200809 alongwith the Members present are given below:
5.0
Meeting Date
Members Present
1.
17.07.2008
Mr.L.Sabaretnam, Mr.V.C.Agrawal, Mr.Rohit Bhardwaj,

Mr.N.C.Sridharan, Director (Finance) and
Mr.S.Chandrasekaran, Director (Technical).
2.
07.09.2008
Mr.L.Sabaretnam, Mr.V.C.Agrawal, Mr.Rohit Bhardwaj,

Mr.N.C.Sridharan, Director (Finance) and
Mr.S.Chandrasekaran, Director (Technical).
3.
24.02.2009
Mr.L.Sabaretnam, Mr.Rohit Bhardwaj,

Mr.N.C.Sridharan, Director (Finance)
and Mr.S.Chandrasekaran, Director (Technical).
4.
24.03.2009
Mr.L.Sabaretnam, Mr.V.C.Agrawal, Mr.N.C.Sridharan,

Director (Finance) and Mr.S.Chandrasekaran, Director (Technical).
GENERAL BODY MEETING

5.1
5.2
6.0
S. No.
Location and time, where last three Annual General Meetings were held and number of special resolutions
passed:
AGM Date
Location
Time
No. of Special
Resolutions passed
25.08.2006
Kamaraj Arangam,
492, Anna Salai,
Chennai 600 006
03.00 pm
Nil
10.09.2007
- do -
03.00 pm
Nil
08.09.2008
- do -
02.00 pm
One
Postal Ballot Details

Postal ballot was not conducted in any of the General Meetings held so far in the Company.
DISCLOSURES
6.1
Disclosures on materially significant related party transactions that may have potential conflict with the
interest of the Company at large: Necessary disclosures under the Accounting Standards 18 relating to the Related Party transactions
form part of the Accounts for the year 2008-09.
6.2
Details of non-compliance by the Company, penalties, strictures imposed on the company by

Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets,
during the last three years:-Nil.
6.3
Disclosure of Accounting treatment

In the preparation of financial statement for the year 2008-09, the Company has not adopted an
accounting treatment which is different from that prescribed in the Accounting Standard, in respect of
any transaction.
19
6.4
Details of compliance with certain clauses of Revised Clause 49 of the Listing Agreement
6.4.1 Compliance of laws applicable to the Company:
As per Clause 49 I (C) (iii), the Board shall periodically review compliance reports of all laws
applicable to the company, prepared by the company as well as steps taken by the company to
rectify instances of non-compliances.
Accordingly, a system had been developed and institutionalized to ensure compliance with all
laws applicable to the Company.
The Board reviewed the Compliance Report of all laws applicable to the Company for the
period 01.10.2007 to 30.09.2008 at the 258th Board Meeting held on 21.10.2008.
6.4.2 Risk Assessment and Minimisation Procedures:
As per Clause 49 IV (C), the Company shall lay down procedures to inform Board members
about the risk assessment and minimization procedures. These procedures shall be periodically
reviewed to ensure that executive management controls risk through means of a properly
defined framework.
Accordingly, a system had been developed and procedures have been laid down on risk
assessment and minimization.
The details of reports under the Risk Assessment and Minimisation procedures for the financial
year 2008-09 were reviewed by the Board at its 259th Meeting held on 24.01.09.
6.4.3 Internal Control Systems - CEO / CFO Certification :
As per Clause 49 V, the CEO / CFO of the Company shall certify to the Board regarding the
effectiveness of the internal control systems for financial reporting.
Systems have been developed to review the internal controls and to institutionalize the system
of internal controls in the Company to enable the Managing Director and Director (Finance)
certify to Board regarding the effectiveness of Internal Control System for financial reporting.
The required certification from the Managing Director and Director (Finance) being the CEO
and CFO respectively was obtained and placed before the Board of Directors at the
261st meeting held on 28.05.2009.
6.4.4. Integrity Pact :
In a bid to maintain complete transparency in Contracts and procurements, your
Company entered into a Memorandum of Understanding (MoU) with Transparency
International India (TII) on 24.3.2009 for the implementation of Integrity Pact.
Mr. P. Shankar, IAS., (Retd.,), Former Central Vigilance Commissioner (CVC) and Mr.Justice
K.Govindarajan, Retd., Judge of the Honble High Court of Madras are the Independent External
Monitors, approved by CVC, for implementation of the Integrity Pact in CPCL. Integrity Pact is
applicable for contracts with a threshold value of Rs. 10 crores and above.
6.4.5 Certificate of compliance with the requirements of Clause 49 of the Listing Agreement :
Clause 49 of the Listing Agreement requires every listed Company to obtain a certificate from
either the auditors of the Company or a Practicing Company Secretary regarding compliance
of conditions of Corporate Governance and annex the certificate with the Directors Report,
which is sent annually to all the shareholders. The Company has obtained a certificate to this
effect from the Auditors of the Company and the same is given as annexure to the Directors
Report.
20
Department of Public Enterprises (DPE) has also issued Corporate Governance

guidelines applicable for Central Public Sector Enterprises. CPCL has complied with
the mandatory requirement of the guidelines on Corporate Governance issued by DPE
except the requirement relating to minimum number of Independent Directors.
6.4.6 Compliance with certain non-mandatory Requirements :
Training to Directors in the area of Corporate Governance was one of the focused area during
the year. One Director was sponsored for training programme in Corporate Governance
organized by Standing Conference of Public Enterprises (SCOPE) in November 2008.
The Board of Directors of the Company at the 260th Meeting held on 24.03.2009, has accorded
approval for the implementation of the Whistle Blower Policy in the Company. A copy of the
Whistle Blower Policy is displayed in the Intra-net of the Company.
7.0 MEANS OF COMMUNICATION
7.1 The Board of Directors of the Company approve the Un-audited Quarterly Financial Results in the prescribed
form within one month of the close of every quarter and announces the results to all the Listed Stock
Exchanges. The same are also published, within 48 hours in the following newspapers normally:
The Hindu, New Indian Express, The Economic Times, Business Line, Financial Express, News Today and
Makkal Kural (Tamil).
7.2 The Quarterly Results, Half yearly Results and the Annual Results are placed on the Companys web site at
www.cpcl.co.in. Press Releases are given on important occasions. They are also placed on Companys
website.
7.3 Quarterly Results / Annual Results, Shareholding Pattern, Annual Report are posted on the SEBI EDIFAR
website, viz., www.sebiedifar.nic.in
7.4 Chairmans Speech is also distributed to the shareholders who attend the Annual General Meeting of the
Company and the same is also displayed in the website of the Company.
7.5 Management Discussion and Analysis Report forms part of the Directors Report 2008-09.
8.0 GENERAL SHAREHOLDER INFORMATION
1.
43rd Annual General Meeting :Date & Time
7th September 2009; 2.30 p.m.
Venue
Kamaraj Arangam, No.492, Anna Salai, Chennai 600 006
2.
Financial Calendar
April March
3.
Book Closure Date
01.09.2009 to 07.09.2009 (both days inclusive)
4.
Dividend despatch date
Not Applicable.
5.
Listing on Stock Exchanges
The Shares of the Company are listed on the Stock

Exchanges at Chennai, Mumbai and National Stock
Exchange of India Limited. The listing fees for the year
2009-10 has been paid.
6.
Stock Code
Madras Stock Exchange Ltd. - CPCL / BSE 500110
Trading Symbol in NSE
CHENN PETRO
Trading Symbol in Madras

Stock Exchange
CHENNAI PET
ISIN No. for dematerialized shares
INE 178A 01016
21
7.
Market Price Data-High, Low and Close during each month in the last Financial Year (in Rupees)
National Stock Exchange
Month
High
Bombay Stock Exchange
Low
Closing
High
Low
Closing
Apr. 2008
377.00
268.60
362.85
379.50
270.10
365.60
May 2008
408.00
320.00
338.45
403.50
320.10
338.30
June 2008
359.90
262.35
267.95
352.90
262.00
267.15
July 2008
325.00
240.20
301.60
324.00
239.15
302.85
Aug. 2008
335.50
248.05
257.80
325.00
248.00
258.15
Sep. 2008
269.00
207.00
212.05
268.00
206.25
212.15
Oct. 2008
216.00
115.10
120.55
216.00
116.50
120.65
Nov. 2008
153.95
102.50
105.15
153.80
103.95
105.40
Dec. 2008
124.80
101.00
128.25
129.50
100.80
128.25
Jan. 2009
135.00
95.15
110.35
135.00
100.05
105.80
Feb. 2009
112.50
90.00
90.60
112.85
90.10
90.85
Mar. 2009
97.80
78.00
94.40
97.00
78.00
94.45
8.
Performance of CPCLs Shares in comparison to BSE and NSE Index:

National Stock Exchange
Month
Bombay Stock Exchange
Closing
Price (Rs.)
Index
Closing
Price (Rs.)
Index
Apr. 2008
362.85
5165.90
365.60
17287.31
May 2008
338.45
4870.10
338.30
16415.57
June 2008
267.95
4040.55
267.15
13461.60
July 2008
301.60
4332.95
302.85
14355.75
Aug. 2008
257.80
4360.00
258.15
14564.53
Sep. 2008
212.05
3921.20
212.15
12860.43
Oct. 2008
120.55
2885.60
120.65
9788.06
Nov. 2008
105.15
2755.10
105.40
9092.72
Dec. 2008
128.25
2959.15
128.25
9647.31
Jan. 2009
110.35
2874.80
105.80
9424.24
Feb. 2009
90.60
2763.65
90.85
8891.61
Mar. 2009
94.40
3020.95
94.45
9708.50
22
9.
REGISTRARS AND SHARE TRANSFER AGENTS:

a) Hyderabad Office:
M/s. Karvy Computershare private Limited
Plot No. 17 to 24, Vithalrao Nagar, Madhapur,
Hyderabad 500 081
Phone : 040 2343 1598 / 2342 0818 / 2342 08 28
Fax : 040 - 2342 0814
E-mail: mohsin@karvy.com, madhusudhan@karvy.com, mailmanager@karvy.com
b) Chennai Offices:
9.0
i)
No.33/1, Venkataraman Street, T. Nagar, Chennai 600 017

Phone : 2815 1793 & 2815 4781 Fax : 2815 1794
ii)
G-1, Swathy Court, 22, Vijayaraghava Road, T. Nagar, Chennai 600 017.
Phone : 2815 3445 / 2815 1034 Fax : 2815 3181
E-mail: chennaiirc@karvy.com
SHARE TRANSFER SYSTEM

9.1
To expedite the share transfer process, the Board of Directors has constituted a committee presently
consisting of Mr.M.Sankaranarayanan, Company Secretary and Mr.P.Shankar, Deputy Secretary of the
company to approve share transfers, transmission of shares, dematerialisation requests and
rematerialisation requests.
9.2
The number of transfers approved and shares transferred from 01.04.2008 to 31.03.2009 are given
below:
Sl.
No.
Number of
Shares
Involved
Particulars
Number of transfer deeds received
483
51819
Transfer deeds processed
215
22119
Defective transfer deeds sent to the proposed

transferee for rectification of defects
268
29700
9.3
The number of meetings held for approving the Share Transfers from 01.04.2008 to 31.03.2009 is 50.
9.4
The number of demat requests approved and shares dematted from 01.04.2008 to 31.03.2009 in
National Securities Depository Ltd. (NSDL) are given below:Sl.
No.
9.5
Number of
Shares
Involved
Particulars
Number of demat requests received
682
89500
Number of demat requests processed
527
68350
Number of demat requests rejected, for

non-receipt of physical share certificates
within 30 days as per the requirement of NSDL
155
21150
The number of meetings held for approving the demat requests through NSDL from 01.04.2008 to
31.03.2009 is 44.
23
9.6
The number of demat requests approved and shares dematted from 01.04.2008 to 31.03.2009 in
Central Depository Services (India) Ltd. (CDSL) are given below:
Sl.
No.
9.7
10.0
1.
Number of demat requests received
345
37310
2.
Number of demat requests processed
272
29710
3.
Number of demat requests rejected, for non-receipt

of physical share certificates within 30 days
as per the requirement of CDSL
73
7600
The number of meetings held for approving the demat requests through CDSL from 01.04.2008 to
31.03.2009 is 38.
DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2009

Shareholding of
nominal value
Rs.
Shareholders
Number
Share Amount
% to Total
Rs.11111
% to Total
Upto - 5000
63248
95.78
65798310.00
4.42
5001 10000
1472
2.23
11741750.00
0.79
10001 - 20000
664
1.01
9821890.00
0.66
20001 - 30000
204
0.31
5249230.00
0.35
30001 - 40000
97
0.15
3452390.00
0.23
40001 - 50000
69
0.10
3252220.00
0.22
50001 - 100000
118
0.18
8376630.00
0.56
100001 & above
161
0.24
1381421580.00
92.77
66033
100.00
1489114000.00
100.00
TOTAL
11.0
Number of
Shares
Involved
Particulars
SHAREHOLDING PATTERN AS ON 31.03.2009
SHAREHOLDERS
No. OF SHARES
Physical Electronic
TOTAL
% TO
SHARES
NO. OF
SHAREHOLDERS TOTAL
Physical Electronic
Indian Oil Corporation Limited
77265200
77265200
51.89
Naftiran Inter-trade Co. Ltd.
22932900
22932900
15.40
1487095
8574575
10061670
6.75
13286
44198
57484
25000
7942140
7967140
5.35
79
953
1032
Banks, FIs and

Insurance Companies
200
20678580
20678780
13.89
19
21
Mutual Funds and UTI
9500
1304095
1313595
0.88
17
16
33
Foreign Institutional Investors
4200
7349842
7354042
4.94
11
49
60
711300
626773
1338073
0.90
5339
2062
7401
2237295
146674105
148911400
100.00
18734
47299
66033
Public (including
Employees)
Bodies Corporate
Non-Resident Indians/OCBs
Total
24
12.0
TOP TEN SHAREHOLDERS AS ON 31.03.2009 (OTHER THAN PROMOTERS)

Sl.
No.
Name of the Shareholder
No.of
Shares
Shares
as a percentage
of total no.of shares
1.
LIFE INSURANCE CORPORATION OF INDIA
7531182
5.06
2.
GENERAL INSURANCE CORPORATION OF INDIA
3341644
2.24
3.
THE NEW INDIA ASSURANCE COMPANY LIMITED 3071060
2.06
4.
HDFC STANDARD LIFE INSURANCE CO. LTD.
2901272
1.95
5.
UNITED INDIA INSURANCE COMPANY LIMITED
2056027
1.38
6.
MATTHEWS INDIA FUND
1889744
1.27
7.
NATIONAL INSURANCE COMPANY LTD
1731000
1.16
8.
BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD. 1340310
0.90
9.
LIC OF INDIA MARKET PLUS ONE
1046689
0.70
10.
LIC OF INDIA MARKET PLUS
767473
0.52
25676401
17.24
TOTAL
13.0
DEMATERIALISATION OF SHARES AND LIQUIDITY

The dematting facility exists with both the National Securities Depositories Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) for the convenience of shareholders. As on 31.03.2009,
14,66,74,105 equity shares have been dematerialized, representing 98.50% of the subscribed capital.
14.0
OUTSTANDING GDRs/ADRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE

AND LIKELY IMPACT ON EQUITY
The Company has not issued GDR / ADR / Convertible instruments.
15.0
PLANT LOCATIONS
Manali Refinery, Manali, Chennai-600 068. [Phone No.044-25944000]
Cauvery Basin Refinery, Panangudi Village, Nagapattinam District, Tamilnadu,
Pin: 611 002. [Phone No.04365-256402]
16.0
ADDRESS FOR CORRESPONDENCE

Chennai Petroleum Corporation Limited,
No.536, Anna Salai, Teynampet, Chennai - 600 018.
Phone : 044-24349542 Fax : 044- 24341753
E-mail : sld@cpcl.co.in
Company's Website Address : www.cpcl.co.in
25
FOR THE KIND ATTENTION OF SHAREHOLDERS :
SUB : TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND
The unclaimed dividend declared at the 36th AGM held on 18.09.2002 for the financial year ended 31.03.2002 will
be transferred by the Company on or before 17.10.2009 to the Investor Education and Protection Fund in accordance
with the rules framed in this regard by the Government.
Similarly, the unclaimed dividend declared at the 37th AGM held on 25.09.2003 for the financial year ended 31.03.2003
will be transferred by the Company on or before 24.10.2010 to the Investor Education and Protection Fund.
Therefore, Members who have not encashed their Dividend Warrants in respect of the above dividend, validity
period of which has expired, may approach either the Company or its Share Transfer Agents, viz.,
Karvy Computershare Private Limited, for obtaining duplicate Dividend Warrants immediately.
COMPANY SECRETARY
26
Report to Shareholders
Directors Report
28
Annexures to Directors Report
45
27
Directors' Report (Including Management Discussion and Analysis)

