Directors Report of Sand Plast (India) Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased lo present the 25th (Twenty Fifth) Annual Report together with the Audited Accounts of your Company for the financial year ended 3 1 st March, 2014.

The purpose of the Directors' Report is to provide shareholders with certain statutory in ion nation about the Company, its Directors and operations. The Performance and Operational Review, which forms part of the Directors' Report, informs shareholders, and helps them assess how the Directors have performed their duty to promote the success of the Company.

Financial Results and Performance of the Company

The summarized working results for the financial year ended on 31st March, 2014 as compared with the previous year are as under:-

(Rupees in Lacs) Operating Results Current year Previnus vear 2013 2014 2012-2013

Total Income 403.27 725.67

Total Expenses (563.31) (819.38)

Profit /(loss) Before depreciation (68.04} (93.71)

Depreciation (139.51) (202.44)

Prefit 7 (Loss) Before Extra Ordinary (207.55) (296.14) item & interest

Interest - -

Profit 7 (Loss) Before Tax (207.55) (296,14)

Tax - -

Net Profit / (Loss) after Tax (207,55) (296.14)

Excess Provision written back - -

Net Profit / (Loss) carried tO Balance (207.55) (296.14) Sheet

Performance and operational Review

The Board informs to you that the performance of your Company was not satisfactory during the financial year even though settlement of production level, working out of logistics with respect to movement of finished products from factory, arrangement of raw materia is etc was satisfactory' in comparison to previous financial year. The staff and workers pus their sincere effort in the operation of tire plant and achieving efficiency in the production level,

During the year, the company has achieved a sales turnover of Rs. 477.59 Lacs in the financial year ending 3 I st March 2014 as compared to Rs. 717.39 Lacs in the year ended 31*" Match. 2013. The Company has earned income of Rs. 495,27 Lacs in comparison to income of Rs. 725.67 Lacs during the previous financial year.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and resuIts during the current year

Company is taking effective steps to improve iis production and sales during the year under review.

Trading in the equity shares of the Company at BSE

We are very pleased io inform you final from the date of listing of equity shares of the Company with the Bombay Stock Exchanges (w.e.f. June, 2009) the equity shaves of the Corn pans- are regaining its trading volume day by day on the bourses with the strenuous and fruitful efforts of the Board of Directors and management of the Company. This has provided an extra platform to the proposed investors to invest in the Company and the existing investor more liquidity for entry anti exit route in the Company.

Dividend

The Board of Director does not recommend any dividend for the financial Year 201-3-2014 due to the loss for tine year.

Public Deposit

During the year the Company has no! accepted or invited any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Information about Energy Conservation, Technology Absorption and Research & Development and Foreign Exchange earnings and outgo

(A) Cnergy Conservation ;

a) Energy conservation measure taken by the Company-:

i. To optimize steam transfer of autoclaves for pre-heating purpose,

ii. To control spillage of green mix and reuse it before getting it dried, so that it can be used without adding extra inputs.

iii. By using certain anti-scaling and anti ami-deoxidizing chemicals for boiler feed water to enhance boiler themial efficiency,

iv. Resetting of factory' shed sheeting in lime area to utilize natural flow of wind efficiently id reduce number of exhaust fans,

b) Additional in vestment.'proposal being implemented for reduction of consumption-

i. Second line of steam transfer within the autoclave has been com pieled.

ii. To ensure proper insulation on all the autoclaves and boilers as well, ill. Using of CFL.s in place of Halogen lights in plant areas.

iv. To utilize broken bricks (waste) powdefi as a raw material for in house use or for other fly ash based indnsrries,

c) Impact of measures as mentioned above in consumption of energy and on die cosl of production of goods.

Saving in energy consumption and waste material utilization will reduce the production cost of the Company and would also help a bit against global warming,

(B) Techmilogy absorption amt Research & Development.

With its established in-house Research & Development Sand Blast has built its reputation with customers, government authorities, national & international market and in the society by utilizing up to 90% of fly ash In the manufacturing of high quality bricks of strength 100 kg per sq. cm and above.

a) Specific area in which research and development carried out by the Company

I. To make utilization of broken bricks (waste) power as a raw material for In house use or for other fly ash based industries,

li. Stabilizations of different raw materia! composition to get better and economical product,

b) Benefit derived as result of above efforts:

The Research and Development works for the above are at the preliminary stage only but the Company is very hopeful to get the favourable results-

c) Future course of action

Work on above assumptions at different level and to get success and to prove globalIy that Sand Plast India Limited is the pioneer in the field of ash utilization.

