Cals Refineries Ltd. - Quarterly/Annual Result Disclosures and Notes dated 30 Jun 2017

1. The results for the Quarter ended June 30, 2017 were reviewed and recommended by the Audit Committee and approved by the Board of Directors in it's meeting held on August 14, 2017. The above results for the quarter ended June 30, 2017 have been reviewed by Statutory Auditors of the Company in terms of Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The IND AS compliant financial results pertaining to the relevant previous period have not been subjected to the Limited Review. However, the Company's Management has exercised necessary due diligence to ensure that the financial results for the comparative previous period (30.06.2016) provide a true and fair view of its affairs.

2. The statement has been prepared in accordance with the Companies ( Indian Accounting Standard ) Rules, 2015 (Ind AS) prescribed under section 133 of Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable. Beginning April 1, 2017, the Company has for the first time adopted Ind AS with a transition date of April 1, 2016.

3. The statement does not include IND AS compliant results for preceding quarter and previous year ended March 31, 2017, as it is not mandatory as per SEBI's circular dated July 5, 2016.

4. As per the requirements of Ind AS-108, no disclosure is required as the Company is operating in single business segment.

5. The reconciliation of net Profit/(loss) for the quarter ended 30th June, 2016 in accordance with Indian GAAP to total comprehensive income in accordance with Ind AS is given below:

Description Amount (Rs. In million) for quarter ended June 30, 2016

Net Profit/(Loss) after tax as per previous GAAP (2.07)

Adjustment: Effects on account of Ind AS -

i) Effective interest rate on inter-company loan (0.45)

Total Comprehensive income / (Loss) after tax as per Ind AS (2.52)

6. Cals Refineries Limited (“the Company”) has plans to set up a Crude Oil Petroleum Refinery (the project). The Company has raised Rs. 7,880 million through Global Depository Receipts (GDR) in December 2007, for part funding the project. The proceeds of the GDR issue were fully utilized to pay capital advances related to purchase of equipment of two used oil refineries and other corporate expenses incurred during construction period.

7. The Securities and Exchange Board of India has issued an Order against the Company in the matter of “Market Manipulation using GDR Issues.” The Order dated October 23, 2013 mainly states that:

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

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

8. However, the Company has filed an application to the Hon’ble Securities and Appellate Tribunal (SAT), against the abovementioned order of the SEBI, which process is undergoing. Further SEBI vide order dated 31/12/2014 has imposed restrictions on Mr. Deep Kumar Rastogi, executive chairman for a period of 10 years from the date of order, from accessing the capital market directly or indirectly and dealing in securities or instruments with Indian securities as underlying, in any manner, whatsoever.

9. It is pertinent to note that the resources including the Capital raised through GDR issue etc. have been fully utilised to pay capital advances related to purchase of equipment of Refineries and other corporate expenses incurred during the construction period. At this moment the Company has no operational project and hence no operational revenues accrues to the Company. The Company has been funding its day to day operations and statutory requirements through the funding received by way of unsecured loans from one of the related parties. It has now become difficult to continue receiving funding support from any other sources including by way of unsecured loans. In view of the complex statutory requirements and financial position of the Company, no lender other than the related party, is ready to lend money to the Company.

Further the Company’s ability to raise funds has been restricted due to the adverse order of SEBI as explained in Note No.-02 above. In view of the current scenario the project contemplated is difficult to be made viable at least until significant funding is possible to this effect.

10. The Bombay Stock Exchange has suspended the trading of equity shares of the company w.e.f. 08/08/2017, pursuant to a letter of SEBI dated 07/08/2017 In which the company has been identified as Shell Company based on the recommendation made by Ministry of Corporate Affairs, this action is unilateral without giving opportunity of being heard. The Company is looking for the suitable remedial course of action in the matter.

11. Status of investors complaints for the quarter ended June 30, 2017 :

Pending at the beginning : Nil Received : One Resolved: Nil Pending: One

12. Investors can view the Financial Results of the Company at the Company's website www.cals.in or at the websites of BSE (www.bseindia.com).

13. Figures for the previous quarter ended 30 June 2016 are re-classified/ re-arranged/ re-grouped, wherever necessary.