To the family of CPCL Share Owners,
On behalf of the Directors of your Company, I am pleased to present the 43rd Annual Report on the working of your
Company together with the Audited Statement of Accounts for the year ended March 31, 2009.
CORPORATE OVERVIEW
O
Highest ever turnover of Rs.36489.67 crore achieved.
Successfully commissioned the first Bank of the Reverse Osmosis (RO) Process Desalination of the
5.8 MGD Sea Water Desalination Plant in January 2009.
Manali Refinery achieved a crude throughput of 9707 Thousand Metric Tonnes (TMT) with a capacity utilization
of 102.2%. Cauvery Basin Refinery capacity utilization for crude oil refining remained low at 41.8% due to
non-availability of enough crude oil from Narimanam and PY-3 fields. However, CBR operated at 122% capacity
for LPG recovery from Natural Gas.
Manali Refinery processed five new crude oils of imported origin viz., Arab Medium, Mellitah, NKossa,
Rabi Light and Sarir and these crude oils are now added to CPCLs Crude procurement Basket comprising of
47 Crudes. A trial cargo of new indigenous crude from KG Basin received in March 2009 and processed in
April 2009.
Highest ever Production of MS (844.7 TMT), HSD (3534.7 TMT), Propylene (30.9 TMT) and Asphalt
(492.7 TMT) achieved at Manali.
Highest ever Secondary Processing in Fluidised Catalytic Cracker Unit (FCCU) and Hydro-Cracker Unit (OHCU)
at Manali.
Reduced the Fuel & Loss to 9% for Manali Refinery as against the previous best of 9.3% in 2007-08. Energy
consumption at Manali refinery was the lowest at 71.4 MBTU / BBL / NRGF as against the previous best figure
of 75.2 in 2007-08.
Product movement by pipelines reached a new height. Chennai Tiruchi Madurai Product Pipeline (CTMPL)
achieved the highest ever throughput of 1.69 Million Metric Tonnes. A new pipeline from our Manali Refinery to
Indian Oils Aviation Fuel Stations (AFS) in Meenambakkam, Chennai Airport was commissioned in December
2008, dedicated for ATF pumping, thus reducing truck movement within the city.
New LP Gas Compression facility commissioned at Kamalapuram in Tiruvarur District, Tamil Nadu to process
17,000 SCMD of LPG rich Gas for recovery of LPG and Naphtha,at CBR.
CPCL signed an MoU with Transparency International India for implementation of Integrity Pact to ensure
complete transparency in contracts and procurements.
Conferred the prestigious Mother Teresa Award for Corporate Citizen 2008, instituted by Loyola Institute of
Business Administration (LIBA) in recognition of our Corporate Social Responsibility activities.
Awarded the Golden Peacock Award for Occupational Health and Safety for the year 2009 by the Institute of
Directors, New Delhi.
Honoured with EXIM Achievement Award by Tamil Chamber of Commerce for being the highest Custom Duty
payer in the State.
Cauvery Basin Refinery selected for the Star Award by National Safety Council of India (NSCI),
Tamil Nadu Chapter, Chennai for the year 2007 under the NSCI Safety Award scheme.
28
Mr. C. Ramadoss, an employee of CPCL, CBR received the Petrofed Award 2008 Innovator of the
Year Individual for his innovation in the areas of maximization of LPG Recovery from Feed Gas,
Fuel and Loss reduction in Feed Gas Driers and reduction of fuel gas consumption in Heater.
Nil comment obtained from Comptroller and Auditor General of India on the accounts of CPCL for 2008-09,
sixth time in a row.
MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Developments
The world primary energy consumption increased by 2.7% in 2007 and the demand is expected to increase by 45%
by the year 2030 from the current levels and fossil fuel will be the prime source for this growth. The increase will be
mainly by non OECD (Organization for Economic Co-operation and Development) countries with population in
urban areas of India and China contributing mainly to this growth. While, the renewable sources of energy are
likely to grow faster than fossil fuels, the petroleum products will continue to dominate energy demand.
The year saw extreme swings in crude oil prices, with an unprecedented rise in oil price till July 08, followed by a
rapid fall, between August 08 and December 08. The instability of the financial markets and economic uncertainty
has accelerated the downward spiral of the petroleum and products prices, which has left the refineries with
substantial stock valuation losses. The PSU oil companies in India faced the major brunt of this swing in crude
prices due to the product pricing structure in India. The Brent crude price reached $ 144 per barrel in July 2008 and
dropped down to $ 36.5/bbl by Dec.08. Similarly, Indian crude basket has dropped from the peak of $ 147/bbl in
July 2008 to about $ 35.8 / bbl in Dec.08. While this swing has severely affected stand-alone refining companies,
like CPCL, it has largely reduced the strain on the Indian Economy as the country meets most of its crude oil
demand through import.
The demand growth for petroleum products in Asia Pacific region is expected to fall due to economic recession and
with the projected increase in refining capacity in the region the margins will be under pressure. However the Indian
refining industry may have a stable outlook with creeping increase in local demand and export competitiveness.
The Indian refining export is surpassing Singapore and soon Indian made petroleum products may have a price
index of their own.
The crude oil imports by India increased to 128.15 MMT for the year 2008-09 which is an increase of 6% over the
previous year. The indigenous production is expected to increase with the KG basin and Rajasthan fields ready for
crude oil production this year. The Natural Gas production from KG basin has commenced already and this is
expected to ease the import bill of crude oil of India to some extent.
The overall growth in sales of petroleum products in India for the year 2008 -09 is 4.5% over the previous year.
The sale of Light Ends increased by 5.5% and Middle Distillates by 5.8% while the Heavy Ends decreased by
0.5%. The Southern Region witnessed a significantly higher growth in sales of MS, HSD, ATF, FO, Naphtha,
Bitumen and LPG compared to the All India average.
The Indian refining industry has major investments earmarked for Fuel Quality upgradation projects which will have
to be ready for implementation from April 1, 2010. These investments will produce environment friendly Auto fuels
meeting Euro IV standards for Metros and selected mega cities and Euro III standards for rest of the country.
The introduction of alternate fuels such as bio fuels will be a major effort world wide to reduce CO2 emissions.
In India, the addition of ethanol to MS has been mandated. The Indian program on Bio Diesel from non edible oil is
also progressing although not significant enough to alter the consumption pattern of Petroleum products.
The conversion of coal to liquid products is also being pursued by India. India, being 4th largest proven coal reserves
in the world, holds considerable prospects for exploration and exploitation of Coal Bed Methane (CBM). Government
of India has offered 10 blocks in different coal fields around the country for exploration and production of CBM.
The alternate fuels for transportation will be a significant factor in the global efforts for reducing carbon foot prints.
29
Opportunities and Threats

The Indian Refining industry will complete its Fuel Quality upgradation projects in 2010 to meet the Euro IV
standards and this would increase its capability to export surplus transportation fuels worldwide. The availability
of clean natural gas will reduce the stress on the environment and it can significantly economise in Indian Crude
Basket if used as refinery fuel. The refining industry has potential to increase its distillate yield by converting the
refinery fuel oil and heavy ends for which the demand is reducing. Although this requires massive investments,
it will lead to substantial improvements in refinery margins.
On the other hand, the increase in the availability of Natural Gas for Power and Fertiliser industries may
substantially impact the demand of Naphtha. More Naphtha is likely to get exported from Indian Refineries.
The turmoil in the world economies will significantly affect investments in Exploration & Production (E&P) which
can lead to uncertainty in crude oil prices. The projected decrease in growth in economies and overcapacity in
refining in the Asia Pacific region can increase the pressure on refining margins.
All countries will need to address the challenge of energy security and climate change. The reduction of carbon
foot prints will require significant growth of alternate energy sources such as wind, solar, bio fuels and geothermal.
However these forms currently account for only 2% of the primary energy demand.
As the demand for primary energy increases there is concern that human activity contributes increasingly to global
warming with 60% of all Greenhouse Gas (GHG) emissions linked to fossil fuels. The world is realizing that this
trend has to be reversed and low carbon technologies need to be developed. This would require emphasis on
energy conservation technologies and deployment of Nuclear and Renewable Fuel technologies.
Risks, Concerns & Outlook
The refining margins had been fluctuating in the past year and the volatility in crude prices and the pricing mechanism
in India will impact the refinery margins. The Indian industry will also have to make significant investments to meet
the energy demands of the future. The economic climate and liquidity concerns will impact the pace of these
investments.
The oil marketing companies had to bear unsustainable losses due to the spiraling oil prices in this year and the
inability to increase the prices for the consumers which adversely impacted their profitability and put a severe strain
on the working capital and future growth of these companies.
In view of the volatile margins, refineries have to concentrate more on improving the distillate yields, keep a check
on energy consumption and reduce operating and other controllable costs to remain profitable and competitive.
Refineries need to plan suitable capital investments in energy conservation projects and increasing the distillate
yields.
Internal Control Systems and their Adequacy
Your Company has built adequate systems of Internal Control for financial reporting of various transactions, towards
achieving efficiency and effectiveness in operations, optimum utilization of resources and effective monitoring
thereof as well as compliance with all applicable Laws.
The Internal Control Mechanism comprises of a well defined organization structure, documented manuals and predetermined authority levels. In order to ensure that adequate checks and balances are in place and the internal
control systems are in order, periodical audits are conducted by the Internal Audit Department.
The performance of your Company is periodically monitored by the Board of Directors of the Company. The Board
also periodically reviews Risk Assessment and Minimization Procedures prevalent in the Company.
30
The salient features of operations during the year include the following:
Manali Refinery :
O
Manali Refinery achieved a crude throughput of 9707 Thousand Metric Tonnes (TMT) with a capacity utilization
of 102.2%, against the previous year throughput of 9802 TMT.
Major Secondary processing units OHCU and FCCU achieved the highest ever throughputs as detailed below:
Qty in TMT
Target
Actual
Previous best (Year)
OHCU
1800
1856
1825 (2006-07)
FCCU
830
901
890 (2005-06)
Maintenance & Inspection shutdown activities of CDU I, DHDS and Lube units completed safely.
Highest ever production of the following products achieved :

(Figures in TMT)
Product
2008-2009
Motor Spirit
Previous Best (year)
844.7
811.6
(2007-08)
3534.7
3483.6
(2007-08)
30.9
28.9
(2007-08)
Asphalt
492.7
454.6
(2007-08)
Sulphur
48.5
44.0
(2005-06)
High Speed Diesel

Propylene
Improved fuel and loss, for the year at 9.0% for Manali against the previous best of 9.3% in 2007 08. The
Energy consumption at Manali Refinery was the lowest ever at 71.4 MBTU / BBL / NRGF as against the
previous best of 75.2 in 2007 - 08.
Exports exceeded 1.0 MMT mark for the first time, with 1097 TMT of export (against previous best of 809 TMT
achieved in 2006 - 07).
Cauvery Basin Refinery:

O
Processed 418.1 TMT of Crude as compared to 464.2 TMT in the previous year, due to lower availability of
Narimanam and PY-3 Crudes.
Achieved best performance in the recovery of value added products from Natural Gas as stated below :
(Qty in MT)
Product
LPG from LRU
Propane from LRU
NGL from LRU
2008-2009
Previous Best (Year)
7500
7302
(2007-08)
660
310
(2007-08)
3337
2602
(2007-08)
32
MARKETING
Majority of the fuel products produced by your Company are marketed by Indian Oil Corporation Limited, the
holding Company. During the year, your Company has achieved the highest ever sales of Propylene, Poly-Butene
Feed Stock (PBFS), Methyl Ethyl Ketone Feed Stock (MEKFS), Sulphur and Lube Extracts, which are directly
marketed by the Company.
Your Company has entered into long-term agreements with M/s. Cetex Petrochemicals Limited, M/s. Kothari
Petrochemicals Limited and M/s.Manali Petrochemical Limited for supply of MEKFS, PBFS and Propylene
respectively.
A smooth transition was achieved with regard to Direct Marketing of Paraffin wax through the three Government
Agencies, viz., TNSIDCO, Tamilnadu, Kerala SIDCO and NSIC with effect from October 2008.
During the year, your Company organized five Customer Meets at various locations.
PROJECTS
Your Companys XI Plan Outlay (2007-12) is Rs. 3575 Crore. During the first two years of the XI Plan (2007-09), an
expenditure of Rs. 582.76 Crore has been incurred. Your Company accords highest priority for implementation of
Projects without time and cost overrun.
Completed Projects
5.8 MGD Sea Water Desalination Plant
With a mission to achieve self- sufficiency for meeting the water requirement of the Refinery, a project for installation
of a 5.8 MGD Desalination unit at an estimated cost of Rs.243.94 crore has been implemented during the year.
With the commissioning of this unit, your Company will be in a position to meet its total water requirements through
in-house sources / facilities.
20 MW Gas Turbine
To enhance the reliability and quality of captive power generation of Manali Refinery, a 20 MW Gas Turbine at a
cost of Rs. 157.88 Crore has been commissioned.
LP Gas compression facility
LP Gas compression facility at Kamalapuram, Tiruvarur District was commissioned in November 2008. With this
achievement, Cauvery Basin Refinery is receiving additional 17,000 SCMD LPG rich Natural Gas through this
facility and thereby increasing LPG production by 6 MT/day which enables the availability of additional 425 cylinders
everyday to domestic customers in Tamil Nadu.
On-going Projects
Auto-Fuel Quality Upgradation Project
Your Company is implementing Auto-Fuel Quality Upgradation Project to meet the revised specifications of MS and
HSD from April 2010 onwards at an estimated cost of Rs. 2615.69 crore. Process Design and Detailed engineering
completed. Procurement activities are in advanced stage and many equipments / materials are at site. Site execution
activities are in progress. The project is expected to be completed in phases from early 2010 to middle of 2011.
Capacity Enhancement of CDU / VDU of Refinery III
In order to produce additional value added products like LPG, Naphtha, SK, HSD, etc., existing Refinery-III capacity
at Manali Refinery is being expanded from 3.0 MMTPA to 4.0 MMTPA at an estimated cost of Rs.200.41 crore.
M/s. Engineers India Ltd. is carrying out detailed engineering, procurement and construction management of this
project. The capacity expansion is expected to be completed by end of 2009.
34
Revamp of Semi Regenerative Catalytic Reforming Unit to Continuous Catalytic Reforming Unit
The existing Naphtha Hydrotreating / Semi Regenerative Catalytic Reforming unit is being revamped to
Continuous Catalytic Reforming mode at an estimated cost of Rs. 273 Crore for producing high quality MS
meeting Euro IV specifications and also to increase the production by 10%. The Project is expected to be
completed by end of 2009.
SRU Revamp with Oxygen Enrichment Technology
Your Company is currently revamping one of its Sulphur Recovery Units to handle the increased acid gas that
would be available from the Refinery III Revamp and Euro IV projects under implementation. With the adoption of
Oxygen Enrichment Technology in this low-cost revamp job, the processing capacity of the SRU will increase by
15% in phase I and 22% in phase II. EIL-R&D has prepared the process package for this revamp and detailed
engineering and procurement activities are in advanced stages of completion. Initially, this technology has been
implemented in Train-A of Refinery III Sulphur Unit in May 2009 and proved to be successful. Accordingly full
revamp of the unit has now been undertaken.
New Project Initiatives

Resid Upgradation Project
To improve distillates yield and refinery margins, a Resid Upgradation project is proposed to be implemented.
Selection of Project Management Consultant (PMC) for preparing the Detailed Feasibility Report (DFR) for the
project is in process.
The process package for the Delayed Coker Unit (DCU) has been prepared by M/s. ABB Lummus. The process
package for OHCU revamp has been made by M/s. Chevron Lummus Global. The process Package for the Sulphur
Recovery Unit by M/s. Siirtec Nigi is also received in June 2009. The Process Packages for Sour Water Stripper
(SWS) Coker LPG Treatment and Amine Regeneration Unit (ARU) have been prepared by M/s. EIL.
Single Point Mooring (SPM) & Crude Oil Terminal (COT) Project
Your Company is proceeding with the installation of Single Point Mooring (SPM) and off-shore facilities for
Crude Oil imports for its Manali Refinery alongwith Crude Oil Terminal and On-shore pipeline.
The pre-project activities comprising of Geo-physical survey, pipeline routing and Marine Geo-tech survey are in
progress. Geo-physical survey for the on-shore portion has been completed. The marine geo-tech survey has
been carried out at the SPM location by M/s. COMACOE. The tendering for appointment of Consultant for the
off-shore and on-shore activities (preparation of Detailed Feasibility Report and Engineering Procurement
Construction Management Services) will be awarded shortly. The Detailed Feasibility Report is expected to be
ready by November 2009.
DEVELOPMENT STRATEGIES
Your Company continuously scans the environment for new opportunities and gives strong impetus towards new
business initiatives including formation of Joint Ventures, entering into Memorandum of Understanding for its Long
Term Strategic objectives and diversification plans.
A Strategy Meet was organized in June 2008 to discuss and deliberate on several growth initiatives identified by
the Company. The important points identified during this Meet were discussed by the Board of your Company in
July 2008 wherein Secretary, MOP&NG also participated.
Some of the major initiatives which emerged from the Strategy Meet include venturing into solar energy,
implementation of Single Point Mooring (SPM), identification of other new business opportunities, infrastructure
augmentation, achieving excellence in HR, etc., Formation of a Joint Venture with Balmer Lawrie & Co. Ltd. to set
up a Container Freight Station / Multi Modal Logistics Hub (MMLH) in our vacant land in Ennore also emerged from
Strategy Meet which is being further pursued.
35
INDIAN ADDITIVES LIMITED