(C) Foreign Exchange earnings and outgo

The company has not spent any foreign exchange outgo during the financial year. There were no foreign exchange incoming during the financial year.

Particulars of Employees

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of die Companies Act, 1956 read wish the Companies (Particulars of Employees) Amendment Rules, 201 I, as amended, therefore, no disclosure Is required.

Director1 & Responsibility Statement as per Section 217 (2AA) of the Companies Act. 1956

Pursuant to the requirement under section 217 (2AA) of the Companies Act'1956 with respect to director's responsibility statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures:

(ii) that the directors had 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 stale of affairs of the company at the end of the financial year and of the profit or loss, to be read with notes on accounts, of the company for the year under review:

(iii) That the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the company' and for preventing and detecting fraud and other irregularities;

(iv) That the directors, have prepared the accounts for the financial year ended 31st March, 2014 on a "going concern" basis.

Board of Directors

At the AOM held on as a result of retirement by rotation Dr. Ram S. Craig who retire by rotation and offer himself for re-appointment ns the independent-director of the Company So the said AGM and being eligible, offer himself for re-appointment.

Directors observation on Audit Report

Attention is invited to point no (vi) (a ) i.e. Note. No, 5 of the Balance sheet of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Hon'ble BlFR dated 27th April, 2010 and Secured Creditors i.e. PNB and HIJDCO. The Company has not provided interest on PNB dues amounting to Rs. 365.58 Lacs and Rs. 5457.02 Lacs in respect of HIJDCO in lotality. as a result of the same Secured liabilities and accumulated losses of the company are understated by Rs. 3802.40 Lacs (including Current: year Interest Rs. 452,80)

With reference as per point no, (vi) (a) of the Auditor Report, the dues of the financial institutions were rescheduled under rehabilitation package pending with the honorable BTFBL.

Auditors

M/s D khantra Associates, Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible For re-appointment.

However the management of the Company is hopefal that the performance of the Company will improve in near future.

Corporate Governance — Clause 49 of the Listing Agreement

Your Company has followed Good Corporate Governance Practices since incept tot i and in acccordance with the code of Corporate Governance. The detailed report on Corporate Governance along with the certificate from Statutory Auditors in compliance as per Clause 40 of the Listing Agreement is attached herewith as Annexure-I and forms parr of this repoit.

Industrial Relation

Your company has taken significant step in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the company continues to be cordial and peaceful.

Acknowledgement

Your Directors wish to convey their appreciation to all suppliers, promoters, lenders and governments for their invaluable supports and look forward to continued supports in future. The Board of Directors thanks to the appreciation of employees at all the levels for their hard work, dedication and commitment which enable the company make progress ahead.

By order of the Board of Sand Plast (India) Limited

Sd/-

Date: 21st August, 2014 Rajesh Gupta Place: New Delhi Managing Director DIN: 01663485 ADD.: F-251, Janpath, Priyadarshni Marg, Shyam Nagar Extn, Jaipur-302019 Rajasthan

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 24th (Twenty Fourth) Annual Report together with the Audited Accounts of your Company for the financial year ended 31sl March, 2013.

The purpose of the Directors'' Report is to provide shareholders with certain statutory information about the Company, its Directors and operations. The Performance and Operational Review, which forms part of the Directors'' Report, informs shareholders, and helps them assess how the Directors have performed their duty to promote the success of the Company.

Financial Results and Performance of the Company

The summarized working results for the financial year ended on 31st March, 2013 as compared with the previous year are as under: -

(Rupees in Lacs)

Operating Results

Current year Previous year 2012-2013 2011-2012

Total Income 725.67 249.44

Total Expenses (819.38) (424.74)

Profit / (Loss) Before Depreciation (93.71) (175.31)

Depreciation (202.44) (200.67)

Profit / (Loss) Before Extra Ordinary Item & Interest (296.14) (375.98)

Interest - -

Profit/(Loss) Before Tax (296.14) (375.98)

Tax - -

Net Profit / (Loss) after Tax (296.14) (375.98)

Excess Provision written back - -

Net Profit / (Loss) carried to Balance Sheet (296.14) (375.98)

