DIRECTOR'S REPORT




TO,

The Shareholders,

The Directors herby present the 15th Annual Report, together with the audited statement of account for the year ended 31st March 2001. As indicated by the Board in the last year's report, the industrial climate, during the year under review continued to remain depressed, particularly in the steel and automobile industry where the recessionary conditions affected the growth of these business. Market situation was not very bright and there was a marked lack of buoyancy in the steel industry.

Continued effort by the management for strict cost reduction and improved working capital management contributed towards the below mentioned profitability


1) FINANCIAL RESULTS
Summarized results for the year are as under:
For the year ended
31.03.2001
(Rs. Lacs)
For the year ended
31.03.2000
(Rs. Lacs)


Total Income 42,144.12 41,911.82
Total Expenditure 34,588.98 34,312.95
Gross Profit 7,555.14 7,598.87
Interest 3,841.57 4,225.25
Profit before Depreciation 3,713.57 3,373.62
Depreciation 2,485.31 2,406.77
Deferred Revenue Expenditure
Partially Written off
     89.82      89.02
Profit/(Loss) before Tax 1,138.44 877.83


2) MARKET SCENARIO
Despite the domestic market continued to be in recession particularly the automobile sector, which operated lower level, however the sales were increased mainly on account of sales of grades with higher contributions which increased the average net sales realization. Exports of 36,734 tons showed a growth of 44.7% as compared to that of the corresponding period accounting for 19.2 % of the total sales volume.


3) POWER PLANT
During the year under review, the power plant generated 1085.91 Lacs kWh, in the corresponding period. Thus 7% increase in generation of power installation of additional Captive Power Plant of 15 MW is under consideration and no objection Certificate from M.S.E.B. is awaited.


4) FINANCE
Inspite of sluggish market and general increase in the cost of inputs, your Company has ended the year with a profit before Tax of Rs. 1138.44 Lacs. After taking into account the brought forward profit of Rs. 342.52 Lacs, your Company has carried forward an amount of Rs. 1345.51 Lacs.

During the year under review, your Company has paid/adjusted Rs. 16.23 Crores to M.S.E.B. against the liability, leaving a balance of Rs. 2.16 Crores which will be cleared before 31st May, 2001.


5) OPERATIONS
The total production of 1,90,445 MT in our Steel Melt Shop plant was 7% less than the production of the previous year which was 2,04,266 MT.

The total production of rolled products during the year was 1,84,800 MT against 1,96,919 MT as of the previous year. The plant has developed new sizes in Flats and Rounds as well as a new profile in the form of Hexagon.


6) PUBLIC DEPOSITES
During the year the company has neither accepted nor renewed any Fixed Deposits. Repayments were made to the deposit holder on due date and there was no unpaid/unclaimed deposit as on 31.03.2001.


7) DEMATERIALISATION OF SHARES
Upto 31.03.2001 there were approx. 650 lacs shares dematerialised through Depositories viz. National securities Depository Limited and Central Depository Services India Limited which represents 40% of the Paid up Capital


8) LISTING OF SHARES
Company's shares have been listed with leading Six Stock Exchanges viz. Bombay, Delhi, Chennai, Calcutta, Ahmedabad & Pune and Annual Listing Fees were paid upto 31.03.2001.


9) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure to this report.


10) DIRECTORES
During the year, Life Insurance Corporation of India and Industrial Development Bank of India have withdrawn their nomination of Shri T.V. Ramao and Shri R.C. Razdan and instead they have appointed Shri N. Lakshmanan and Shri R.M. Ganatra as their nominees with effect from 30.20.2000 and 19.03.2001 respectively

Your Directors wish to place on record the valuable services rendered by Shri.T V Ramarao and Shri R.C. Razdan and welcome the appointment of Shri.N. Lakshmanan and Shri R.M. Ganatra.

Effective 17th January, 2001 Shri.Pranav Bhardwaj as Joint Managing.

Pursuant to Article 150 of the Articles of Association of the Company Shri.C.M.Shah. Dr. E.R.C. Shekar Shri.Alok Bharadwaj retire by rotation. Shri.C.M.Shah. Dr. E.R.C. Shekar and Shri.Alok Bharadwaj offer themselves for re-appointment.


11) INDUSTRIAL RELATIONS
Industrial Relations remained largely cordial during the year. Several training schemes, both in-house and external, were conducted and the employee's development and welfare schemes continue to be implemented.


12) PERSONNEL
Information as per Section 217(2A) of the Companies Act, 1956, read with companies (particulars of Employees) Rules, 1975, forms part of this report. As per provisions of Section 219(1)(b)(iv) of the companies act 1956, the reports and accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A). Any shareholder interested in obtaining a copy of this statement, may write to the Secretary at the Registered Office of the Company.


13) AUDITOR'S REPORT
The observations made by the Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Accounts.


14) AUDITORS
M/S Patel, Shah & Joshi, the existing Auditors are eligible and are recommended for re-appointment as Statutory Auditors till the conclusion of the next Annual General Meeting. The auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956.


15) COST AUDIT
Your Directors have appointed M/s. Tholiya & Associates, Cost Accountants & Cost Auditors to audit the cost accounts for the ending 31st March, 2001.


16) AUDIT COMMITTEE
Board has constituted an Audit Committee containing Shri C.M. Shah, Chairman, Dr. E.R.C. Shekar, Shri K. Chandramouli (UTI Nominee) and Shri R.M. Ganatra (IDBI Nominee) as a good corporate Governance.


17) DIRECTOR'S RESPONSIBILITY STATEMENT

Directors confirm


(i)   that the preparation of the annual accounts, the applicable accounting standards have been       followed alongwith proper explanation relating to material departures.
(ii)  that the Directors have selected prudent accounting policies.
(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.
(iv) that the Directors have prepared the annual accounts on a going concern basis.


18) ACKNOWLEDGEMENT
Directors acknowledge with thanks co-operation and assistance received by the Company from the Central and State Government, Financial Institutions and Banks. The Directors also record their appreciation of the dedication of all the employees of the company for their support and commitment to ensure that the Company continues to grow.


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st, March, 2001


BALANCE SHEET AS AT 31st March, 2001

For and on behalf of the Board


P.B. BHARDWAJ

CHAIRMAN

NAGPUR 23rd April, 2001.


SUNFLAG IRON & STEEL CO. LTD

33 Mount Road, Sadar, Nagpur 440 001
India
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