Your Company entered into the joint venture with Chevron Chemicals Company (now Chevron Oronite Company)
for manufacture of Lube Additives components and packages in the year 1989.
IAL has achieved a turnover of Rs. 273.76 Crore during the year 2008-09, as against Rs.217.28 crore in the
previous year, registering a growth of 26%. The Profit after Tax for 2008-09 is Rs.8.67 Crore and the Board of
Directors of IAL has recommended a Dividend of 9 % on the paid-up capital of the Company.
INFORMATION TECHNOLOGY
Your company is continuously marching ahead in the innovative usage of Information Technology for enabling
speedy decision making, improving operational efficiency and effective knowledge management.
Your Company has signed a Memorandum of Understanding with Indian Oil Corporation Limited for implementation
of SAP. SAP is expected to go live in July 2009 which will make your Company a competitive player in the global
market, thereby the Company expects to improve the service standards of the Customers both internally and
externally.
Your Company has effectively utilized developments in the Information Technology for providing better services to
its employees. Employee Outstation Information Systems, Intra-net based Leave Application System and On-line
Vehicle Booking System have been successfully included in the IT System during the year.
Various Employee-related information like Office Circulars, Pay details, Employee Entitlement Forms, Income Tax
Particulars, etc. are being displayed in the Intra-net web portals.
RESEARCH AND DEVELOPMENT (R&D)
Your Company is conscious of the fact that todays competitive and challenging business environment, demands
continuous upgradation and development of products, processes and services for sustained growth. Therefore,
your Companys in-house R&D Centre attaches great significance to developing R&D capabilities and expertise in
various spheres of activities.
Your Companys in house R&D Centre continue to play a pivotal role in extending support to refinery operations by
carrying out Pilot Plant evaluation of catalysts and feed stocks for secondary processing facilities, assay of New
crudes etc., It has further supported Refinery units like FCC, Hydro processing and Lube units with process and
feed optimization studies.
A high-pressure hydrotreating pilot plant was upgraded through revamp during this year with major modifications in
PC-PLC Control system to carry out evaluation with excellent precision.
The research alliance between CPCL R&D center and National Centre for Asphalt Research, IIT Madras has
resulted in the development of various strategies for producing Performance Grade bitumen from CPCL Feedstocks
meeting ASTM, SHRP standards.
SAFETY MANAGEMENT
Your Company adheres to the best safety practices at par with global standards while carrying out its operations.
Achieving credible safety performance at workplace by the employees and Contractors continues to remain as one
of the avowed objectives of your Company and concerted efforts are being taken to meet this objective.
A Central Safety Committee headed by Director (Operations) reviews the safety related issues, External Safety
Audit recommendations and Internal Safety Audit reports on a monthly basis.
Two Area Safety Committees and six Zonal Safety Committees are functioning effectively to ensure the safety of
Refinery operations and take corrective action towards unsafe situations and near miss incidents, if any.
36
As part of the Accident Prevention Programme, monthly contractors Safety Officers Meetings are held
wherein Safety issues are discussed and sorted out for improving the safety climate.
Fire & Safety Training classes are held every month, wherein training on Fire Appliances, Safety Gadgets, First
Aid, Practical training on Fire fightings are imparted. On the spot training for contract workers are conducted
regularly in the areas of Operation of Fire Extinguishers, Self contained Breathing apparatus, Fall Arrestors and
Decender Rescue Operations, etc. Safety training is also given to contract supervisors through the officials of
Factory Inspectorate focussing on the role of supervisors in ensuring Safety.
In addition, several Safety Audits and Checks, System Audits on Electrical safety, Construction safety, Monthly
HSE Audits, Daily Safety Surveillance Audit, Night Vigil rounds on weekly basis by Senior Officers are conducted
regularly for improving the safe working conditions.
Oil Industry Safety Directorate has so far conducted seven External Safety Audits and Seven Surprise Safety
Checks in Manali Refinery and four External Safety Audits and six Surprise Safety Checks in Cauvery Basin
Refinery. Status of implementation of these recommendations are reviewed by Central Safety Committee once a
month.
Offsite Mock Drill for the Manali area was conducted in February 2009 by Coromandel Fertilizers Limited, Ennore
in which your Company actively participated. Off-site Mock Drill at CBR was conducted in January 2009 in the
presence of District Emergency Committee.
Oil Spill Response Mock Drill of the Chidambaranar Oil Jetty was conducted with the co-ordination of Coast Guard,
Fisheries Department and Tamil Nadu Maritime Board in February 2009.
Awards / Achievements
Adherence to the best safety practices by your Company has won the following awards / certifications :
O
Star Award by National Safety Council of India, Tamil Nadu Chapter, Chennai for the year 2007 for Cauvery
Basin Refinery under the NSCI Safety Awards Scheme.
Suraksha Puraskar for the year 2007 for Cauvery Basin Refinery by National Safety Council of India.
ENVIRONMENT MANAGEMENT
Your Company has always demonstrated that business growth and development go hand in hand with an underlying
commitment to the Environment. Your Company has taken several measures to minimize the adverse effects on
the Environment through deployment of clean and green technologies, adoption of environmental friendly practices
like recycling of treated effluent, development of Green belt, etc.
The highlights of the Environment Management pursued by your Company during the year include the following :
Solid waste management

O
Hazardous waste disposed through Tamilnadu Waste Management Ltd. for the first time for safe disposal
of spent catalyst
Hydrogen peroxide treatment started in Effluent Treatment Plant 2 and 3 for reduction of oily sludge.
Compliance with revised Minimum National Standards (MINAS).
Set up a new laboratory with additional testing facilities for testing new parameters as per new MINAS.
Instituted Leak Detection And Repair (LDAR) programme with new VOC instrument.
The dedicated Environment Cell of the Company works for the upkeep of Refinery environmental management
system and also for complying with the provisions of the statutory stipulations.
37
ENERGY CONSERVATION
Energy conservation in your Company has continued to receive focus and thrust at all its operating locations
through effective planning and monitoring. This has resulted in improvement in Fuel and Loss percentage at 9.0%
for Manali Refinery as against 9.3% in previous year. Energy consumption at Manali refinery was the lowest at 71.4
MBTU / BBL / NRGF as against the previous best of 75.2 in 2007-08. The lower Energy Index was achieved by
better heat recovery in the Units and optimized steam / power balance.
Several energy conservation measures were undertaken during the year which are detailed in Annexure II.
INTEGRATED REFINERY BUSINESS IMPROVEMENT PROGRAMME
Integrated Refinery Business Improvement Programme is under implementation in association with
M/s. Shell Global Solutions International. 13 proposals with a net benefit value of 28.58 US Cents per barrel have
been approved for implementation. As a part of this programme, your Company has taken up Risk and Reliability
Management Programme to provide robust risk assessment processes, better plant reliability and availability which
is expected to result in further refinery margin improvement.
OPTIMISATION
Your Company has always been in the forefront with regard to implementation of best process optimization techniques,
advance control techniques, etc. as it recognizes that availability of right information at the right time and pooling of
resources are crucial for achieving high productivity and cost reduction.
The Company has taken various initiatives in the areas of optimization which include the following :
O
Implementation of Advanced Process Control (DMC +) in Hexane Unit which improved the Hexane
yield by 1.5%.
O
Development and deployment of an application module to provide automated SMS alerts on plant status,
emergencies, consolidated daily process reports, etc. to identified recipients.
O
Development of a generic Laboratory Information Management System with enhanced capabilities.
O
Implementation of a control strategy for minimization of fuel gas to flare in FCC CO Boiler which won
Energy Kaizen Award for best energy conservation concept for the year 2008.
TOTAL PRODUCTIVE MAINTENANCE (TPM)
Your Company accorded continued thrust for implementation of TPM during the year. Various initiatives implemented
in Process improvements had benefited the company in terms of improvement of furnace efficiency, delivery on
schedule, Energy savings, establishment of systems and procedures, etc.
During the year, Second Kaizen conference was conducted. Around 25 Kaizens were presented from all
TPM Circles in the areas of Operations, Maintenance, Energy saving etc. 5S Audit and Autonomous Maintenance
Audit was conducted at Refinery II and LEB / DHDS areas.
Cauvery Basin Refinery of your Company passed the Health Check conducted by the audit team of CII/TPM Club
India, which is a pre-requisite to contest for Pre Audit for participating in the TPM Excellence Award category A
instituted by Japan Institute of Plant Maintenance JIPM.
ISO-SHEQ Policy
Your company is committed to conducting business with a strong environment conscience and has a comprehensive
SHEQ Policy to ensure sustainable development, safe work place and enrichment of quality of work life of its
employees, customers and the community. The accreditation to EMS 14001:2004, QMS 9001:2000 and OHSAS
18001:1999 by M/s. Bureau Veritas Certification India, Chennai at Manali and CBR has been continued after
conducting the Surveillance Audits during the year.
38
HUMAN RESOURCES DEVELOPMENT

Your Company strongly believe that employees are its prime movers and an Organisation is only as good as its
people. The greater the investments a Company makes in them, the stronger and more sustainable are the returns.
Your Company has taken a slew of measures to attract, retain and motivate talent and offers its employees, the
tools and techniques to facilitate better performance.
In order to prepare the companys human resources for future responsibilities in terms of professional and business
skills, various initiatives have been taken during the year which include the following :
O
With the objective to create a rational, user friendly and transparent rating system, e-Performance
Management System (e-PMS) has been implemented successfully covering all supervisory employees.
As a prelude to promoting and sustaining an enabling organizational climate, your company conducted
an Employee Engagement survey which was found to be of very high order both in the case of officers
and workmen. As regards Organizational climate, 6 out of 12 dimensions in the case of officers and 6 out
of 13 dimensions in the case of workmen had been rated high. Necessary follow up action has been
initiated to bridge the gaps identified in this Survey.
An exclusive webpage was created for the benefit of the retired employees of your company giving the
names and addresses of the retired employees.
Manpower
01.04.2008
31.03.2009
Supervisors
755
779
Non-Supervisors
930
888
1685
1667
TOTAL
During the year, your Company recruited 41 Officers and 11 Workmen. As a part of the apprenticeship training
requirement, 50 Diploma holders and 36 ITI Trade apprentices underwent one-year apprenticeship Programme in
the Company.
During the year, your Company has achieved 3.56 average training mandays against the target of 2.2 mandays.
The Refinery Engineering School of Training (RESOT) of CPCL, a well acknowledged centre for training on Refinery
Technology, conducted a Four modules Core Course of 8 weeks duration during the year. In addition, short duration
programmes on Refinery Technology Development, Process Optimisation, Power & Utilities, Quality Control,
Turnaround Management, Project Management, Team Building, Presentation Skills, Workshop on Hydrocracker,
Environment Management Systems were also conducted with participation from CPCL, its downstream units in
Manali, reputed design consultants from Chennai and other Refineries of the country.
The Industrial Relations climate continued to be harmonious, cordial and peaceful throughout the year. Bi-partite
Long Term Settlement (Part-II) on work related allowances and benefits for workmen was signed on 19.02.2009
with the recognized unions.
Various HR initiatives undertaken in the previous year like Mentoring, Department-wise Open House Meets and
Field visits were continued during the current year also.
Your Company has been scrupulously adhering to the Presidential Directives and various instructions of the
Government relating to the welfare of the SC, ST, OBC, and Physically Challenged persons. There were 423 SC
employees (previous year: 424) and 34 ST employees (previous year: 34) as on 31.03.09 constituting 25.37 % and
2.04% of the total manpower respectively. The statistics relating to representation of SCs / STs / OBCs in the
prescribed proforma as on 01.01.09 is placed as (Annexure-I).
39
WELFARE OF WOMEN
Your Company continues to give utmost priority for Women Welfare and Empowerment.
International Womens Day was celebrated by the Womens Cell by organizing a seminar on the theme
Evolving the Blue Print for Change in which leading professionals delivered lectures on topics relating to Women
Development and empowerment.
As on 31.03.2009, 82 women employees are on the rolls of the Company (previous year: 76), of whom 33 are in the
Supervisory Grade (previous year: 26) and 49 are in Non supervisory Grade (previous year: 50), constituting 4.24%
of the total Supervisory employees and 5.52% of the total Non-supervisory employees.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Companys vision and mission statements lay emphasis on maximizing profit through manufacturing and
supply of petroleum products and other related businesses in a reliable, ethical and socially responsible manner.
In recognition of its good work on CSR, your Company has been conferred the prestigious Mother Teresa Award
for Corporate Citizen 2008, instituted by Loyola Institute of Business Administration (LIBA).
During the year 2008-09, your Company has incurred an amount of Rs.169.78 Lakhs towards CSR activities and
donations. Some of the Community Development Projects undertaken by your Company include the following:
O
Sponsored 50 Girls (25 SC/ST and 25 Other Community) for one year Nursing Assistant Course at a cost
of Rs.5.00 lakhs under Empowerment of Women programme.
Constructed Computer Room for Irula Tribal Womens Welfare Society, Chengalpet at a cost of
Rs.5.00 lakhs.
Sponsored Free Tuition / Computer Training Classes for the benefit of Students in and around Manali at a
cost of Rs.4.94 lakhs.
Constructed two kitchen buildings for Schools at Nagore near Cauvery Basin Refinery at a cost of
Rs. 3 lakhs.
Significant contributions towards Community Development Activities include the following :

O
Contributed Rs.4.50 lakhs towards Implementation of Total Sanitation Scheme at Vayalur Village in
Thiruvallur District.
Distributed Scholarship worth Rs.3.62 lakhs to the neighbourhood School Students.
Donated Ultrasound Scanner machine and one Semi Auto Analyzer worth of Rs.5.00 lakhs to Government
Primary Health Centre at Manali.
Distributed Rs.5.00 lakhs worth of various necessary items to Physically Challenged people.
Rs.5.00 lakhs spent on Skill Development Training programme for unemployed youth (boys) at CIPET,
Chennai.
Contributed Rs.5.00 lakhs for purchase of Tamarind Paste making Plant for Self Help Group Tribal Women
at Jawadhi Hill under empowerment of Tribal Women.
Provided Steel Benches and Tables worth of Rs.8.70 lakhs to the neighbourhood Schools.
Contributed Rs. 5.05 lakhs to various schools in and around Cauvery Basin Refinery towards uniform
sets, school bags, activity based learning materials, Computer tables and chairs, etc.
40
CPCL Educational Trust:

CPCL Educational Trust was founded in the year 1988 to develop the technical skills of the workers of
CPCL and its neighbourhood industries and also to educate the rural youth in the neighbouring villages to
improve their employability. The trust runs the following Institutions :
Industrial Training Institute (ITI)
ITI offers two trades, viz., Electrical, which is of two years duration and Welder, which is of one year duration.
33 students (19 in Electrical Trade and 14 in Welder Trade) were admitted during the year.
Polytechnic College
CPCL Polytechnic College offers three-year Full time Diploma courses in Petrochemical Engineering, Mechanical
Engineering and Electronics Communication Engineering and a four-year part time Diploma course in Petrochemical
Engineering. 235 students were admitted during the year for the various courses.
111 students passed out in April 2008 and 60% of the students got immediate placement through campus
selection in companies like Tamilnadu Petroproducts Limited, Manali Petrochemical Limited, TVS Group,
Supreme Industries, etc.
GLOBAL COMPACT
The United Nations Global Compact was first launched in 1999 and it calls on the Corporate sector to embrace a
core set of ten principles pertaining to human rights, labour, environment, anti-corruption, etc.
CPCL, as a member of the Global Compact Programme, follows all the ten principles enshrined in the said
programme.
The highlights of the implementation of this programme include abolition of Child Labour, Transparency in Contracts
through implementation of Integrity Pact, commitment towards Corporate Social Responsibility and continuous
implementation of welfare programmes.
OCCUPATIONAL HEALTH SERVICES (OHS)
The Occupational Health Services of your company continued its activities focusing primarily on the health of the
employees through a comprehensive multi pronged approach which included prevention of illness and injuries by
regular occupational hygiene monitoring of the environment. About 80% of the employees were monitored through
annual health examination and other programs. New equipments were added in OHS like Multi Parameter Monitor
and Portable Ventilator in order to strengthen the infrastructure facilities for handling emergencies.
In recognition of its pioneering efforts in the field of Occupational Health in the Oil Sector and for the most significant
improvements and innovative activites practiced in the field of Occupational, Health and Safety, your Company has
been awarded the Golden Peacock Award for OHS for the year 2009 by the Institute of Directors, New Delhi.
INVESTOR RELATIONS
Your Company focuses primarily on disseminating information on its operations and initiatives on a regular basis.
The following new initiatives were undertaken during the year for betterment of investor relations :
O
A new facility has been introduced in the portal of Karvy, viz., www.karisma.karvy.com which enables the
Company to monitor the electronic shareholdings of the investors for the previous six months.
The status of all Share Transfers, requests for dematerialization of shares, transmission of shares, etc.
effected can be monitored online which will improve the service standards towards the shareholders.
41
As on 31.03.2009, 14,66,74,105 shares have been dematerialized constituting 98.5% of the paid-up share
capital of the Company. Out of 66,033 shareholders, 47,299 shareholders have dematerialized their shares
representing 71.63% of the total number of shareholders. The Shareholders/ Investors Grievance Committee of
the Board regularly monitors the grievances of Investors and ensure timely redressal.
CORPORATE GOVERNANCE
Your Company looks upon Corporate Governance as a process in which values and principles constantly evolve
in line with the changing environment. CPCL has laid a strong foundation to pursue growth by adhering to the
best standards of good corporate governance practices.
Your Company was among the top 25 Companies, adopting good Corporate Governance practices in the year
2008 by the Institute of Company Secretaries of India, for the third time in a row.
Your Company complied with all the mandatory requirements of Corporate Governance Guidelines issued by SEBI
and also the Corporate Governance guidelines prescribed by Department of Public Enterprises (DPE), Government
of India applicable to Central Public Sector Enterprises, except the requirement relating to minimum number of
Independent Directors. Presently, your Company has three Independent Directors as against the requirement of
six under the Listing Agreement and DPE Guidelines. A separate section on Corporate Governance forms part of
this Annual Report.
During the year 2008-09, the Board of Directors of your Company approved the Whistle Blower Policy for
implementation and also approved the revised Code of Internal Procedures and Conduct for prevention of Insider
Trading in dealing with the securities of CPCL in line with the amendments made by SEBI.
INTEGRITY PACT
In order to maintain complete transparency in Contracts and procurements, your Company entered into a
Memorandum of Understanding (MoU) with Transparency International India (TII) on 24.3.2009 for the implementation
of Integrity Pact.
Integrity Pact is a tool developed by the Berlin based Transparency International for enhancing the degree of
fairness and transparency in procurement and contracts, resulting in substantial improvement in system and reduction
in corruption in public dealings. This model, being followed by several corporates worldwide, binds a Company and
its suppliers to ethical conduct in contracts and implementation of projects.
Mr. P. Shankar, IAS., (Retd.,) Former Central Vigilance Commissioner and Mr.Justice K.Govindarajan, Retd., Judge
of the Honble High Court of Madras are the Independent External Monitors, approved by CVC, for implementation
of the Integrity Pact in CPCL, which is currently applicable for contracts with a threshold value of Rs. 10 crores and
above.
VIGILANCE
The Vigilance Department of your Company plays a vital role in promoting transparency and accountability
amongst the employees while discharging their responsibilities.
Vigilance Awareness Week was observed in the Company during November 2008, wherein brochures on CVCs
Whistle Blowers Resolutions and Dos and Donts on Contract Management were released.
Increased thrust on e-Governance has been maintained throughout the year by effecting the payment of bills
to vendors / contractors through Electronic Clearance Services (ECS) / Electronic Funds Transfer (EFT), which
constitutes 92% of the total payments made.
42
OFFICIAL LANGUAGE IMPLEMENTATION