Performance and Operational Review

The Board informs to you that the performance of your Company was not satisfactory during the financial year even though settlement of production level, working out of logistics with respect to movement of finished products from factory, arrangement of raw materials etc was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

During the year, the company has achieved a sales turnover of Rs. 717.39 Lacs in the financial year ending 31 "March, 2013 as compared to Rs. 234.03 Lacs in the year ended 31st March, 2012. The Company has earned income of Rs. 725.67 Lacs in comparison to income of Rs. 249.44 Lacs during the previous financial year.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year

Future Prospects

Company is taking effective steps to improve its production and sales during the year under review. Trading in the equity shares of the Company at BSE

We are very pleased to inform you that from the date of listing of equity shares of the Company with the Bombay Stock Exchanges (w.e.f. June, 2009), the equity shares of the Company are regaining its trading volume day by day on the bourses with the strenuous and fruitful efforts of the Board of Directors and management of the Company. This has provided an extra platform to the proposed investors to invest in the Company and the existing investor more liquidity for entry and exit route in the Company.

Dividend

The Board of Director does not recommend any dividend for the financial Year 2012-2013 due to the loss for the year.

Public Deposit

During the year the Company has not accepted or invited any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Information about Energy Conservation. Technology Absorption and Research & Development and Foreign Exchange earnings and outgo

(A) Energy Conserv ation:

a) Energy conservation measure taken by the Company-:

i. To optimize steam transfer of autoclaves for pre-heating purpose.

ii. To control spillage of green mix and reuse it before getting it dried, so that it can be used without adding extra inputs.

iii. By using certain anti-scaling and anti anti-deoxidizing chemicals for boiler feed water to enhance boiler thermal efficiency.

iv. Resetting of factory shed sheeting in lime area to utilize natural flow of wind efficiently to reduce number of exhaust fans.

b) Additional investment/proposal being implemented for reduction of consumption.

i. '' Second line of steam transfer within the autoclave has been completed.

ii. To ensure proper insulation on all the autoclaves and boilers as well.

iii. Using of CFLs in place of Halogen lights in plant areas.

iv. To utilize broken bricks (waste) powder as a raw material for in house use or for other fly ash based industries.

c) Impact of measures as mentioned above in consumption of energy and on the cost of production of goods.

Saving in energy consumption and waste material utilization will reduce the production cost of the Company and would also help a bit against global warming.

(B) Technology absorption and Research & Development.

With its established in-house research & Development, Sand Plast has built its reputation with customers, government authorities, national & international market and in the society by utilizing

up to 90% of fly ash in the manufacturing of high quality bricks of strength 100 kg per sq. cm and above.

a) Specific area in which research and development carried out by the Company

I. To make utilization of broken bricks (waste) power as a raw material for in house use or for other fly ash based industries.

II. Stabilizations of different raw material composition to get better and economical product.

b) Benefit derived as result of above efforts:

The Research and Development works for the above are at the preliminary stage only but the Company is very hopeful to get the favourable results.

c) Future course of action

Work on above assumptions at different level and to get success and to prove globally that Sand Plast India Limited is the pioneer in the field of ash utilization.

Particulars of Employees

None of the employees are in receipt of remuneration in excess of limits prescribed under Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, therefore, no disclosure is required.

Director''s Responsibility Statement as per Section 217 (2AA) of the Companies Act. 1956 Pursuant to the requirement under section 217 (2AA) of the Companies Act''1956 with respect to director''s responsibility statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the directors had 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 or loss, to be read with notes on accounts, 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 the CSmpanies Act, 1956 for safeguard of the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the accounts for the financial year ended 31s1 March'' 2013 on a "going concern" basis.

Board of Directors

At the AGM held on as a result of retirement by rotation Dr. Ram S. Garg who retire by rotation and offer himself for re-appointment as the independent-director of the Company in the said AGM and being eligible, offer himself for re-appointment.

During the financial year 2012-13, Mr. Suresh Pukhraj Jain resigns from the directorship of the company w.e.f 20lh February, 2013 after giving his resignation letter.

