To the Members of SPL Industries Limited
 
 The Directors of your Company have pleasure in presenting the 21st
 Annual Report on the business and operations of the Company and the
 Audited Financial Accounts for the year ended 31st March, 2012.
 
 Operations
 
 The financial results of the company for the year ending 31st March,
 2012 are given below:
 
                                                  (Figures in Rupees) 
 
                                           2011-12           2010-11
 
 Profit/(Loss) before tax and 
 Extraordinary items                  (392,438,163)     (682,198,528)
 
 Extraordinary item                    (16,087,731)                -
 
 Profit Before tax                    (408,525,894)     (682,198,528)
 
 Tax Expenses :
 
 Current Tax                               (60,231)          (77,130)
 
 Earlier Years Tax                     (14,183,000)      (42,220,847)
 
 Deferred Tax                           43,190,000        26,784,518
 
                                        28,946,769       (15,513,459)
 
 Profit (Loss) for the period         (379,579,125)     (697,711,987)
 
 Earning Per Equity Share
 
 Basic                                         (13)              (24)
 
 Diluted                                       (13)              (24)
 
 Dividend
 
 In view of continuous losses and insufficient profits, the Board of
 Directors of your company has expressed its inability to recommend any
 dividend.
 
 Fixed Deposits
 
 During the year under review, your company has not accepted any fixed
 deposits from the general public.
 
 Statutory Disclosures
 
 The Statement of employees required under Section 217(2A) of the
 Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975 is not annexed as there are none of the Employees drawing
 salary exceeding the present limits as provided under the said Act. .
 
 The Statement containing the necessary information as required under
 Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of
 Companies ( Disclosures of Particulars in the Report of the Board of
 Directors) Rules 1988, relating to conservation of energy, technology
 absorption, foreign exchange earnings and outgo are annexed hereto and
 forms an integral part of this report.
 
 Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
 Governance and Management Discussion and Analysis are annexed hereto
 and form an integral part of this report.
 
 Director''s Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956 this is
 to confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 2.  Such accounting policies have been selected and applied
 consistently and made judgments/estimates that are 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 that period.
 
 3.  Proper and sufficient care have been taken with best of knowledge
 and ability, for the maintenance of adequate accounting records in
 accordance with the provisions of the said Act for safeguarding the
 assets of the company and for preventing and detecting fraud and other
 irregularities.
 
 4.  The annual accounts have been prepared on going concern basis.
 
 Auditors
 
 M/S SINGHI CHUGH & KUMAR, Chartered Accountants, the statutory auditors
 of the company retires at the conclusion of this meeting and being
 eligible offer themselves for the re appointment. The audit committee
 and the Board of Directors recommended the re appointment of M/S SINGHI
 CHUGH & KUMAR, Chartered Accountants, as Statutory Auditors of the
 company for 2012-13.
 
 Directors
 
 During the year under review, there are four executive and four non
 executive directors on the board of the company and it has been decided
 in view of the continuous losses, no managerial remuneration will be
 paid to any executive director.
 
 Although, the management of your company is making its all out efforts
 to revamp the financial position of the company to the track by
 adopting innovative business policies and techniques.
 
 In order to ease out the financial burden of secured loans taken by the
 company from the banks, the management of the company has obtained the
 positive consent from its shareholders in the EGM held on 12th day of
 March,2012., pursuant to the provisions of Section 293(1)(a) of the
 Companies Act,1956 in order to dispose of its investment in shares of
 one or more of its subsidiary companies and to sale/lease or otherwise
 dispose of the whole or substantially the whole of the undertaking(s)
 of the company where the company owns more than one undertaking, of the
 whole, or substantially the whole, of any such undertaking. In view of
 the above consent, the management of the company has disposed off its
 entire investment in shares of one of its subsidiary company to a buyer
 at the best market price.
 
 Further, in view of the above consent, the management of the company
 has approached to some prospective buyers for the outright disposal of
 some property in order to repay the banks.
 
 Acknowledgement
 
 Your Directors wish to place on record the overwhelming response
 received from the investors, financial institutions ,bankers, business
 associates, suppliers for the consistent support received from them
 during the year.
 
 Your Directors wish to place on record their appreciation for the team
 spirit, dedication and commitment shown by the work force of the
 company during this year.
 
                                   By order of the Board of Directors 
 
                                           For SPL INDUSTRIES LIMITED 
 
 Place : New Delhi                                   (MUKESH AGGARWAL)
 
 14th August.2012                                   Managing Director