Propagation and successful implementation of the Official Language policy of the Government of India,
is being intensified by the Company. Several Hindi Workshops and competitions were conducted for the
benefit of the employees and the family members.
The Official Language Implementation Committee offers valuable suggestions leading to overall improvement in
the Official Language Implementation practices in the Company.
Incentive schemes to learn Hindi and to encourage the employees to use maximum Hindi in official work are
in vogue.
During the year, 46 employees passed various Hindi Examinations. An Orientation programme on Official
Language Policy was conducted for the newly recruited Officers / Engineers. One Hindi word is being displayed
daily alongwith pronunciation and meaning in the Notice Board and also in the Intra-net of the Company.
During the year, inspection on Official Language implementation was conducted by Regional Implementation
Office, Department of Official Language, Ministry of Home Affairs, Kochi who expressed their satisfaction about
the various measures taken by the Company for implementation of Official Language Policy.
STATUTORY INFORMATION
O
Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975 NIL
Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange
Earnings and Outgo, as required under Section 217(1)(e) of the Companies Act, 1956 and the rules
prescribed thereunder, i.e., the Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 are given in the Annexure and form part of this Report (Please refer Annexure-II)
Certificate received from the Auditors of the Company regarding compliance of conditions of Corporate
Governance, as required under Clause 49 of the Listing Agreement, is Annexed and forms part of this
Report (Please see Annexure-III).
DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies
(Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:
i)
that, in the preparation of the annual accounts for the financial year ended March 31, 2009, the applicable
accounting standards have been followed and that there are no material departures from the same;
ii)
that the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for the year under review;
iii)
that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
iv)
that the Directors have prepared the annual accounts for the financial year ended March 31, 2009, on a going
concern basis.
43
AUDITORS
M/s.M.Thomas & Co., Chennai and M/s Sreedhar, Suresh & Rajagopalan, Chennai have been appointed as
Joint Statutory Auditors of the Company for the financial year 2008-2009 by the Comptroller and Auditor General
of India. The Board of Directors of the Company fixed a remuneration of Rs.7.5 lakh (Rs.3.75 lakh to each of the
Joint Statutory Auditors) in addition to the out-of-pocket expenses, if any, and applicable service tax.
COST AUDITOR
M/s. J.V. Associates, Cost Accountants, Chennai have been appointed as the Cost Auditor of Manali Refinery
and Cauvery Basin Refinery of the Company for the financial year 2008-09 at a remuneration of Rs.1,20,000/(Rupees One lakh Twenty thousand only) per annum plus applicable taxes and out-of-pocket expenses, if any,
to conduct the audit of cost accounts maintained by the Company.
DIRECTORS
Mr. Mohammad Hassan Ghodsi has been appointed as a Director in place of Mr.M.Vaezi effective 25.04.2009.
Mr. Sanjay Gupta, Director (MC & IOC), Ministry of Petroleum & Natural Gas, Government of India has been
appointed as a Director effective 19.06.2009.
Mr. Rohit Bhardwaj, Executive Director (M&I), Indian Oil Corporation Ltd.(IOC) ceased to be a Director effective
28.02.2009 on attaining the age of superannuation from the services of IOC.
Mr. Pramod Nangia, Director (M), Ministry of Petroleum & Natural Gas, ceased to be a Director since he tendered
his resignation consequent to completion of his tenure in the Ministry of Petroleum & Natural Gas, effective
24.03.2009.
Mr. K.L.Kumar, Former C&MD, Kochi Refineries Ltd., ceased to be a Director, as he tendered his resignation,
effective 24.03.2009.
Mr. K.Suresh, Chairman, Chennai Port Trust ceased to be a Director, effective 30.06.2009 on completion of his
tenure as Chairman, Chennai Port Trust.
Your Directors place on record their appreciation of the valuable contribution made by Mr.M.Vaezi, Mr.Rohit Bhardwaj,
Mr.Pramod Nangia, Mr.K.L. Kumar and Mr. K. Suresh during their tenure.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation of the valuable services and dedicated efforts made by the
members of the CPCL family in the Companys achievements during the year 2008-09.
Your Directors also record their sincere thanks for the co-operation received from Ministry of Petroleum &
Natural Gas, Indian Oil Corporation Limited, Petroleum Planning and Analysis Cell, Oil Industry Development
Board, Oil Industry Safety Directorate, Centre for High Technology, the other Ministries of Government of India,
Government of Tamil Nadu, Comptroller & Auditor General of India, Central Vigilance Commission,
Financial Institutions and commercial banks and the continued co-operation and support by NIOC and NICO.
For and on behalf of the Board of Directors
Date : 20.07.2009
Place : New Delhi
S.BEHURIA
Chairman
44
324
889
Group B
Group C
45
#
&
*
**
1675
Nil
Nil
424
Nil
Nil
241
68
114
(3)
SCs
34
Nil
Nil
15
(4)
STs
323
Nil
Nil
Nil
259
35
29
(5)
OBCs
61
Nil
Nil
Nil
21
40 $
Nil
(6)
Total
Nil
Nil
Nil
2*
7#
Nil
(7)
SCs
23
Nil
Nil
Nil
9**
14 #
Nil
(9)
OBCs
137
Nil
Nil
Nil
61
47
29 @
(10)
Total
37
Nil
Nil
Nil
17 ^
13 &
7##
(11)
SCs
Nil
Nil
Nil
(12)
STs
By Promotion
Nil
Nil
Nil
Nil
NIL
(13)
Total
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(14)
SCs
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(15)
STs
By Deputation/
Absorption
@ applicable upto lowest rung of Group A

## includes 2 SC candidates promoted on Merit in Lowest
rung of Group A
$ includes 9 Non-supervisory employees who were
considered along with external candidates through open
advertisement against Direct Recruitment as Engineers /
Hindi Officer.
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(8)
STs
By Dir.Recruitment
No. of appointments made during the calendar year 2008 (Jan - Dec 2008)
includes 2 SC & 6 OBC candidates considered on Merit in Group B

includes 4 SC candidates promoted on Merit in Group B
includes 1 SC considered on merit in Grade II in Group C,
1 OBC and 7 OBC considered on merit in Grade II and Grade III
respectively in Group C.
includes 6 SC candidates promoted on Merit within Grade
(Grade III to IV) Promotion of Group C
TOTAL
(Sweepers)
Group D
Sweepers)
(Excldg.
Group D
456
Group A
Group D
(2)
Tot.no. of
employees
(1)
GROUPS
Representation of
SCs/STs/OBCs as on 01.01.2009
ANNUAL STATEMENT SHOWING THE REPRESENTATION OF SCs/STs & OBCs AS ON 01.01.2009

AND NUMBER OF APPOINTMENTS MADE DURING THE PRECEDING CALENDAR YEAR
ANNEXURE - I (SC/ST/OBC REPORT -I)
Annexures to Directors' Report
46
111
77
62
50
20
16000 -20800
17500 - 22300
18500 - 23900
19000 - 24750
19500 - 25600
20500 - 26500
114
13
18
20
30
28
(3)
SCs
15
(4)
STs
29
15
12
(5)
OBCs
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(6)
Total
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(7)
SCs
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(8)
STs
By Dir.Recruitment
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(9)
OBCs
76
15
29
(10)
Total
18
7@
(11)
SCs
(12)
STs
By Promotion
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(13)
Total
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(14)
SCs
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(15)
STs
By Other Methods
No. of appointments made during the calendar year 2008 (Jan-Dec 2008)
@ includes 2 SC candidates considered on Merit in the Lowest rung of Group A
456
127
13750 - 18700
TOTAL
(2)
Tot.no. of
employees
(1)
PAY SCALE
(In Rupees)
Representation of
SCs/STs/OBCs as on 01.01.2009
ANNUAL STATEMENT SHOWING THE REPRESENTATION OF SCs/STs & OBCs IN VARIOUS GROUP A SERVICES AS ON 01.01.2009
AND NUMBER OF APPOINTMENTS MADE IN VARIOUS GRADES IN THE PRECEDING CALENDAR YEAR
ANNEXURE - I (Contd.)
Annexure - II
ANNEXURE TO DIRECTORS REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988
A. CONSERVATION OF ENERGY
a) The following Energy conservation measures were taken:
O
Utilization of surplus fuel gas of Refinery III in boilers.
Single pump operation by increasing the reliability.
Increasing the Heat recovery of Economizer in Boiler IV thus reducing the stack temperature.
Shutdown of low efficiency OPH Boiler 3.
Installation of Magnetic Resonator in GT-2 for reducing FO consumption.
Interconnection of fuel gas in Refinery III and Refinery I & II for Optimum utilization.
b) Additional Investments and proposals, if any, being implemented for energy conservation
The following additional investment proposals are being implemented at an estimated cost of Rs. 30 lakhs.
O
Procurement of acoustic/ultrasonic leak detector for identifying leaking relief valves.
Compressed air leak survey in the entire refinery
c) Impact of the measures at a) and b) above for reduction of Energy consumption and consequent
impact on the cost of production of goods
The above measures are expected to result in an estimated savings of about 7000 MT/annum of Fuel Oil
Equivalent
d) Total Energy Consumption and Energy consumption per unit of production as per Form A of the
Annexure in respect of Industries specified in the Schedule thereto
Conservation of Energy as per Form A is given in Attachment I.
B. TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ACTIVITIES
Efforts made in Technology Absorption / Research & Development as per Form B is given in Attachment II.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Activities relating to exports: The Company has exported 1097 TMT of products comprising of Fuel Oil
(811 TMT), Naphtha (227 TMT), HSD (55 TMT) and Lube Oil Base Stock (4.9 TMT) for a total value of
Rs.2492 crore.
2. Total foreign Exchange used and earned :
Rs. In Lakhs
a) Used
b) Earned
2008 09
2007 08
9423.2
7652.63
Nil
Nil
47
ATTACHMENT-I
ANNEXURE TO DIRECTORS REPORT ON ENERGY CONSERVATION
FORM A
Form for disclosure of particulars with respect to Conservation of Energy
A.
Power and Fuel Consumption
1.
Electricity
a) Purchased
Unit (in million KW Hr.)
Total Amount (Rs. In Crore)
(excluding demand and other charges)
Demand and other charges (Rs. In Crore)
Rate/Unit (average) (Rs./KWHr.)
(excluding demand and other charges)
b)
Own generation
Through diesel generator
Through steam turbine/generator
Unit (in million KW Hr.)
Units per litre of fuel oil/gas
Fuel Cost/Unit (Rs.)
2.
Coal
3.
Furnace Oil
Quantity (in thousand K.Litres)
Average rate (Rs./MT)
4.
B.
Others/Internal generation fuel gas

Gas Turbine
Quantity
Power (in million KW Hr.)
Fuel (in thousand MTs)
Total cost (Rs. In Crore)
Fuel cost/Unit (Rs.)
Fuel Gas (TMT) (including CBR)
Consumption Per Unit of Production
Electricity (KWHr/MT of crude)
Furnace oil (Kg/MT of Crude)
Coal
Other (specify)
FCCU Coke (Kg/MT of Crude)
Fuel Gas (Kg/MT of Crude)
48
Current Year
2008-09
Previous Year
2007-08
3.939
1.44
7.426
2.73
8.36
7.53
3.66
3.67
Not applicable
Not applicable
346.7536
2.92
7.41
373.4351
3.11
5.76
Not applicable
Not applicable
467.222
22876.36
532.520
18919.68
295.243
100.568
337.66
11.44
105.175
256.863
88.843
282.02
10.98
107.123
61.65
43.74
Not applicable
62.11
48.59
Not applicable
3.67
10.38
3.52
10.43
ATTACHMENT - II
FORM B
TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ACTIVITIES
RESEARCH AND DEVELOPMENT (R&D) ACTIVITIES
1.
Specific Areas in which R&D was carried out by the company

O
O
O
O
O
O
Evaluation of New Crudes processed in the Refinery

Evaluation of Catalyst and Additives for FCC Unit
Selection of catalysts for Hydro processing units
Development of catalytic process for end point reduction of diesel
Development of adsorbents for removal of sulfur from CBR diesel
Performance Grade Bitumen
2.
Benefits derived as a result of the above R&D

As per Annexure
3.
Future plan of action

O Membrane process for Reduction of sulfur in FCC Gasoline
O Upgradation of Heavy oils
O Bio Fuels and Bio Lubricants from non edible oils
O Development of F-T catalysts
O Development of Micro Wave based Technologies for crude sludge and VGO pretreatment
O Reformer Modeling
4.
Expenditure on R&D
(Rs. In Lakhs)
2008 09
2007 08
232.15
330.29
562.44
0.02
344.38
280.28
624.66
0.02
Capital
Recurring
Total
Total R&D expenditure as % of Turnover
5.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1.
Efforts in brief, made towards technology absorption, adaptation and innovation

O
2.
ACER MAT Pilot Plant studies were carried out by recycling spent catalyst along with Equilibrium Catalyst
at different coke levels on E-Cat simulating FCC RxCat technology to study the conversion and yields
Pilot plant studies were carried out using IOC R&D developed DHDS catalyst using both diesel and VGO
feed stocks to study their suitability for use in CPCL Plant 13 before taking up the demonstration trials
Lube hydro finishing catalyst developed in collaboration with Sud Chemie was tested continuously in
hydro treating pilot plant to ascertain catalyst stability and the performance was compared with
benchmark commercial catalyst.
Benefits derived as a result of the above efforts, e.g. Product improvement, cost reduction, product
development, import substitution efforts :
R&D efforts are aimed to provide technical support to refinery operations, optimization of process units
and also to provide analytical inputs for process troubleshooting. Pilot plant studies and evaluation of
catalysts and feed stocks for various process units help in improving the yields and optimum utilization of
feed stocks and facilities.
3.
In case of imported technology (imported during the last 5 years reckoned from the financial year) following
information may be provided:
a. Technology imported
: Nil
b. Year of Import
: Not applicable
c. Has technology been fully absorbed
: Not applicable.
d. If not fully absorbed, areas where this has not taken place
: Not applicable
49
ANNEXURE TO FORM B
Crude Assay :
O
Detailed assay of 12 Crudes were carried out which includes new crudes such as Rabi Light, Nkossa, Mellita
and KG basin.
Process Optimization Studies:

O
Several new commercial catalysts were evaluated in Pilot Plant for possible use in DHDS unit for the production
of Euro IV diesel. The pilot plant evaluation to study the activity was continued to establish the deactivation rate
of the catalyst also. A new deactivation procedure was developed for ascertaining the stability of DHDS catalysts.
Adsorptive Desulfurisation studies using modified activated carbon adsorbents were completed using CBR
diesel feedstock. A modification procedure was developed for commercial activated carbon to improve its
adsorptive capacity for diesel sulfur removal.
Strippability studies were carried out in ACER MAT unit by varying stripping time to estimate FCC catalyst
deactivation rate.
Commercial Gasoline Sulfur Reduction (GSR) additives were evaluated for their suitability to use along with
FCC Catalyst for minimizing gasoline sulfur.
Research Alliance with National Center for Asphalt Research, IIT Madras resulted in the development of various
strategies for producing PG grade bitumen from CPCL Feed stocks meeting ASTM specification. Patent for
Performance Grade Bitumen using PDA pitch and Fluxes to be filed jointly by IITM and CPCL.
Revamp of high-pressure hydrotreating pilot plant unit was completed with modifications in the PC-PLC system,
control valves and other hardwares. A PG test run was conducted with the revamped unit for ascertaining its
precision and excellent material balance.
A high-pressure hydrogen booster station was installed and commissioned at R&D to supply hydrogen to all
pilot plant units through a common manifold.
Both IITM and CPCL developed several catalyst formulations for reduction of T95 of diesel. The support material,
metal components and zeolite were finalized for scale up of a promising recipe.
Papers published
1.
Kinetics of Oxidative Desulphurisation of Sulfur Compounds in Diesel Fuel Petroleum Science and
Technology, Vol.26, Issue 2, p 208-16
2.
Research paper on Rheological characterization of blended Paving Asphalt presented jointly with IIT M
in European Asphalt Technology Association (EATA) conference held in Lyon, France during April 2008.
3.
Influence of crude source on the viscous properties of blended asphalt- Presented in Geopatrika
conference-2008, Malaysia
4.
Adsorptive Desulfurization of Diesel by modified carbons, presented in 6th International Symposium on

Fuels and Lubricants, 12th March 2008, New Delhi.
5.
Development of catalyst for end point reduction of Diesel, presented in the National Workshop on Catalysis
held in IMMT, Bhubaneshwar, Feb.18-20, 2008.
6.
End point reduction of a straight run diesel fraction using zeolite catalysts, presented in the 19th National
Symposium on Catalysis held in NCL, Pune, Jan. 18-21, 2009.
50
ANNEXURE - III
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To
The Shareholders of
We have examined the compliance of conditions of Corporate Governance by Chennai Petroleum Corporation Limited
for the year ended March 31, 2009 as stipulated under Clause-49 of the Companys Listing Agreement with the Stock
Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of Corporate Governance. 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 has complied with the conditions of Corporate Governance, as stipulated in the above mentioned
Listing Agreement for the year ended March 31, 2009, except for the number of Independent Directors on the
Board which is three as against the requirement of six as required under Clause 49 of the Listing Agreement.
We state that no investor grievance is pending against the Company for a period exceeding one month as per
the Certificate furnished by the Share Transfer Agent of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
Place : New Delhi

Dated : May 28, 2009
For M/s. M. Thomas & Co.