Director''s observation on Audit Report

Attention is invited to point no (vi) (a) i.e. Note. No. 5 of the Balance sheet of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Hon''ble BIFR dated 27th April, 2011 and Secured Creditors i.e. PNB and HUDCO. The Company has not provided interest on PNB dues amounting to Rs. 365.38 Lacs and Rs. 3437.02 Lacs in respect of HUDCO in totality, as a result of the same Secured liabilities and accumulated losses of the company are understated by Rs. 3802.40 Lacs (Including Current year Interest Rs. 452.80).

With reference as per point no. (vi) (a) of the Auditors Report, the dues of the financial instiutions/banks were rescheduled under rehabilitation package pending with the honorable BIFR.

Auditors

M/s D Khanna & Associates, Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received intimation to this effect that their re-appointment, if made, would be within the prescribed limits of Section 224 (IB) of the Companies Act'' 1956.

Management Discussions and Analysis

The Company has, over the years, relentlessly strived to achieve leadership position in its field of business. It has been successful in developing its own technical know-how including designing and development of plant & machinery. It has further been able to achieve use of fly ash including bottom ash and pond ash up to 90% in manufacturing of high quality bricks of the strength of 100 kg per sq. cm and above. The Hon''ble Supreme Court, through its judgment a few years back, has directed that the traditional brick manufactures using brick kilns to use 25% of the fly ash, as the raw material for the purpose of making bricks within the National Capital Territory of Delhi and had suggested adoption of technology "Mechanized Autoclaved Sand Lime Fly Ash Bricks", the one pioneered by your Company. The Govt, of India''s Notification has further made it obligatory for users to specify fly ash products and has made it mandatory for thermal power plants to utilize 100% of ash generated by them over the years.

Your company''s effort has accordingly been proved useful in the light of apex court''s directive and also from the point of view of directions of Govt, of India. Further the real estate business in NCR and other part of the country is now growing up therefore directors are hopeful that it will bring the opportunity to the Company since the Company produces the "Mechanized Autoclaved Sand Lime Fly Ash Bricks" which is one of the main component for the construction industry and real estate business. Further the Company fully organized although the sector of the product is totally un- organized like other traditional brick manufacturer. The product of the Company is also environment friendly and reduces the pollution therefore the Company has also applied to CDM Executive Board for availing carbon credit and same is pending with authorities. However there are also certain other constraints attached with the Company like the plant is situated in NCT of Delhi where there are advantages for the company.

However the management of the Company is hopeful that the performance of the Company will improve in near future.

Corporate Governance - Clause 49 of the Listing Agreement

Your Company has followed Good Corporate Governance Practices since inception and in accordance with the code of Corporate Governance. The detailed report on Corporate Governance along with the certificate from Statutory Auditors in compliance as per Clause 49 of the Listing Agreement is attached herewith as Annexure-I and forms part of this report.

Industrial Relation

Your company has taken significant step in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the company continues to be cordial and peaceful.

Acknowledgement

Your Directors wish to convey their appreciation to all suppliers, promoters, lenders and governments for their invaluable supports and look forward to continued supports in future. The Board of Directors thanks to the appreciation of employees at all the levels for their hard work, dedication and commitment which enable the company make progress ahead.

For and on behalf of the Board of Directors

Sd/-

Place: New Delhi Rajesh Gupta

Dated: 14th August, 2013 (Chairman)

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Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 22 (Twenty Second) Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March' 2011

Operating Results (Rupees in Lacs) Current year Previous year

Total Income 288.44 1935.50

Total Expenses 675.16 969.99

Less: Prior Period Expenses 0.00 3.05

Less: Misc. Exp written Off 0.00 0.00

Less: Provision for FBT 0.00 0.00

Profit / (Loss) carried to Balance Sheet (386.72) 962.46

Performance and Operational Review

The Board informs to you that the performance of your Company was not satisfactory during the financial year even though settlement of production level, working out of logistics with respect to movement of finished products from factory, arrangement of raw materials etc. was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

During the year, the company has Achieved a sales turnover of Rs. 286.46 Lacs as compared to Rs. 551.16 Lacs in the previous year ended 31st March, 2010. The Company has earned income of Rs. 288.44 Lacs in comparison to income of Rs 1935.50 Lacs during the previous financial year.

Trading in the equity shares of the Company at BSE

We are very pleased to inform you that from the date of re-listing of equity shares of the Company with the Bombay Stock Exchanges (w.e.f June, 2009), the equity shares of the Company are regaining its trading volume day by day on the bourses with the strenuous and fruitful efforts of the Board of Directors and management of the Company. This has provided an extra platform to the proposed investors to invest in the Company and the existing investor more liquidity for entry and exit route in the Company.

