DIRECTOR'S REPORT

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TO,

The Shareholders,

The Directors herby present the 16th Annual Report, together with the audited statement of account for the year 31st March 2002. 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 31.03.2002 (Rs. Lacs)	For the year ended 31.03.2001 (Rs. Lacs)
Total Income	40,977.94	42,144.12
Total Expenditure	34,514.44	34,588.98
Gross Profit	6,463.50	7,555.14
Interest	2,952.69	3,841.57
Profit before Depreciation	3,510.81	3,713.57
Depreciation	2,497.17	2,485.31
Deferred Revenue Expenditure Partially Written off	70.69	89.82
Profit/(Loss) before Tax	942.45	1,138.44

2) MARKET SCENARIO
The domestic market continued to be in recession particularly the automobile sector, which operated lower level, the sales were reduced mainly on account of sales of grades with lesser contributions which decreased the average net sales realization. Exports of 34,747 tons showed a growth of -4.36% as compared to that of the corresponding period accounting for 44.7 % of the Export sales volume.

3) POWER PLANT
During the year under review, the power plant generated 1103.54 Lacs kWh as compared to 1156.14 Lacs kWh in the corresponding period. Thus 4.5% decrease in generation of power. Installation of Captive Power Plant of 10 MW is under consideration.

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. 942.95 Lacs. After taking into account the brought forward profit of Rs. 1345.51 Lacs, your Company has carried forward an amount of Rs. 2201.48 Lacs.

5) OPERATIONS
The total production of 1,93,846 MT in our Steel Melt Shop was 1.75% more than the production of the previous year which was 1,90,445 MT.

The total production of rolled products during the year was 1,78,984 MT against 1,84,800 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 31.03.2002.

7) DEMATERIALISATION OF SHARES
Upto 31.03.2002 there were approx. 677.48 lacs shares dematerialised through Depositories viz. National securities Depository Limited and Central Depository Services India Limited which represents 41.77% 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 31.03.2002.

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

Effective
i) 25.10.2001 Shri D. B. Moharil has been appointed as Additional Director.
ii) 17.05.2002 has has been elevated as a Whole Time Director.

Pursuant to Article 150 of the Articles of Association of the Company Shri C. M. Shah and Dr. E. R. C. Shekar retire by rotation. Shri C. M. Shah and Dr. E. R. C. Shekar 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. Paliwal Associates, Cost Accountants & Cost Auditors to audit the Cost Accounts for the ending 31st March, 2002.

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) CORPORATE GOVERNANCE REPORT
You Directors are pleased to report that your Company has complied with the SEBI Guidelines on Corporate Governance as of 31st March,2002 relating to Clause 49 of the Listing Agreement with concerned Stock Exchanges.

18) 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.

19) 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, 2002

BALANCE SHEET AS AT 31st March, 2002

For and on behalf of the Board

P.B. BHARDWAJ

CHAIRMAN

NAGPUR 23rd May, 2002.