For M/s. Sreedhar, Suresh & Rajagopalan

A. Rozario
Partner
Membership No. 21230
V. Suresh
Partner
51
52
Report of the Statutory Auditors

Auditors Report
54
Annexures to Auditors Report
55
53
Auditors Report
Report of the Auditors to the Members of Chennai Petroleum Corporation Limited
1.
We have audited the attached balance sheet of Chennai Petroleum Corporation Limited, as at 31st March 2009,
the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto.
These financial statements are the responsibility of the companys management. Our responsibility is to express
an opinion on these financial statements based on our audit.
2.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
3.
As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure-I, a statement
on the matters specified in paragraphs 4 and 5 of the said Order.
4.
Further to our comments in the Annexure-I referred to above, we report that:

(i)
We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as
appears from our examination of those books;
(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement
with the books of account;
(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report
comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956;
(v) Disclosure in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956 is not
required for Government Companies as per Notification No.GSR 829(E) dated October 21, 2003 issued by
the Department of Company Affairs.
In our opinion, and to the best of our information and according to the explanations given to us, the said
accounts give the information required by the Companies Act, 1956, in the manner so required and give a
true and fair view in conformity with the accounting principle generally accepted in India.
(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March 2009
(b) in the case of the profit and loss account, of the loss for the year ended on that date; and
(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.
Place : New Delhi

Date : May 28, 2009
for M. Thomas & Co.

for Sreedhar, Suresh & Rajagopalan

(A. Rozario)
Partner
(V. Suresh)
Partner
54
Annexure to auditors report
ANNEXURE - I
Annexure to auditors report Referred to in paragraph 3 of our report of even date

(i)
(ii)
(a)
The company has maintained proper records showing full particulars including quantitative details
and situation of fixed assets.
(b)
All the assets have not been physically verified by the management during the year but there is a
regular programme of verification which, in our opinion, is reasonable having regard to the size of the
company and the nature of its assets.
(c)
During the year, no substantial part of the fixed assets of the company were disposed off.
(a)
The inventory has been physically verified during the year by the management. In our opinion, the
frequency of verification is reasonable.
(b)
The procedures of physical verification of inventories followed by the management are reasonable
and adequate in relation to the size of the company and the nature of its business.
(c)
The company is maintaining proper records of inventory. The discrepancies noticed on verification
between the physical stocks and the book records have been appropriately dealt with in the books of
account.
(iii) We are informed that there is no company, firm or party to be listed in the Register referred to in Section 301
of the Companies Act, 1956 and hence we have no comments to offer in respect of clauses 4 (iii) (a), 4 (iii) (b),
4 (iii) (c), 4 (iii) (d), 4 (iii) (e), 4 (iii) (f) and 4 (iii) (g) of the Companies (Auditors Report) Order, 2003.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal
control systems commensurate with the size of the company and the nature of its business with regard to
purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of
our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.
(v) We are informed that there is no company, firm or party to be listed in the Register referred to in Section 301
of the Companies Act, 1956 and hence we have no comments to offer in respect of clauses 4 (v) (a) and
4 (v) (b) of the Companies (Auditors Report) Order, 2003.
(vi) The company has not accepted any deposits from the public and hence we have no comments to offer in
respect of clause 4 (vi) of the Companies (Auditors Report) Order, 2003.
(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business
(viii) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by
the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act,
1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and
maintained.
(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax,
custom duty, excise duty, cess and other material statutory dues applicable to it. We are informed that no
employee of the company is covered by Employees State Insurance Scheme
(b) The company, in the absence of suitable notification by the Central Government specifying the applicable
rate of cess under section 441A of the Companies Act, 1956 on turnover payable by the company, towards
Rehabilitation and Revival Fund, the company has neither paid nor provided for cess.
(c) The details of disputed dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty
and Cess, which have not been deposited, are given in Annexure - II to our report.
55
(x)
The company does not have any accumulated losses as on 31st March 2009. The company has incurred
cash losses during the financial year covered by our audit and not in the immediately preceding financial
year.
(xi)
In our opinion and according to the information and explanations given to us, the company has not defaulted
in repayment of dues to a financial institution or banks.
(xii)
The company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities and hence we have no comments to offer in respect of clause 4 (xii) of the
Companies (Auditors Report) Order, 2003.
(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clauses
4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.
(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the
company.
(xv)
In our opinion and according to the information and explanations given to us, the company has not given any
guarantees for loans taken by others from banks or financial institutions and hence we have no comments to
offer in respect of clause 4 (xv) of the Companies (Auditors Report) Order, 2003.
(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.
(xvii) According to the information and explanations given to us and on an overall examination of the balance
sheet of the company, we report that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The company has not issued shares during the year and hence we have no comments to offer in respect of
clause 4 (xviii) of the Companies (Auditors Report) Order, 2003.
(xix) The company has not issued any debentures during the year nor there is any outstanding as on 31st March
2009 and hence we have no comments to offer in respect of clause 4 (xix) of the Companies (Auditors
Report) Order, 2003.
(xx)
The company has not raised money by public issues in the recent past and hence we have no comments to
offer in respect of clause 4 (xx) of the Companies (Auditors Report) Order, 2003.
(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed
or reported during the course of our audit.
Place : New Delhi

Date : May 28, 2009
for M. THOMAS & CO.

for SREEDHAR, SURESH & RAJAGOPALAN

(A. ROZARIO)
Partner
(V. SURESH)
Partner
56
Statement of Disputed Dues
Name of the Statute
Nature of the
dues
Annexure - II
Disputed
Amounts
(Rs. in
Lakhs)
Amount paid
under protest /
Predeposit
(Rs. in lakhs)
Period to
which the
amount
relates
Forum where the

dispute is pending
TamilNadu General
Sales Tax Act
Sales Tax Dues
1092.50
1987-88
Madras High Court
TamilNadu General
Sales Tax Act
Sales Tax Dues
1012.83
1988-89
Madras High Court
Central Sales Tax Act
Sales Tax Dues
28367.00
1992-93
Madras High Court
TamilNadu General
Sales Tax Act
Sales Tax Dues
5.30
1992-93
TN State Appellate
Tribunal
Andhra Pradesh
Value Added Tax Act
Value Added
Tax Dues
1731.81
626.20
Apr 2005
to
Aug 2007
Dy. Commisioner
(Commercial Taxes),
(Appeals)
Karnataka Tax on
Entry of Goods Act
Entry Tax Dues
379.53
189.76
Sep 2007
to
Nov 2007
Asst . Commisioner
(Commercial Taxes)
Central Sales Tax Act
Sales Tax Dues
165.18
1991-92
TN State Appellate
Tribunal
Central Excise Act
Excise Dues
56.62
Aug 2003
to
May 2004
Customs Excise and

Service Tax Appellate
Tribunal
Central Excise Act
Excise Dues
128.64
Feb 2004
to
Aug 2004
Customs Excise and

Service Tax Appellate
Tribunal
Central Excise Act
Excise Dues
98.78
Jan 2005
to
Jun 2005
Customs Excise and

Service Tax
Appellate Tribunal
Central Excise Act
Excise Dues
46.32
Jan 2005
to
Feb 2005
Commissioner
(Appeals)
Income Tax Act
Income Tax
Dues
388.66
AY 2006-07
Commissioner
(Appeals)
57
58
Comments of CAG
Comments of the Comptroller and
Auditor General of India
59
60
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 619 (4) OF THE
COMPANIES ACT, 1956 ON THE ACCOUNTS OF CHENNAI PETROLEUM CORPORATION LIMITED, CHENNAI
FOR THE YEAR ENDED 31 MARCH 2009
The preparation of financial statements of Chennai Petroleum Corporation Limited, Chennai for the year
ended 31 March 2009 in accordance with the financial reporting framework prescribed under the Companies
Act, 1956 is the responsibility of the management of the Company. The statutory auditors appointed by the
Comptroller and Auditor General of India under Section 619(2) of the Companies Act, 1956 are responsible
for expressing opinion on these financial statements under section 227 of the Companies Act, 1956 based
on independent audit in accordance with the auditing and assurance standards prescribed by their professional
body, the Institute of Chartered Accountants of India. This is stated to have been done by them vide their
Audit Report dated 28.05.2009.
I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit
under section 619(3) (b) of the Companies Act, 1956 of the financial statements of Chennai Petroleum
Corporation Limited, Chennai for the year ended 31 March 2009. This supplementary audit has been carried
out independently without access to the working papers of the statutory auditors and is limited primarily to
enquiries of the statutory auditors and Company personnel and a selective examination of some of the
accounting records. On the basis of my audit, nothing significant has come to my knowledge which would
give rise to any comment upon or supplement to Statutory Auditors' report under section 619(4) of the
Companies Act, 1956.
For and on the behalf of the
Comptroller and Auditor General of India
Place : Chennai
Date : July 9, 2009
(S. RAJANI)
Principal Director of Commercial Audit
and Ex-Officio Member Audit Board, Chennai
60
Financial Information
Balance Sheet
62
Profit and Loss Account
63
Schedules to the Accounts
64
61
Balance Sheet as at March 31, 2009

(Rs. in Lakhs)
Schedule
SOURCES OF FUNDS
1. Shareholders Funds
a) Capital
b) Reserves and Surplus
2.
A
B
Loan Funds
a) Secured Loans
b) Unsecured Loans
C
D
Deferred Tax Liability (Net)

Total
APPLICATION OF FUNDS
1. Fixed Assets & Intangible Assets:
1.1 Fixed Assets
a) Gross Block
b) Less: Depreciation and Amortisation
c) Net Block
1.2. Intangible Assets
a) Gross Block
b) Less: Amortisation
c) Net Block
1.3 Capital Work-in-Progress
March 31, 2009 March 31, 2008
14900.46
291823.41
4.
516390.10
230557.02
285833.08
506589.82
205410.45
301179.37
E-I
2563.08
1212.09
1350.99
71820.77
6011.16
2303.35
3707.81
29598.48
334485.66
11046.61
Investments
Current Assets, Loans and Advances
a) Inventories
b) Sundry Debtors
c) Cash and Bank Balances
d) Other Current Assets - Interest accrued
on Investments/Bank Deposits
e) Loans and Advances
Net Current Assets (3-4)

Total
6. Statement of Significant Accounting Policies
7. Notes on Accounts
8. Other Schedules forming part of Accounts
9. Balance Sheet Abstract and Companys
General Business Profile
10. Cash Flow Statement
H
I
J
247027.72
101342.28
962.69
2.36
443203.37
151069.45
1466.50
41.57
17561.65
366896.70
19745.31
615526.20
L
L-I
223640.14
1628.24
225268.38
260922.26
47902.15
308824.41
306701.79
652234.06
5.
(K.K.Acharya)
Managing Director
359004.84
2281.41
Less: Current Liabilities and Provisions

a) Current Liabilities
b) Provisions
154790.50
41400.20
502914.57
51548.26
193497.36
245045.62
60736.14
652234.06
41961.64
112828.86
3.
2.
3.
306723.87
14900.46
331551.84
346452.30
141628.32
502914.57
Q
R
S to X
Y
Z
(N.C.Sridharan)
Director (Finance)
(M.Sankaranarayanan)
Company Secretary
As per our Report of even date
Place : New Delhi

Date : May 28, 2009
M. Thomas & Co.

Sreedhar, Suresh & Rajagopalan

(A. Rozario)
Partner
(V. Suresh)
Partner
62
Profit & Loss Account for the year ended March 31, 2009
(Rs. in Lakhs)
Schedule
INCOME
1. Sale of Products (Gross)
Less:Excise Duty
2.
3.
3661165.68
452576.24
3208589.43
12198.80
Less: Commission and Discounts

Sale of Products (Net)
Increase /(Decrease) in Stock
Interest and other Income
Total Income
M
N
EXPENDITURE
1. Purchase of products for resale
2. Manufacturing, Admn., Selling & Other Expenses
3. Duties other than Excise Duty on Sales
4. Depreciation and Amortisation
5. Interest Payments on :
a) Fixed period loans from Banks/
Financial Institutions/Others
b) Short Term Loans from banks
c) Others
PROFIT BEFORE TAX

Provision for Tax (net)
Current Tax
Pertaining to Earlier Years
Deferred Tax
Fringe Benefit Tax (Including pertaining to Earlier Years)
149848.22
2949310.84
(7699.73)
25716.69
124684.79
2523059.69
1236.69
25160.88
22366.18
8118.39
8736.32
2626.10
19480.81
3139542.19
(60187.93)
876.93
2693622.86
172085.25
77.68
(59311.00)
172162.93
(19582.57)
(39728.43)
(39728.43)
56865.39
(591.31)
3384.00
209.45
59867.53
112295.40
112295.40
0.00
0.00
0.00
0.00
(39728.43)
(39728.43)
(26.68)
7445.57
17869.37
1265.37
3036.90
82678.19
112295.40
75.41
0.00
(496.20)
(19335.94)
249.57
PROFIT AFTER TAX

DISPOSABLE PROFIT
APPROPRIATIONS
Interim Dividend
Final Dividend (Proposed)
Dividend Distribution Tax on Interim Dividend
Dividend Distribution Tax on Final Dividend (Proposed)
General Reserve
Earning Per Share (Rupees)
(Basic & Diluted)
Statement of Significant Accounting Policies
Notes on accounts
Other Schedules forming part of Accounts
Balance Sheet Abstract and Companys
General Business Profile
Cash Flow Statement
3196390.63
(122443.43)
5407.06
3079354.26
3303656.88
487071.20
2816585.68
14725.51
2801860.17
51001.21
12846.73
2865708.11
7279.29
14426.09
660.80
Total Expenditure
PROFIT FOR THE YEAR
Income/(Expenses) pertaining to previous years (Net)
(K.K.Acharya)
Managing Director
March 31, 2009 March 31, 2008
Q
R
S to X
Y
Z
(N.C.Sridharan)
Director (Finance)
Company Secretary
Place : New Delhi

Date : May 28, 2009
M. Thomas & Co.


(A. Rozario)
Partner
(V. Suresh)
Partner
63
Schedules
CAPITAL
Schedule A
(Rs. in Lakhs)
Note
Authorised
40,00,00,000 Equity Shares of Rs.10 each
March 31, 2009
Issued
17,00,00,000 Equity Shares of Rs.10 each
Subscribed, Called-up and Paid-up
14,89,11,400 Equity Shares of Rs. 10 each
Add: Forfeited Shares
March 31, 2008
40000.00
40000.00
17000.00
17000.00
14891.14
14891.14
9.32
9.32
Total
14900.46
14900.46
Note:
A. As per the Formation Agreement entered into between the promoters, an offer is to be made to the Naftiran
Intertrade Company Limited (NICO), an affiliate of National Iranian Oil Company (NIOC) in any issue of the
Capital in proportion to the shares held by them at the time of such issue to enable them to maintain their
shareholding at the existing percentage.
B. Includes 7,72,65,200 Equity Shares of Rs.10 each (51.89%) fully paid-up, held by Indian Oil Corporation Ltd.,
the Holding Company.
RESERVES AND SURPLUS
Schedule B
(Rs. in Lakhs)
March 31, 2009
1. Share Premium Account

As per last account
25003.82
2. General Reserve
As per last account
Add : Transferred from Profit and Loss Account
306548.02
(39728.43)
Total
64
March 31, 2008
25003.82
223869.83
82678.19
266819.59
306548.02
291823.41
331551.84
SECURED LOANS
Schedule C
(Rs. in Lakhs)
Note
March 31, 2009 March 31, 2008
Loans and Advances from Banks

i) Working Capital Demand Loan
0.00
0.00
ii) Cash Credit
1961.64
1519.51
iii) Foreign Currency Loans

(2008: USD 25 million)
0.00
10028.75
40000.00
40000.00
41961.64
51548.26
iv) Term Loans

(due for payment within one year
Rs.20000 lakhs; 2008: Rs. 10000 lakhs )
B&C
Total
Note:
A. Against hypothecation of inventories, book-debts, outstanding monies, receivables present and future to the
extent of Rs.120000 lakhs.
B. Secured by first paripassu charge on the companys fixed assets at Manali Refinery with State Bank of India.
C. Against hypothecation of all movable plant and machinery at Manali Refinery on a paripassu basis with HDFC
Bank alongwith State Bank of India.
UNSECURED LOANS
Schedule D
(Rs. in Lakhs)
March 31, 2009
1. Short Term Loans and Advances :

From Banks / Financial Institutions
i) In Rupee (Book Overdraft)
ii) Working Capital Demand Loan
iii) In Foreign Currency (2008:USD 98.6 million)
373.86
62000.00
0.00
2. Other Loans and Advances

From Others
Oil Industry Development Board
(due for payment within one year Rs. 17946.25 lakhs;
2008: Rs.13833.75 lakhs)
Total
65
March 31, 2008
62373.86
655.22
89000.00
39553.39
129208.61
50455.00
64288.75
112828.86
193497.36
66
484796.09
Previous Year
22065.23
7482.02
648.37
276.57
302.62
5862.36
WIP
construction
from
Transfers
256.56
1129.82
0.09
198.70
61.94
851.09
18.00
the year
during
Disposals
GROSS BLOCK
Transfers /
(14.94)
3448.08
3448.08
Note No.A)
fications
506589.82
516390.10
1417.00
270.72
1445.90
2125.79
492644.47
13828.71
780.85
3876.66
(Ref.
31-Mar-09
as at
Gross Block
Reclassi-
Adjustments
Deductions /
181038.38
205410.45
245.36
257.18
791.67
1277.11
198469.47
4303.09
66.57
01-Apr-08
As at
Amortisation
and
Depreciation
24562.83
25463.45
15.30
145.36
161.47
24824.21
309.21
7.90
year
for the
Amortisation
and
Depreciation
190.76
316.88
0.09
173.37
58.11
79.40
5.91
etc.
deductions
transfers/
on disposals/
Depreciation
DEPRECIATION/
AMORTISATION
Total
205410.45
230557.02
260.57
257.18
763.66
1380.47
223214.28
4606.39
74.47
31-Mar-09
upto
Amortisation
and
Depreciation
Total
01-Apr-08
Loss as at
Impairment
the year
during
Loss
Impairment
IMPAIRMENT
Total
31-Mar-09
Loss up to
Impairment
301179.37
285833.08
1156.43
13.54
682.24
745.32
269430.19
9222.32
706.38
3876.66
2009
March 31,
As at
303757.71
301179.37
523.36
13.54
576.36
608.00
285715.65
9151.52
714.28
3876.66
2008
March 31,
As at
NET DEPRECIATED
BLOCK
(Rs.in Lakhs)
Schedule E
Note :
A . The cost of assets are net of MODVAT/CENVAT, wherever applicable.
B. Consequent to reclassificaion of expenditure on Technical Know-how/license fee relating to plants designs/drawings, Rs. 710 lakhs, being the depreciation on such expenditure pertaining to the earlier years, has been net off
from Rs. 789.40 lakhs, being the depreciation on disposals/transfers during the year .
506589.82
Total
System
Water Supply
768.72
270.72
Railway Sidings
Drainage, Sewage and
1368.03
Furniture and Fixtures
484185.12
Plant and Machinery
1885.11
13454.61
Buildings, Roads etc.
Transport Equipments
780.85
Leasehold
392.10
the year
01-Apr-08
3876.66
during
Addition/
As at
Gross block
Freehold
Note
Land
FIXED ASSETS
67
the year
01-Apr-08
A.
No amortisation provided, the right being perpetual in nature.
Note :
6011.16
Previous Year
5980.48
30.68
during
Additions
As at
Gross block
6011.16
Note
Total
Fees
Royalty and License
Technical Know-How,
Right of Way
INTANGIBLE ASSETS
WIP
construction
from
Transfers
the year
during
Disposals
AT COST
Transfers /
(3448.08)
(3448.08)
6011.16
2563.08
2532.40
30.68
1705.30
2303.35
2303.35
Amortisation
transfers/
on disposals/
598.05
253.24
253.24
(1344.50)
(1344.50)
etc
year
for the
Amortisation
fications
01-Apr-08
As at
Amortisation
deductions
31-Mar-09
as at
Gross Block
Reclassi-
Adjustments
Deductions /
AMORTISATION
Total
2303.35
1212.09
1212.09
31-Mar-09
upto
sation
Amorti-
Total
01-Apr-08
Loss as at
Impairment
the year
during
Loss
Impairment
IMPAIRMENT
Total
31-Mar-09
Loss up to
Impairment
3707.81
1350.99
1320.31
30.68
2009
March 31,
As at
4305.86
3707.81
3677.13
30.68
2008
March 31,
As at
NET DEPRECIATED
BLOCK
(Rs.in Lakhs)
Schedule E-1
CAPITAL GOODS, WORK-IN-PROGRESS
Schedule F
(Rs. in Lakhs)
Note
1. Construction Work in progress - Fixed Assets