Future Plans

The Company is hopeful of creating a niche for similar projects and from the projects manufactured by it with a higher price fixation for its good quality products and hopes that it would bear the fruits of its efforts over the past two decades in near future. Your company's unit at New Delhi is pollution free and is a unit likely to save carbon emissions to the atmosphere vis-à-vis traditional brick kilns.

Dividend

The Board of Director does not recommend any dividend for the financial Year 2010-2011.

Deposit

During the year the Company has not accepted or invited any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Information about Energy Conservation, Technology Absorption and Research & Development and Foreign Exchange earning and outgo

(A) Energy Conservation :

a) Energy conservation measure taken by the Company-:

I. To optimize steam transfer of autoclaves for pre-heating purpose.

II. To control spillage of green mix and reuse it before getting it dried, so that it can be used without adding extra inputs.

III. By using certain anti-scaling and anti anti-deoxidizing chemicals for boiler feed water to enhance boiler thermal efficiency.

IV. Resetting of factory shed sheeting in lime area to utilize natural flow of wind efficiency to reduce number of exhaust fans.

b) Additional investment/proposal being implemented for reduction of consumption.

i. Second line of steam transfer within the autoclave has been started.

ii. To ensure proper insulation on all the autoclaves and boilers as well.

iii. Using of CFLs in place of Halogen lights in plant areas.

iv. To utilize broken bricks (waste) powder as a raw material for in house use or for other fly ash based industries.

c) Impact of measures as mentioned above in consumption of energy and on the cost of production of goods.

Saving in energy consumption and waste material utilization will reduce the production cost of the Company and would also help a bit against global warming.

(B) Technology absorption and Research & Development.

With its established in-house research & Development, Sand Plast has built its reputation with customers, government authorities, national & international market and in the society by utilizing up to 90% of fly ash in the manufacturing of high quality bricks of strength 100 kg per sq. cm and above.

a) Specific area in which research and development carried out by the Company

I. To make utilization of broken bricks (waste) power as a raw material for in house use or for other fly ash based industries.

II. Stabilizations of different raw material composition to get better and economical product.

b) Benefit derived as result of above efforts :

The Research and Development works for the above are at the preliminary stage only but the Company is very hopeful to get the favorable results

(c) Future course of action

Work on above assumptions at different level and to get success and to prove globally that Sand Plast India Limited is the pioneer in the field of ash utilization.

(C) Foreign Exchange earning and outgo

The company has not spent any foreign exchange outgo during the financial year. There were no foreign exchange incoming during the financial year.

Particulars of Employees

There were no employees drawing remuneration in excess of limits prescribed under Section 217 (2a).

Director's Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

Pursuant to the requirement under section 217 (2AA) of the Companies Act'1956 with respect to director's responsibility statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March' 2011, the applicable accounting standards have been followed.

(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 or loss, to be read with notes on accounts, 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 the Companies Act' 1956 for safeguard of the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March' 2011 on a "going concern basis.

Board of Directors

At the AGM held on 30th September, 2010 as a result of retirement by rotation, Mr. Shivcharan Manikrao Parvatkar who retired by rotation and offered himself for re-appointment, as the independent-director of the Company in the said AGM. Further, in accordance with the Articles of Association of the Company, Mr. Suresh Pukhraj Jain, being longest in the office retires from office by rotation in the ensuing AGM and being eligible, offer himself for re-appointment.

Directors observation on Audit Report

With reference to Point no. (vi) (a) of Auditor's Report regarding rescheduled amount of secured creditors in the light of submitted Modified Draft Rehabilitation Scheme (MDRS) with the BIFR. The Board of Directors clarify that the management is positive on the approval of MDRS and more specially on one time settlement proposal with both secured creditors namely HUDCO & PNB on the basis of equality and taking same guideline/norms followed by the same secured creditors in the case of another sick company namely M/s Punjab Wool combers Limited, registered with BIFR under reference no. 341/2001, in which case the same secured creditors has settled their dues much below of their principal outstanding.

Auditors

M/s D Khanna & Associates, Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received intimation to this effect that their re-appointment, if made, would be within the prescribed limits of Section 224 (1) of the Companies Act, 1956.