(including unallocated capital expenditure)
March 31, 2009 March 31, 2008
70100.58
28914.34
2. Advance for Capital Expenditure
525.95
64.34
3. Capital Stores
562.63
38.26
61.73
11.66
0.00
569.88
485.65
485.65
0.00
569.88
71820.77
29598.48
4. Capital goods in transit

5. Construction period expenses pending allocation :
1017.12
Less: Allocated to Assets/Work-in-Progress during the year 1017.12
6. Construction Work in progress - Intangible Assets
Total
CONSTRUCTION PERIOD EXPENSES (NET) DURING THE YEAR
Schedule F-I
(Rs. in Lakhs)
March 31, 2009 March 31, 2008
1.
Payments to and Provision for Employees
355.73
0.00
2.
Repairs & Maintenance
59.46
0.00
3.
Rent
10.05
0.00
4.
Travelling & Conveyance
87.38
0.00
5.
Communication Expenses
4.61
0.00
6.
Printing & Stationery
8.10
0.00
7.
Other Expenses
6.14
0.00
8.
Interest
485.65
485.65
1017.12
1017.12
485.65
485.65
0.00
0.00
Less: Allocated to Assets/Work-in-Progress during the year

Total
68
INVESTMENTS
Schedule G
(Rs. in Lakhs)
No. and
Particulars
of Shares /
Units
Face value
per share
Rupees
March
31, 2009
March
31, 2008
10
0.90
0.90
10
10.00
10.00
10.90
10.90
I. LONG TERM INVESTMENTS

UNQUOTED, AT COST
1. Non-Trade Investments
In Others
a) CPCL Industrial Cooperative
Service Society Ltd.
b) Bio Tech Consortium India Ltd.
2. Trade Investments
In Joint Venture Companies
Indian Additives Ltd.
In Others
a) National Aromatics and Petrochemical
Corporation Limited
9000 Shares
fully paid
100000
Equity Shares
fully paid
1183401
Equity Shares
fully paid
100
1183.40
1183.40
25000
Equity Shares
fully paid
10
2.50
2.50
2.50
0.00
500.00
0.00
2.50
500.00
587.11
1087.11
538.18
1038.18
2270.51
2224.08
0.00
0.00
0.00
9170.60
358.97
8811.63
2281.41
11046.61
Less : Provision for Dimunition

b) Petroleum India International
(AOP by Oil Companies)
Capital Fund
Share in
accumulated surplus
II. CURRENT INVESTMENTS

1. Trade Investments
a) 7% Oil Companies, GOI Special Bond 2012
Less: Provision for Dimunition
91706 Nos
Total
69
10000
INVENTORIES
Schedule H
(Rs. in Lakhs)
March 31, 2009 March 31, 2008
1. In Hand
a) Stores, Spares etc.
Less: Provision for losses
17165.58
14979.60
1459.42
1562.94
15706.16
13416.66
58367.78
110950.57
c) Finished Products
81504.73
175144.50
d) Stock in Process
21621.37
42807.84
b) Raw Materials
2. In
a)
b)
c)
177200.04
342319.57
Transit
Stores and Spares
Raw Materials
Finished Products
459.76
69265.75
102.17
433.94
92730.50
7719.36
69827.68
100883.80
Total
247027.72
443203.37
SUNDRY DEBTORS
Schedule I
(Rs. in Lakhs)
Note
March 31, 2009 March 31, 2008
1. Over Six Months

Unsecured, Considered Good
209.39
2017.98
2. Other Debts
101132.89
149051.47
101342.28
151069.45
Total
Note:
A - Includes due from Indian Oil Corporation Ltd., the holding company - Rs. 118.53 lakhs (2008: Rs. 1899.20 lakhs)
B - Includes due from Indian Oil Corporation Ltd., the holding company - Rs. 86311. 50 lakhs (2008: Rs.118010.98 lakhs)
CASH AND BANK BALANCES
Schedule J
(Rs. in Lakhs)
Note
1. Cash Balances
a) Cash balances including imprest
March 31, 2009 March 31, 2008
2. Bank Balances with Scheduled Banks

a) Current Account
b) Deposit Account
10.49
0.35
952.20
1167.94
298.21
1466.15
962.69
1466.50
630.20
322.00
Total
Note :
A. Includes 30 (2008: 2) Gold Medals valued at Rs. 10.41 lakhs at cost (2008: Rs.0.13 lakhs)
70
LOANS & ADVANCES
Schedule K
(Rs. in Lakhs)
Note
1. Advances recoverable in cash or in kind or
for value to be received
a) Secured, Considered Good
b) Unsecured, Considered Good
March 31, 2009 March 31, 2008
A
B
2. Claims recoverable
a) Unsecured, Considered Good
b) Unsecured, Considered Doubtful
4756.68
3477.84
1863.01
4158.30
29.32
4187.62
29.32
4158.30
3975.02
4272.51
2384.16
0.00
0.00
166.06
166.06
0.00
1104.94
2723.22
17561.65
19745.31
24.44
10.82
25.54
11.62
4.52
5.21
5.21
5.45
1863.01
1574.84
3437.85
1574.84
Less: Provision for Doubtful Claims

3. Balance with Customs, Port Trust & Excise Authorities
4. Advance Tax
Less: Provision for Income Tax
8234.52
4902.09
3689.19
8591.28
88111.58
85727.42
5. Materials given on Loan

Less: Deposits received
7.24
7.24
6. Sundry Deposits (including amounts adjustable on

receipt of Final bills)
Total
Note :
A. Includes :
1. Due from Directors
Maximum amount due during the year
2. Due from other Officers
Maximum amount due during the year
B. Includes due from Indian Oil Corporation Ltd., the holding company
5.98
54.99
C. Includes due from Indian Oil Corporation Ltd., the holding company
35.42
27.92
0.00
0.00
50000.00
0.00
Nil
Nil
Nil
Nil
(i) no repayment schedule or repayment beyond seven years or
Nil
Nil
(ii) no interest or interest below section 372 A of Companies Act
Nil
Nil
Nil
Nil
D. Disclosure requirements of SEBI under Clause 32 of the Listing agreement

1. Loans and advances in the nature of loans to parent company, IOC
Maximum amount outstanding during the year
2. Loans and advances in the nature of loans to associates
Maximum amount outstanding during the year
3. Loans and advances in the nature of loans where there is
4. Loans and advances in the nature of loans to firms/companies in which

directors are interested
71
CURRENT LIABILITIES
Schedule L
(Rs. in Lakhs)
Note
1. Sundry Creditors
a) Total outstaning dues of micro enterprises
and small enterprises
b) Total dues of creditors other than micro
enterprises and small enterprises
March 31, 2009 March 31, 2008
0.00
A
2. Other Liabilities
196358.82
3. Investor Education and Protection Fund

shall be credited by
a) Unpaid Dividend
b) Unpaid Matured Deposits
c) Interest accrued on b) above
0.00
196358.82
24116.36
228790.97
228790.97
28781.71
391.08
2381.14
309.94
0.43
0.03
310.40
2706.29
392.74
332.89
223640.14
260922.26
C
391.08
0.00
0.00
4. Security Deposits
5. Interest accrued but not due on loans
Total
Note:
A. Includes due to Indian Oil Corporation Ltd., the holding company - Rs. 152284.81 lakhs (2008: Rs.175820.13 lakhs).
B. Includes due to Indian Oil Corporation Ltd., the holding company - Rs. Nil (2008: Rs. 9.48 lakhs).
C. No amount is due as on March 31, 2009 to be transferred to Investor Education & Protection Fund.
PROVISIONS
Schedule L - I
(Rs. in Lakhs)
March 31, 2009 March 31, 2008
1. a) Provision for Taxation

Less: Advance Payments
0.00
0.00
0.00
108715.51
91896.35
16819.16
27.30
934.72
908.48
26.24
2. Proposed Dividend
0.00
25314.94
3. Dividend Distribution Tax
0.00
4302.27
1600.94
1439.54
1628.24
47902.15
b) Provision for Fringe Benefit Tax

Less: Advance Payments
934.72
907.42
4. Provision for Retirement Benefits

Total
72
DETAILS OF INCREASE / (DECREASE) IN STOCK
Schedule M
(Rs. in Lakhs)
March 31, 2009
Closing Stock
a) Finished products
b) Stock in process
81606.90
21621.37
182863.86
42807.84
103228.27
Less :
Opening Stock
a) Finished products
b) Stock in process
182863.86
42807.84
Total
March 31, 2008
225671.70
148870.06
25800.43
225671.70
174670.49
(122443.43)
51001.21
INTEREST AND OTHER INCOME
Schedule N
(Rs. in Lakhs)
Note
1.
2.
3.
4.
5.
6.
7.
8.
9.
Interest on
a) Loans and Advances
b) Short Term Deposits with Banks
c) Customer Outstandings
d) 7% Oil Companies, GOI Special Bonds 2012
e) Others
Dividend
From Others
Sale of Power
Profit on sale and disposal of assets
Unclaimed/Unspent Liabilities written back
Provision for Doubtful Debts, Advances, Claims
and Stores written back
Sale of scrap
Exchange Fluctuations (Net)
Other Miscellaneous Income
Total
March 31, 2009 March 31, 2008

321.37
49.12
1469.61
82.08
11.25
1933.43
311.99
20.86
488.02
641.94
9.52
1472.33
147.93
88.76
1808.28
17.55
43.44
1142.46
3.14
351.76
103.52
953.51
0.00
399.40
225.22
769.54
8611.32
182.20
5407.06
12846.73
Note:
A.
Represents income from Current, Trade Investments
B.
Represents income from Long-Term, Trade Investments
C.
Includes income from Petroleum India International (Long-Term Trade Investments)

Rs. 81.55 Lakhs (2008: Rs. (-) 15.31 lakhs)
73
MANUFACTURING, ADMINISTRATION, SELLING AND OTHER EXPENSES
Schedule O
(Rs. in Lakhs)
Note
1. Raw Material Consumed
Opening Balance
Add: Receipts
March 31, 2009 March 31, 2008

203681.07
2750227.93
2953909.00
127633.53
Less: Closing Stock
2826275.47
2. Consumption
a) Stores, Spares and Consumables
b) Packages and Drum Sheets
6252.48
126.90
4445.16
283.72
6040.89
6621.02
118.01
6739.03
192471.10
188003.77
4467.33
692.88
5128.03
13582.35
6297.73
561.38
11008.09
677.19
12246.66
4073.84
19293.65
11010.61
716.09
2537.36
14264.06
66712.49
12219.73
2949310.84
2523059.69
6379.38
3. Power, Water and Fuel
Less: Own Fuel
222854.08
218408.92
4. Processing Fees
5. Octroi, Other Levies and Irrecoverable Taxes
6. Repairs and Maintenance
a) Buildings
b) Plant & Machinery
c) Others
7. Freight, Transportation charges and Demurrage
8. Payments to and Provisions for Employees
a) Salaries, wages, bonus etc.
b) Contribution to Provident and other Funds
c) Staff Welfare Expenses
587.71
12267.35
727.29
A&B
C
9. Office Administration, Selling and Other Expenses

(Schedule O - I)
Total
135852.16
2531057.04
2666909.20
203681.07
2463228.13
11571.00
4422.44
3300.21
Note:
A . Includes Rs. 2477.51 lakhs (2008: Rs. 676.34 lakhs) towards estimated provision / adhoc relief paid in respect
of pay revision for supervisory employees for the period 01.01.2007 to 31.03.2009.
B . Includes Rs. 540.86 lakhs (2008: Nil) towards lumpsum payment towards pay anomaly for the period 01.01.97
to 31.12.2006.
C. Includes Rs. 483.15 lakhs (2008: Rs. Nil) towards contribution to Provident Fund and Superannuation on the
revised pay for the period 01.01.2007 to 31.03.2009 and Rs. 2506.64 lakhs (2008: Rs. Nil) towards increase in
Gratuity limit from Rs. 3.5 lakhs to Rs.10 lakhs.
74
OFFICE ADMINISTRATION, SELLING AND OTHER EXPENSES
Schedule O - I
(Rs. in Lakhs)
Note
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
Rent
Insurance
Rates & Taxes
Donations
Payment to Auditors
a) Audit Fees
b) Tax Audit
c) Other Services (for issuing certificates etc.)
March 31, 2009 March 31, 2008

1744.40
783.09
117.37
2.06
2254.43
1006.02
156.42
5.48
13.11
1466.57
224.35
171.77
64.61
77.12
5.62
0.00
0.67
6.29
1349.04
176.12
91.12
72.03
57.96
104.51
76.91
268.21
1545.52
237.31
52.48
0.00
136.78
2.50
1229.60
288.24
1396.74
1842.52
53375.48
1917.81
1.11
670.81
354.98
2222.23
1333.61
0.00
2035.51
66712.49
12219.73
8.27
1.12
3.72
Travelling and Conveyance

Communication Expenses
Printing and Stationery
Electricity and Water
Bank Charges
Bad Debts, Advances, Claims and
Materials written off
Loss on Assets sold, lost or written off
Loss on sale of current Investments
Provision for Doubtful Debts, Advances, Claims
and Obsolescence of Stores
Provision for dimunition in value of investments
Security Force Expenses
Handling Expenses
Expenses of Enabling Facilities
Terminalling Charges
Exchange variation (Net)
Other Expenses
Total
A
B
Note:
A . Includes Rs. 1440.36 lakhs (2008: Rs. NIL) towards amounts recoverable from AROCHEM
B . Represents provision for dimunition in value of investments made in AROCHEM (2008: 7% Oil Companies, GoI
Special Bond 2012)
INCOME / EXPENSES RELATING TO PRIOR YEARS
Schedule P
(Rs. in Lakhs)
March 31, 2009 March 31, 2008
Expenditure
1. Depreciation/Amortisation
(634.50)
0.00
2. Raw Materials Consumed
(346.47)
(77.68)
104.04
0.00
(876.93)
(77.68)
876.93
77.68
3. Stores, Spares and Consumables

Total Expenses
Net Income / (Expenditure)
75
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1.
Schedule Q
BASIS OF PREPARATION
1.1 The financial statements are prepared under historical cost convention in accordance with the accounting
standards notified by the Companies (Accounting Standards) Rules, 2006 and the provisions of the Companies
Act, 1956.
1.2 The preparation of financial statements requires the management to make estimates and assumptions that
affect the reported amount of assets, liabilities and disclosure of contingent liabilities as at the date of the
financial statements. Management believes that these estimates and assumptions are reasonable and prudent.
However, actual results could differ from estimates.
2.
FIXED ASSETS
2.1 Land
Land acquired on lease for over 99 years and on perpetual lease is treated as freehold land.
2.2 Technical know-how / license fee
Technical know-how / license fee relating to plants/facilities are capitalised as part of cost of the underlying
asset.
2.3 Capitalisation of construction period expenses
(a) Revenue expenses exclusively attributable to projects incurred during construction period are capitalised.
(b) Financing cost incurred during the construction period on loans specifically borrowed and utilised for
projects is capitalised on quarterly basis at the actual borrowing rates.
Financing cost, if any, incurred on general borrowings used for projects is capitalised at the weighted
average cost.
(c) Capital stores are valued at cost. Specific provision is made for likely diminution in value, wherever required.
2.4 Depreciation / Amortisation
(a) Depreciation on fixed assets is provided in accordance with the rates as specified in Schedule XIV to
the Companies Act, 1956, on straight-line method, upto 95% of the cost of the asset other than
Insurance Spares which are depreciated upto 100%. Depreciation is charged pro-rata on quarterly basis
on assets, from/upto the quarter of capitalisation/sale, disposal and dismantled during the year.
(b) Assets costing not more than Rs.5000/- each are depreciated in full in the year of addition.
(c) Capital expenditure on assets, the ownership of which does not vest with the Company, incurred during
the construction period of the projects is accounted as unallocated capital expenditure and is charged
to revenue in the year of capitalisation of such projects.
(d) Cost of leasehold land (including premium) for 99 years or less is amortised during the lease period.
3.
IMPAIRMENT OF ASSETS
Carrying amount of cash generating units/assets is reviewed for impairment. Impairment, if any, is recognised
where the carrying amount exceeds the recoverable amount.
4.
INTANGIBLE ASSETS
(a) Technical know-how/license fee relating to production process and process design are accounted for as
intangible assets and amortized on a straight line basis over a period of ten years or life of the said
plant/facility, whichever is earlier.
(b) Expenditure incurred on Research and Development, other than on capital account, is charged to
revenue.
(c) Costs incurred on computer software purchased/developed on or after 1st April 2003, resulting in future
economic benefits are capitalised as Intangible Asset and amortised over a period of three years
beginning from the quarter in which such software is capitalised. However, where such computer
software is still in development stage, costs incurred during the development stage of such software are
accounted as Work-in Progress - Intangible Assets.
76
(d) Cost of Right of Way for laying pipelines is capitalised and where Right of Way is of perpetual
nature, not amortised.
5.
BORROWING COST
Borrowing costs that are attributable to the acquisition and construction of the qualifying asset are capitalized
as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time
to get ready for intended use. All other borrowing costs are charged to revenue.
6.
INVESTMENTS
Long-term investments are carried at cost and provision for diminution in the value thereof, other than
temporary in nature, is accounted.
Current investments are carried at lower of cost or market value.
7.
CURRENT ASSETS, LOANS AND ADVANCES
7.1 Valuation of Inventories