Management Discussions and Analysis

The Company has, over the years, relentlessly strived to achieve leadership position in its field of business. It has been successful in developing its own technical know-how including designing and development of plant & machinery. It has further been able to achieve use of fly ash including bottom ash and pond ash up to 90% in manufacturing of high quality bricks of the strength of 100 kg per sq. cm and above. The Hon'ble Supreme Court, through its judgment a few years back, has directed that the traditional brick manufactures using brick kilns to use 25% of the fly ash, as the raw material for the purpose of making bricks within the National Capital Territory of Delhi and had suggested adoption of technology "fly ash sand lime bricks", the one pioneered by your Company. The Govt. of India's Notification has further made it obligatory for users to specify fly ash products and has made it mandatory for thermal power plants to utilize 100% of ash generated by them over the years.

Your company's effort has accordingly been proved useful in the light of apex court's directive and also from the point of view of directions of Govt. of India. Further the real estate business in NCR and other part of the country is now growing up therefore directors are hopeful that it will bring the opportunity to the Company since the Company produces the flyash bricks which is one of the main component for the construction industry and real estate business. Further the Company fully organized although the sector of the product is totally un-organized like other traditional brick manufacturer. The product of the Company is also environment friendly and reduces the pollution therefore the Company has also applied to CDM Executive Board for availing carbon credit and same is pending with authorities. Further the Company is also in discussion with the NTPC Badarpur for establishing a plant for manufacturing of flyash bricks. However there are also certain other constraints attached with the Company like the plant is situated in NCT of Delhi where there are some difficulties are associated for transportation of finished goods and raw materials.

However the management of the Company is hopeful that the performance of the Company will improve in near future.

Corporate Governance - Clause 49 of the Listing Agreement

The report on Corporate Governance along with the Auditor's Report on its compliance as per clause 49 of the Listing Agreement is attached herewith as Annexure-I.

Industrial Relation

Your company has taken significant step in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the company continues to be cordial and peaceful.

Acknowledgement

Your Directors wish to convey their appreciation to all suppliers, promoters, lenders and governments for their invaluable supports and look forward to continued supports in future. The Board of Directors thanks to the appreciation of employees at all the levels for their hard work, dedication and commitment which enable the company make progress ahead.

For and on behalf of the

Board of Directors

Sd/- Sd/-

S.M. Parvatkar Rajesh Gupta

Director Managing

Director

Place: Mumbai

Dated: 30th May, 2011

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Mar 31, 2010

The Directors are pleased to present the 21st (Twenty First) Annual Report together with the Audited Accounts of your Company for the financial year ended 31El March 2010

Operating Results (Rupees in lacs)

Current year Previous year

Total Income 1935.50 1007.42

Total Expenses 969.99 46.81

Less: Prior Period Expenses 3.05 2.85

Less: Misc. Exp written Off 0.00 3.24

Less: Provision for FBT 0.00 1.30

Profit / (Loss) carried to Balance Sheet 962.46 253.22

Performance and Operational Review

The Board is pleased to inform you that the performance of your Company was satisfactory during the financial year. Settlement of production level, working out of logistics with respect to movement of finished products from factory, arrangement of raw materials etc was also satisfactory in compare to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

During the year the company has recorded a growth of 39.25% with sales of 551.16 Lacs in the financial year ending 31s,March, 2010 comparing to Rs. 395.82 Lacs in the year ended 31st March, 2009. The Company has earned income of Rs. 962.46 Lacs in comparison to income of Rs 253.22 Lacs during the previous financial year.

Trading in the equity shares of the Company at BSE

We are very pleased to inform you that with the strenuous and fruitful efforts of the Board of Directors and management of the Company the equity shares of the Company has been listed with the Bombay Stock Exchange (BSE) and the trading in the equity shares of the Company has been commenced at BSE w.e.f June,2009. This will provide an extra platform for the proposed investors to invest in the Company and the existing investor a more liquidity for entry and exit route in the Company.

Future Plans

The Company is hopeful of creating a niche for similar projects and from the projects manufactured by it with a higher price fixation for its good quality products and hopes that it would bear the fruits of its efforts over the past two decades in near future. Your companys unit at New Delhi is pollution free and is a unit likely to save carbon emissions to the atmosphere vis-a-vis traditional brick kilns.