(a) Raw materials
Crude oil - At cost (on weighted average basis) or net realisable value whichever is lower.
(b) Stock-in-process
At raw material cost plus fifty percent of the cost of conversion, as applicable or net realisable value,
whichever is lower.
(c) Finished products
Finished products are valued at cost on First in First out basis or net realisable value, whichever is lower.
Cost of finished products is determined based on crude cost and processing cost.
(d) Stores and Spares
Stores and Spares are valued at weighted average cost. In case of declared surplus/obsolete stores and
spares, provision is made for likely loss on sale/disposal and charged to revenue. Necessary provisions
are also made in respect of non-moving stores and spares after review.
Stores and Spares in transit are valued at cost.
(e) Imported Products in-transit and Crude Oil in-transit
Imported products in-transit and crude oil in-transit are valued at CIF cost or net realisable value, whichever
is lower.
8.
FOREIGN CURRENCY TRANSLATION

(a) Transactions in foreign currency are recorded at exchange rates prevailing on the date of transactions.
(b) Monetary items denominated in foreign currencies (such as cash, receivables, payables etc) outstanding
at the year-end, are translated at exchange rates applicable as of that date.
(c) Non-monetary items denominated in foreign currency, (such as investments, fixed assets etc) are valued
at the exchange rate prevailing on the date of transaction.
(d) Any gains or losses arising due to exchange differences at the time of translation or settlement are
recognized as income or as expense in the period in which, they arise.
(e) Premium/discount arising at the inception of the forward exchange contracts entered into to hedge foreign
currency risks are amortised as expense/income over the life of the contract. Outstanding forward contracts
as at the reporting date are restated at the exchange rate prevailing on that date.
9.
CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
9.1 CONTINGENT LIABILITIES

(a) Show Cause Notices issued by various Government Authorities are not considered as Obligation.
(b) When the demand notices are raised against such show cause notices and are disputed by the Corporation,
then these are classified as disputed obligations.
77
(c) The treatment in respect of disputed obligations, in each case above Rs.5 lakhs, is as under:
i)
A provision is recognized in respect of present obligations where the outflow of resources is probable
ii) All other cases are disclosed as contingent liabilities unless the possibility of outflow of resources is
remote.
9.2 CAPITAL COMMITMENTS
Estimated amount of contracts remaining to be executed on capital accounts are disclosed in each case above
Rs.5 lakhs.
10. PROFIT AND LOSS ACCOUNT
(a) Claims on Petroleum Planning and Analysis Cell (Formerly known as Oil Coordination Committee)/
Government arising on account of erstwhile Administered Pricing Mechanism/notified schemes are booked
on acceptance in principle thereof. Such claims and provisions are booked on the basis of available
instructions/clarifications subject to final adjustment as per separate audit.
(b) Other claims (including interest on outstanding) are accounted:
i) When there is certainty that the claims are realizable
ii) Generally at cost
(c) Prepaid Expenses upto Rs.5,00,000/- in each case is charged to revenue.
(d) Income and expenditure are disclosed as prior period items only when the value exceeds Rs.5,00,000/- in
each case.
11. TAXES ON INCOME
Provision for current tax is made as per the provisions of the Income Tax Act, 1961. Deferred Tax Liability/
Asset resulting from timing difference between book and taxable profit is accounted for considering the tax
rate and laws that have been enacted or substantively enacted as on the Balance Sheet date. Deferred Tax
Asset is recognized and carried forward only to the extent that there is virtual certainty that the asset will be
realized in future.
12. EMPLOYEE BENEFITS
12.1 SHORT TERM BENEFITS:
Short Term Employee Benefits are accounted in the period during which the services have been rendered.
12.2 POST-EMPLOYMENT BENEFITS AND OTHER LONG TERM EMPLOYEE BENEFITS:
(a) The Companys contribution to the Provident Fund is remitted to separate trust established for this purpose
based on a fixed percentage of the eligible employees salary and charged to Profit and Loss Account.
Shortfall, if any, in the fund assets, based on the Government specified minimum rate of return, will be
made good by the Company and charged to profit and loss account.
(b) The company operates defined benefit plans for gratuity and compensated absences. The cost of providing
such defined benefits is determined using the projected unit credit method of actuarial valuation made at
the end of the year and is administered through a fund maintained by Insurance Company. Actuarial
gains/losses are charged to profit and Loss account.
(c) The liability of the company in respect of superannuation scheme is restricted to the fixed contribution
paid by the corporation on a monthly basis towards the defined contribution scheme maintained by Insurance
Company, which is charged off to revenue.
(d) Obligations on Post Retirement Medical Benefits and Long Service Awards are provided using the projected
unit credit method of actuarial valuation made at the end of the year.
12.3 TERMINATION BENEFITS:
Payments made under Voluntary Retirement Scheme are charged to Profit and Loss Account.
78
NOTES ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2009
1.
Schedule R
Contingent Liabilities:
a) Claims against the company not acknowledged as debts Rs. 34223.05 lakhs (2008: Rs. 51343.75 lakhs).
These mainly include:
i)
Rs. 330.36 lakhs (2008: Rs. 12836.51 lakhs) being the demands raised by Central Excise authorities.
ii)
Rs. 32127.95 lakhs (2008: Rs. 36797.05 lakhs) in respect of Sales Tax demands.
iii)
Rs. 456.06 lakhs (2008: Rs. 114.61 lakhs) in respect of Income Tax demands.
iv)
Rs. 875.62 lakhs (2008: Rs. 935.22 lakhs) relating to projects.
b)
Interest/Penalty, if any, unascertainable, on the above claims is not considered.
c)
Estimated amount of contracts remaining to be executed on Capital Account and not provided for
Rs. 110445.78 lakhs (2008: Rs. 69370.02 lakhs).
2.
Thirty four acres and forty nine cents of land has been taken on lease from a trust on a five-year renewable
lease for the construction of Employees Township at Cauvery Basin Refinery.
3.
Forty-one acres of land of the company is in the possession of IOT Infrastructure & Energy Services Limited
(formerly IndianOil Tanking Ltd.) under a lease agreement.
4.
(a) The cost of land includes provisional payments towards cost, compensation, and other accounts for which
detailed accounts are yet to be received from the authorities concerned.
(b) Pending completion of formalities, assignment deeds of some portion of the land are yet to be obtained.
(c) Pending decision of the Government/Court, additional compensation, if any, payable to the land owners
and the Government for certain lands acquired, is not considered
5.
The company, in the absence of suitable notification by the Central Government specifying the applicable rate
of cess under section 441A of the Companies Act, 1956 on turnover payable by the company, has not provided
for cess towards formation of Rehabilitation and Revival Fund.
6.
Valuation of Finished Products:

The total cost of the crude and processing cost is apportioned to the individual products on the basis of the
respective realizable value. Under this method the joint products absorb joint costs according to the ability of
the product to bear the cost as reflected by the market value of the individual products. (Refer policy no 7 (c) in
Schedule Q Statement of Significant Accounting Policies).
7.
In line with the scheme formulated by the Petroleum Planning and Analysis Cell (PPAC) under the Ministry of
Petroleum and Natural Gas the company has received an aggregate discount of Rs. 130655.55 lakhs
(2008: Rs. Nil) from Oil and Natural Gas Corporation Limited on Crude Oil purchase and has passed on the
same as discounts on products sold to Indian Oil Corporation Limited. Accordingly, Gross Sales and Consumption
of Raw Materials for the year are net of Rs. 130655.55 lakhs.
8.
Impact on account of changes in Accounting Policies:

Expenditure incurred on technical know how/license fee relating to plants/facilities, hitherto capitalised as
intangible asset, is now capitalized as part of cost of the relevant fixed assets and depreciated. This change
has an impact of reducing the loss by Rs. 797.25 lakhs including an amount of Rs. 634.50 lakhs accounted as
prior period item.
9.
Payments to and provision for employees includes Rs. 54.67 crore (2008: Rs. 6.76 crore) towards estimated
provision/ adhoc relief paid in respect of pay revision for supervisory employees for the period 01.01.2007 to
31.03.2009.
10. Pending finalisation of Long Term Settlement with workmen, for revision of pay with effect from 01.01.2009,
no provision has been made in the accounts, except to the extent of adhoc relief paid amounting to
Rs. 84.68 lakhs which has been included under payments to and provision for employees.
11. The company operates in a single segment viz. downstream petroleum sector. As such reporting is done on a
single segment basis.
79
12. The company has not entered into any derivative transaction, other than for hedging purposes during the year.
Forward contracts entered into for hedging purposes by the company and outstanding as on 31st March 2009
towards repayment of loan is NIL (2008: NIL).
13. Foreign currency exposures that are not hedged as on 31 st March 2009: Rs. 152939.99 lakhs
(2008: Rs. 225978.94 lakhs).
14. Disclosure as required under Accounting Standard 15 (revised) on Employee Benefits issued by the Institute
of Chartered Accountants of India is provided in Annexure I to this schedule.
15. In compliance with Accounting Standard 18 on Related Party Disclosures issued by the Institute of Chartered
Accountants of India, the required information is given in Annexure II to this schedule.
16. Disclosure as required under Accounting Standard 19 on Leases issued by the Institute of Chartered
Accountants of India is as under:
Operating Leases:
The company has taken on operating lease, Product Tankages from IOC on a renewal basis. The lease rentals
incurred for the current year amounting to Rs. 1117.85 lakhs are included in Rent (2008: Rs.1608.42 lakhs).
The lease rent payable for the next financial year is estimated to be Rs. 877.82 lakhs (2008: Rs.1475.09
lakhs) and lease rent for the five-year period after the next year is estimated to be Rs. 4382.10 lakhs.
(2008: 7375.41 lakhs).
17. In compliance with Accounting Standard 20 on Earning Per Share issued by Institute of Chartered Accountants
of India, the elements considered for calculation of Earning Per Share (Basic and Diluted) are as under:
March 2009
March 2008
Profit After Tax (Rupees in lakhs)
(39728.43)
112295.40
Weighted Average number of equity shares
148911400
148911400
(26.68)
75.41
10
10
Earning Per Share (Basic and Diluted) (Rupees)

Face value per share (Rupees)
18. In compliance with Accounting Standard 22 on Accounting for Taxes on Income issued by Institute of Chartered
Accountants of India, Deferred Tax Asset (-)/Liability (+) for the financial period ended 31st March 2009 amounting
to Rs. (-) 19335.94 Lakhs (2008:Rs. 3384.00 lakhs) has been made/provided.
I.
The item-wise details of Deferred tax liability (net) are as under :

(Rs. in lakhs)
Deferred Tax Liability:

Depreciation
Less: Deferred Tax Assets:
i)
Provision for Retirement Benefits
ii) Voluntary Retirement Scheme
Expenditure written off
iii) Provisions on inventories, debtors,
loans and advances, Investments
iv) Unabsorbed depreciation and Carried forward business loss
Deferred Tax Liability (Net)
II.
As on
31.03.2009
As on
31.03.2008
60550.16
61821.33
837.74
415.36
29.59
6.61
1032.19
17250.44
663.22
0.00
41400.20
60736.14
Deferred tax asset is being recognised on unabsorbed depreciation and carried forward losses of the
company since the company is virtually certain of sufficient future taxable income. This is evidenced by
the positive margins accruing to the company commencing from the fourth quarter of 2008-09.
80
19. Disclosure as required under Accounting Standard 27 on Financial Reporting of Interests in Joint
Ventures issued by the Institute of Chartered Accountants of India is as under:
a)
Name of the Joint Venture
Indian Additives Ltd.
Proportion of ownership interest
50%
Country of Incorporation
India
Aggregate amount of interests in Joint Venture

Amount (Rs. in lakhs)
Companys share of
2008-09#
2007-08##
Assets
Liabilities
Income
Expenditure
Contingent Liabilities
5169.96
1622.51
12190.22
11461.45
321.86
4133.70
1009.13
9452.28
8150.77
919.36
b)
Unaudited figures
##
Audited figures
Name of the Joint Venture
National Aromatics and Petrochemicals

Corporation Ltd.
Proportion of ownership interest
50%
Country of Incorporation
India
Aggregate amount of interests in Joint Venture is not given since the joint venture is not operational
20. During the year, the company has undertaken a review of all fixed assets in line with the requirements of
Accounting Standard- 28 on Impairment of Assets issued by the Institute of Chartered Accountants of India.
Based on such review, no provision for impairment is required to be recognised for the year.
21. Disclosure required under the provisions of Section 22 of Micro, Small and Medium Enterprises Development
Act, 2006.
The company has sought written confirmation from its suppliers to identify micro, small and medium enterprises.
No principal amount or interest amount remains unpaid to such Micro and Small enterprises as on 31.03.2009
and no payments were made to such enterprises beyond the appointed day during the year. Also, the company
has not paid any interest in terms of section 16 of the above-mentioned act or otherwise.
This information has been determined to the extent, such parties could be identified on the basis of information
made available to the company.
22. Remuneration paid/payable to Directors:
i)
ii)
iii)
iv)
v)
Salaries and Allowances

Contribution to Provident Fund
Contribution to Gratuity / Superannuation Fund, etc.
Other benefits and Perquisites
Sitting Fees to Part Time Directors
Total
2008-09
56.99
4.03
4.03
4.49
4.10
73.64
(Rs. in lakhs)
2007-08
45.76
3.09
2.57
2.33
4.50
58.25
Note: Remuneration excludes amount payable in respect of pay revision except to the extent of adhoc
relief paid.
81
23. The Profit and Loss Account includes:

a)
Expenditure on Public Relations and Publicity amounting to Rs. 149.31 lakhs (2008: Rs. 146.21 lakhs).
The ratio of annual expenditure on Public Relations and Publicity to the annual turnover is
0.00004078: 1 (2008: 0.0000521: 1).
b)
Research and Development expenses Rs. 330.29 lakhs (2008: Rs. 280.28 lakhs).
c)
Entertainment Expenses Rs. 43.74 lakhs (2008: Rs. 26.27 lakhs).
24. Previous years comparative figures have been regrouped and recast, wherever necessary, to the extent
practicable, for uniformity in presentation.
Annexure - I
Disclosure requirements under AS 15 (Revised) as per Note No. 14
Defined Contribution Schemes:
The net amounts expended in respect of employers contribution to the provident fund and superannuation fund
during the year, are Rs. 985.10 lakhs (2008: Rs. 620.77 lakhs) and Rs. 286.89 lakhs (2008: Rs. 58.13 lakhs)
respectively. This includes Rs. 322.10 lakhs and Rs. 161.05 lakhs, being the estimated provision for employers
contribution to provident fund and superannuation fund respectively on account of pay revision for supervisory
employees for the period 01.01.2007 to 31.03.2009 and accounted during the year.
Defined Benefit Schemes:
Funded Schemes:
(Rs. in lakhs)
Net employee benefit Expense
Gratuity
Current Service Cost

Interest cost on benefit obligation
Earned Leave Encashment
2009
2008
2009
2008
80.13
85.24
401.07
344.23
270.38
129.59
285.01
180.57
Expected (return) / loss on plan assets
(160.14)
(140.37)
(257.45)
(125.51)
Net actuarial (gain)/loss recognized

in the year
2533.92
(41.68)
(565.78)
1139.29
Net Benefit Expense
2724.30
32.78
(137.15)
1538.58
UnFunded Schemes:
Net employee benefit Expense
Current Service Cost
(Rs. in lakhs)
Post Retirement
medical Benefits
Service award
2009
2008
2009
Gift award
(Refer Note A)
2008
2008
0.00
135.30
58.50
0.48
0.18
Interest cost on benefit obligation
82.69
76.81
14.51
6.25
1.83
Net actuarial (gain)/loss recognized

in the year
87.49
(50.87)
92.13
3.99
0.87
170.18
161.24
165.14
10.72
2.88
Net Benefit Expense
82
Funded Schemes:
(Rs. in lakhs)
Changes in present value of defined
benefit obligation
Gratuity
2009
2008
2009
2008
1762.37
1673.49
3665.17
2430.32
270.38
129.59
285.01
180.57
80.13
85.24
401.07
344.23
Benefits paid
(106.69)
(109.25)
(338.73)
(353.29)
Net actuarial (gain)/loss on obligation
2557.89
(16.70)
(485.38)
1063.34
Closing defined benefit obligation
4564.09
1762.37
3527.14
3665.17
Opening defined benefit obligation

Interest Cost
Current service cost
UnFunded Schemes:
Changes in present value of
defined benefit obligation
Opening defined benefit obligation

Interest Cost
Current service cost
Benefits paid
Net actuarial (gain)/loss on obligation
Closing defined benefit obligation
(Rs. in lakhs)
Service award
Post Retirement
medical Benefits
2009
2008
2009
1064.48
1014.86
111.73
Gift award
(Refer Note A)
2008
2008
80.53
23.25
82.69
76.81
14.51
6.25
1.83
0.00
135.30
58.50
0.48
0.18
(96.35)
(111.62)
(19.71)
(4.80)
(0.85)
87.49
(50.87)
92.13
3.99
0.87
1138.31
1064.48
257.16
86.45
25.28
1% Increase in cost of post retirement medical benefits will increase the liability by Rs. 27.75 lakhs
(2008: Rs. 34 lakhs). 1% decrease in cost will decrease the liability by Rs. 26.30 lakhs (2008: Rs. 28 lakhs)
Funded Schemes:
Change in fair value of plan assets
(Rs. in lakhs)
Gratuity
2008
2009
2008
1882.66
1790.51
3248.82
0.00
Expected return
160.14
140.37
257.45
125.51
Contributions
344.79
36.05
245.31
3199.26
Benefits paid
(106.69)
(109.25)
(338.73)
0.00
23.97
24.98
80.40
(75.95)
2304.88
1882.66
3493.26
3248.82
Opening Fair value of plan assets
Actuarial gain/(loss)
Closing Fair value of plan assets
2009
Investment details
Insurer Managed funds 100%
83
Funded Schemes:
(Rs. in lakhs)
Balance Sheet
Gratuity
2009
2008
2009
2008
Defined benefit obligation
4564.09
1762.37
3527.14
3665.17
Fair value of plan assets
2304.88
1882.66
3493.26
3248.82
(2259.21)
120.29
(33.88)
(416.35)
Plan asset/(liability)
UnFunded Schemes:
Balance Sheet
Defined benefit obligation
(Rs. in lakhs)
Gift award
(Refer Note A)
2008
2008
2009
2008
2009
1138.31
1064.48
257.16
86.45
25.28
(1138.31)
(1064.48)
(257.16)
(86.45)
(25.28)
Fair value of plan assets

Plan asset/(liability)
Service award
Post Retirement
medical Benefits
Notes :
A.
During the year, a new service award scheme has been introduced in lieu of the gift award scheme/old service
award scheme.
B.
During the year, the ceiling for Gratuity has been increased from Rs. 3.5 lakhs to Rs. 10 lakhs.
C.
EL encashment scheme is administered by the insurer from February 2008.
Funded Schemes:
Actuarial Assumptions
Gratuity & Earned Leave Encashment
Discount Rate (per annum)

Rate of escalation in salary (per annum)
2009
2008
7.75%
8%
7%
9%
Mortality table
LIC 94 - 96 rates
Expected rate of return on plan assets (per annum)
8%
UnFunded Schemes:
Actuarial Assumptions
Post Retirement
medical Benefit
Service award
2009
2009
2008
Mortality table (before Retirement)

Mortality table (after Retirement)
Discount Rate (per annum)
Inflation Rate (per annum)
Rate of morbidity
Gift award
2008
2008
LIC 94 96 rates
LIC 96 98 rates
Not Applicable
7.75%
8%
7.75%
8%
8%
7%
6%
7%
6%
6%
10%
84
Not Applicable
Annexure - II
Disclosure requirements under AS 18 as per Note No. 15
(Rs. in lakhs)
Details of
Transactions
Key Management
Personnel
Joint Ventures
Total
31-Mar-09 31-Mar-08 31-Mar-09 31-Mar-08 31-Mar-09 31-Mar-08

Remuneration
Other Benefits/ Recoveries
Dividend Received
Outstanding Loans/advances receivables
Assets on Hire
65.05
51.42
65.05
51.42
4.49
2.33
4.49
2.33
147.93
88.76
147.93
88.76
24.44
10.82
24.44
10.82
6.74
6.14
6.74
6.14
Note: Remuneration excludes amount payable in respect of pay revision except to the extent of adhoc relief paid.
Key Management Personnel
Whole-time Directors
1) Shri K.K.Acharya
2) Shri N.C.Sridharan
3) Shri S.Chandrasekaran
4) Shri K. Balachandran
Joint Venture Companies
1) Indian Additives Limited
2) National Aromatics and Petrochemicals Corporation Limited.
85
LICENSED CAPACITY, INSTALLED CAPACITY AND ACTUAL PRODUCTION
Schedule S
(Figures in Lakhs)
UNIT
Licensed Capacity
Installed Capacity
Actual Production
31 March,
31 March,
31 March,
31 March,
31 March,
31 March,
2009
2008
2009
2008
2009
2008
MTs
105.00
105.00
105.00
105.00
101.25
ii) Propylene Recovery

Unit
MTs
0.30
0.30
0.30
0.30
0.31
0.29
iii) Wax Plant
0.30
0.30
0.30
0.30
0.28
0.29
i) Crude Processing
MTs
102.66
Note :
A. Represents finished petroleum products
FINISHED PRODUCTS - QUANTITY AND VALUE PARTICULARS
Schedule T
(Figures in Lakhs)
Opening Stock
Purchases
Quantity
MTs
Value
Rupees
Sales
Quantity
MTs
Value
Rupees
Quantity
MTs
4.69
4.99
182191.85
147957.72
2.76
3.14
149848.22
124684.79
Year ended 31.03.09
0.02
672.01
0.00
0.00
0.28
Year ended 31.03.08
0.02
912.34
0.00
0.00
Year ended 31.03.09
4.71
182863.86
2.76
Year ended 31.03.08
5.01
148870.06
3.14
Value
Rupees
Closing Stock
Quantity
MTs
Value
Rupees
3.25
4.69
80934.89
182191.85
15636.70
0.02
672.01
0.29
15299.37
0.02
672.01
149848.22
96.69
3661165.68
3.27
81606.90
124684.79
96.59 3303656.88
4.71
182863.86
1. PETROLEUM /
PETRO-CHEMICAL
PRODUCTS
Year ended 31.03.09
Year ended 31.03.08
96.41 3645528.98
96.30 3288357.51
2. WAX
3. TOTAL
86
CONSUMPTION PARTICULARS OF RAW MATERIALS, STEEL COILS / SHEETS /

STORES / SPARE PARTS AND COMPONENTS
Imported
Indigenous
Schedule U
Quantity
Value
% to total
Value
% to total
MTs
(Rs. in lakhs) Consumption (Rs. in lakhs) Consumption (in lakhs)
Total
Rupees
(in lakhs)
31 March 2009
Crude Oil and Gas
2529642.90
90
Packing Materials
Consumed
Steel Coils/Sheets/Stores/
Component and
Spare Parts
296632.57
10
101.25
2826275.47
126.90
100
126.90
12492.85
4690.40
38
7802.45
62
2063776.81
84
399451.32
16
118.01
100
118.01
10756.89
84
12826.34
31 March 2008
Crude Oil and Gas
Packing Materials
Consumed
Steel Coils/Sheets/Stores/
Component and
Spare Parts
2069.45
16
102.66
EXPENDITURE IN FOREIGN CURRENCY FOR ROYALTY, KNOW-HOW,

PROFESSIONAL & CONSULTATION FEES, DIVIDEND & OTHER MATTERS
2463228.13
Schedule V
(Rs. in Lakhs)
Note
1. Professional, Consultation Fees
and Technical Fees
2. Interest
3. Dividend (Net of taxes)
4. Others
Total
31 March,
2009
31 March,
2008
665.30
2008.68
4720.02
2780.94
3916.74
2765.16
121.19
97.85
9423.25
7652.63
Note :
A. Represents interim dividend payment made to 388 Non-Resident Shareholders for the year 2007-08 holding
23039300 number of shares and final dividend payment made to 390 Non-Resident Shareholders for the year
2007-08 holding 23039800 number of shares (2008: 402 Non-Resident Shareholders for the year 2006-07
holding 23043000 number of shares)
B. Expenditure in Foreign Currency has been considered on accrual basis.
87
EARNINGS IN FOREIGN CURRENCY
Schedule W
(Rs. in Lakhs)
Export of Petroleum Products

Total
31 March,
2009
31 March,
2008
0.00
0.00
0.00
0.00
CIF VALUE OF IMPORTS
Schedule X
(Rs. in Lakhs)
Note
31 March,
2009
31 March,
2008
2497721.67
1984794.58
2. Capital Goods
2093.88
447.69
3. Revenue Stores, Component, Spare and Chemicals
2020.18
3757.04
2501835.73
1988999.31
1. Crude Oil
Total
Note: A. Includes value of imports made through Indian Oil Corporation
88
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
Schedule - Y
I. Registration Details
Registration No. : 5389 1965
State Code : 18
31
Balance Sheet Date
03
2009
Date Month
Year
II. Capital Raised During the Year (Amount in Rs. Lakhs)

Public Issue
Rights Issue
Bonus Issue
Private Placement
NIL
NIL
NIL
NIL
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Lakhs)

Total Liabilities
Total Assets
728182.95
728182.95
Sources of Funds
Paid-up Capital
Reserves & Surplus
Secured Loans
Unsecured Loans
Deferred Tax Liability
14900.46
291823.41
41961.64
112828.86
41400.20
Application of Funds
Net Fixed
Assets
Intangible
Assets
Investments
Net Current
Assets
Misc.
Expenditure
Accumulated
Losses
357083.97
1920.87
2281.41
141628.32
NIL
NIL
IV. Performance of Company (Amount in Rs. Lakhs)

Turnover
Total Expenditure
Earning Per Share in Rs.
3196390.63
3139542.20
(26.68)
+/ Profit/Loss Before Tax

-
59311.00
+/ Profit/Loss After Tax

-
39728.43
(Please tick Appropriate box + for Profit - for Loss)

V. Generic Names of Three Principal Products/Services of Company (as per monetary terms)
Item Code No.
(ITC Code)
Product Description
2710
HIGH SPEED DIESEL
2710
MOTOR SPIRIT
2710
FURNACE OIL
89
Dividend rate %
-
Schedule Z
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009
(Rs. in Lakhs)
Year ended
March 31, 2009
Particulars
A.
Year ended
March 31, 2008
Cash Flow from Operating Activities

Profit Before Tax
(59311.00)
172162.93
Adjustments for :
Depreciation
25082.19
25160.88
(147.93)
(88.76)
(17.55)
(3.14)
(146.96)
(576.98)
104.51
237.31
1548.02
137.89
345.12
52.48
22366.18
19480.81
(131.20)
(662.80)
(10308.62)
215900.62
52775.67
(49756.41)
Inventories
196174.66
(121874.85)
Trade and Other Payables
(37218.26)
11250.99
Change in Working Capital
211732.07
(160380.27)
D.
Cash generated from Operations
201423.45
55520.35
E.
Adjustments for
Direct Taxes Paid
Fringe Benefit Tax Paid
(18733.38)
(248.50)
(43673.29)
(218.45)
Income from Long - term Investment

Profit on Sale of Assets
Liabilities/Prov. for Claims written back
Advances, Claims and Material written off
Provision for Doubtful Claims and obsolescence
of stores/Investments
Loss on Sale of Assets/investments
Interest on Borrowings
Interest income from short term investment
B.
C.
Operating Profit Before Working

Capital Changes
Changes in Working Capital
(Excluding Cash & Bank Balances)
Trade and Other Receivables
F.
Net Cash Flow from Operating Activities
G.
Cash Flow from Investing Activities
182441.57
Purchase of Fixed Assets
11628.61
(49704.31)
(33505.80)
43.62
16.45
8494.49
142.81
Interest Income
170.41
662.22
Income from long term investment
147.93
88.76
Sale of Assets
Investments (Net)
Net Cash used in Investment Received
(40847.86)
90
(32595.56)
Schedule Z (Contd.,)
(Rs. in Lakhs)
Year ended
March 31, 2009
Particulars
H.
Net Cash Flow from Financing Activities

Proceeds from/(Repayments of)
Long Term Borrowings
(13833.75)
(21867.90)
Proceeds from/(Repayments of)

Short Term Borrowings
(76421.37)
83500.38
Interest Paid
(22306.33)
(19472.69)
Dividend Paid
(25233.80)
(17831.58)
(4302.27)
(3036.90)
Corporate Dividend Tax Paid

Net Cash Generated/(Used) from
Financing Activities
I.
J.
K.
Year ended
March 31, 2008
(142097.52)
21291.31
(503.81)
324.36
962.69
1466.50
Cash and Cash Equivalents at the

beginning of Financial Year
1466.50
1142.14
Net Change in Cash and Cash equivalents (J-K)
(503.81)
324.36
10.49
0.35
Net change in Cash & Cash

Equivalents (F + G + H)
Cash and Cash Equivalents at the end of
Financial Year
Notes :
1.
Cash and Cash Equivalents include

1. Cash Balances
a) Cash balances including imprest
b) Cheques in hand
2. Bank Balances with Scheduled Banks :
a) Current Account
630.20
b) Deposit Account
322.00
Total
1167.94
952.20
298.21
962.69
1466.15
1466.50
2. The Previous years figures have been regrouped wherever necessary for uniformity in presentation
(K.K.Acharya)
Managing Director
(N.C.Sridharan)
Director (Finance)
Company Secretary
Place : New Delhi

Dated : May 28, 2009
M. Thomas & Co.


(A. Rozario)
Partner
(V. Suresh)
Partner
91
92
PROXY
Folio No. :
-------------------------
No. of Shares :
-------------------------
I/We
................................................................................
of
............................................................
in the District of
................................................................................
being member(s) of the above named Company hereby appoint ................................................. of .............................................. in the District
or failing him/her
..................................................
............................................................
of
in the District of
............................................................
of
as my/our proxy to vote for me/us on my/our behalf at the Forty Third Annual General Meeting of the
........................................
Company to be held on the 7th day of September 2009 and at every adjournment thereof.
..........................................
day of
..........................................
2009.
Signed this
...........................................................................................
Full Name
Affix 30 paise
Revenue Stamp
For Office use only.
Proxy No. : ____________
Notes :
1. The instrument of proxy, to be valid, should be deposited at the Registered Office at 536, Anna Salai, Teynampet,
Chennai 600 018, 48 hours before the meeting.
2. The instrument of proxy should be executed on 30 paise revenue stamp.
Registered Office : 536, Anna Salai, Teynampet, Chennai 600 018.
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF KAMARAJ ARANGAM,
CHENNAI 600 006.
------------------------------------------------------------------------------------------------------------------------------------------------------------NAME OF THE MEMBER/PROXY
FOLIO NO.
------------------------------------------------------------------------------------------------------------------------------------------------------------I hereby record my presence at the FORTY THIRD ANNUAL GENERAL MEETING at 2.30 p.m. on
7th SEPTEMBER 2009 at KAMARAJ ARANGAM, CHENNAI-600 006.
------------------------------------------------------------------------------------------------------------------------------------------------------------SIGNATURE OF THE MEMBER OR PROXY :
------------------------------------------------------------------------------------------------------------------------------------------------------------Note : Members who come to attend the meeting are requested to bring their copies of Annual Report with them.
ATTENDANCE SLIP
93
94

(A group company of IndianOil)
Dear Shareholders,
As you may be aware, the equity shares of the Company are traded in dematerialized form with effect from 15.02.1999.
To facilitate holding and tranfer of equity shares of the Company in the Electronic mode, the Company had also
signed a tripartite agreement with both the depositories viz., National Securities Depository Limited and Central
Depository Services (India) Limited.
Electronic trading of shares will facilitate easy and quick transfer of shares by the shareholders.
Other benefits of dematerialisation and trading in electronic system are as follows:
Safety from bad delivery and fake certificate.
You can even freeze your account with the Depository Participant, that means, you can lock your account so that
the Depository Participant will not be able to carry out any transactions without your prior authorization.
Faster and simpler process of trading settlement.
No stamp duty on transfers.
No courier / postal charges.
No odd lot holding problem : sale and purchase could be for any quantity i.e. there is no restriction as to the
number of shares that can be transferred as a minimum quantity.
Pledge facility is available in electronic shares i.e., the system provides facilities to pledge / hypothecate
dematerialized securities if both pledgee (lender) and pledgor (borrower) hold accounts in depository system.
Banks are giving preference to lend money by accepting dematerialized shares as security.
Direct allotment in electronic form on public / rights / bonus issue, etc.
No hassle of filling in transfer deeds and lodging / dispatching the transfer documents with the Company, thus
avoiding a lot of paper work.
Shareholder no longer has to wait for the shares to be transferred in his name and suffer delays on account of
processing time.
In addition to the above advantages, the problem relating to loss of original share certificates and issue of
duplicate share certificates can be avoided, if the shares are held in electronic form.
In view of what has been stated above, we request you to kindly expedite opening of your depository account with any
of the depository participants and dematerialize your shares of CPCL.
In case you require any further information including the names of Depository Participants in the country, please
contact the Share Transfer Agents of the Company at the following address:
Karvy Computershare Private Limited
Unit : CPCL
Plot Nos.: 17 to 24, Vithal Rao Nagar,
Madhapur, Hyderabad 500 081.
Ph : 040 2342 0818 / 2342 0828
e-mail : madhusudhan@karvy.com & mohsin@karvy.com
Assuring you of our best services at all times.
Yours Sincerely,
M. Sankaranarayanan
Company Secretary
Place : Chennai
Date : 30.07.2009
95

CPCL Annual Report2009

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

CPCL Annual Report2009

Uploaded by

Copyright:

Available Formats

Chennai Petroleum Corporation Limited

Chennai Petroleum Corporation Limited

Mr. Sanjay Gupta

Mr. Venkatraman Srinivasan

Mr. Mansoor Rad

Prof. M.S. Ananth

Mr. M.H. Ghodsi

Chennai Petroleum Corporation Limited

APPOINTMENT OF MR. SANJAY GUPTA AS A DIRECTOR

The proxy need not be a member of the Company.

Chennai Petroleum Corporation Limited

BRIEF RESUME OF THE DIRECTORS OF THE COMPANY, SEEKING APPOINTMENT/RE-APPOINTMENT

Mr.L.Sabaretnam was appointed on the Board effective 28.02.2002. He is a Post-Graduate in Business

By order of the Board

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Chennai Petroleum Corporation Limited

As on 31.03.2009, CPCL Board comprises of the following categories of Directors:

Conduct of Board Meetings

Information placed before the Board

Revenue Budget / Capital Budget

Risk Assessment and Minimisation Reports

Report on compliance of Applicable Laws

Disclosure of Interest by Directors

Progress of Arbitration cases

Report on Share Transfers, Transmissions, etc.

Every Board Meeting

Board Meeting Date

Number of other directorships, and

Chennai Petroleum Corporation Limited

Number of memberships / chairmanships held by the Directors in the committees of various

Name of the Directors

Mr. K.K. Acharya

Mr. Venkatraman Srinivasan

Mr. K.L. Kumar

Prof. M.S. Ananth

Mr. Pramod Nangia

Mr. Mansoor Rad or

Mr.M.Vaezi or his alternate Director

COMMITTEES OF THE BOARD

Chennai Petroleum Corporation Limited

Disclosure of any related party transactions.

g) Qualifications in draft audit report.

Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan,

Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan,

Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan and

Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan and

Mr.L.Sabaretnam, Mr.Venkatraman Srinivasan and

Mr.L.Sabaretnam and Mr.Venkatraman Srinivasan .

Name of the Director

Mr. N.C. Sridharan,

Chennai Petroleum Corporation Limited

Mr. Venkatraman Srinivasan

Mr. K.L. Kumar

Prof. M.S. Ananth

4.4.6 Criteria for payment to Non-executive Directors :

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Mr.L.Sabaretnam and Mr.N.C.Sridharan

Mr.L.Sabaretnam, Mr.N.C.Sridharan and

4.5.3 Name and designation of Compliance Officer:O

Mr.M.Sankaranarayanan, Company Secretary or in his absence Mr.P.Shankar,

Chennai Petroleum Corporation Limited

Non-receipt of dividend warrants

Non-receipt of refund orders

Non-receipt of share certificates