Dividend

The Board of Director does not recommend any dividend for the financial Year 2009-2010.

Deposit

During the year the Company has not accepted or invited any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Information about Energy Conservation, Technology Absorption and Research & Development and Foreign Exchange earning and outgo

(A) Energy Conservation:

a) Energy conservation measure taken by the Company-:

i) To optimize steam transfer of autoclaves for pre-heating purpose.

j) To control spillage of green mix and reuse it before getting it dried, so that it can be used without

adding extra inputs. k) By using certain anti-scaling and anti anti-deoxidizing chemicals for boiler feed water to enhance boiler thermal efficiency. I) Resetting of factory shed sheeting in lime area to utilize natural flow of wind efficiency to reduce number of exhaust fans.

b) Additional investment/proposal being implemented for reduction of consumption.

i. Second line of steam transfer within the autoclave has been started. ii. To ensure proper insulation on all the autoclaves and boilers as well. iii. Using of CFLs in place of Halogen lights in plant areas.

iv. To utilize broken bricks (waste) powder as a raw material for in house use or for other fly ash based industries.

c) Impact of measures as mentioned above in consumption of energy and on the cost of production of goods.

Saving in energy consumption and waste material utilization will reduce the production cost of the Company and would also help a bit against global warming.

(B) Technology absorption and Research & Development.

With its established in-house research & Development, Sand Plast has built its reputation with customers, government authorities, national & international market and in the society by utilizing up to 90% of fly ash in the manufacturing of high quality bricks of strength 100 kg per sq. cm and above.

a) Specific area in which research and development carried out by the Company

I. To make utilization of broken bricks (waste) power as a raw material for in house use or for other fly ash based industries.

II. Stabilizations of different raw material composition to get better and economical product.

b) Benefit derived as result of above efforts :

The Research and Development works for the above are at the preliminary stage only but the Company is very hopeful to get the favourable results

(c) Future course of action

Work on above assumptions at different level and to get success and to prove globally that Sand Plast India Limited is the pioneer in the field of ash utilization.

(C) Foreign Exchange earning and outgo

The company has not spent any foreign exchange outgo during the financial year. There were no foreign exchange incoming during the financial year.

Particulars of Employees

There were no employees drawing remuneration in excess of limits prescribed under Section 217 (2a).

Directors Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

Pursuant to the requirement under section 217 (2AA) of the Companies Act1956 with respect to directors responsibility statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31sl March 2010, the applicable accounting standards have been followed.

(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 or loss, to be read with notes on accounts, 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 the Companies Act 1956 for safeguard of the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March 2010 on a "going concern" basis. i

Board of Directors

During the financial year Mr. Mehmood Pracha was ceased to be a director of the Company at the AGM held on 28,h August, 2009 as a result of retirement by rotation. Mr. Suresh Pukhraj Jain was appointed as the independent- director of the Company in the said-AGM. Further In accordance with the Articles of Association of the Company, Mr. Shivcharan Manikrao Parvatkar, being longest in the office retires from office by rotation in the ensuing AGM and being eligible, offer himself for re-appointment.

Directors observation on Audit Report

With reference to Point no. (vi) (a) of Auditors Report regarding rescheduled amount of secured creditors in the light of submitted Modified Draft Rehabilitation Scheme with the BIFR. In this respect the Board of Directors clarify that the management is positive on the approval of MDRS and more specially on one time settlement proposal with both secured creditors namely HUDCO & PNB on the basis of equality and taking same guideline/norms followed by the same secured creditors in the case of another sick company namely M/s Punjab Wool combers Limited, registered with BIFR under reference no.341/2001, in which case the same secured creditors has settled their dues much below of their principal outstanding.

Auditors

M/s D Khanna & Associates, Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received intimation to this effect that their re-appointment, if made, would be within the prescribed limits of Section 224 (1) of the Companies Act 1956.

Acknowledgement

Your Directors wish to convey their appreciation to all suppliers, promoters, lenders and governments for their invaluable supports and look forward to continued supports in future. The Board of Directors thanks to the appreciation . of employees at all the levels for their hard work, dedication and commitment which enable the company make progress ahead.

For and on behalf of the Board of Directors



Sd/- Sd/-

S.M. Parvatkar Rajesh Gupta

Director Managing Director

Place : Mumbai

Dated : 28thMay, 2010

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Mar 31, 2000

Not Available