1. As required by the Manufacturing and Other Companies (Auditors' Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

(a) we have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books ;

(c) the Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Profit and Loss Account and the Balance Sheet comply, with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the Directors as on 31st March 2001 and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2001 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon subject to:

Note No. 6 Regarding change in accounting policies for foreign currency transactions.

Note No. 7 Regarding non-provision of interest on loans from banks

Note No. 8 Regarding capitalisation of interest pertaining to Term Loan from financial institution.

Give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view-

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2001

and

(ii) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date.

                                          For Vivekanandan Associates
                                              Chartered Accountants

27th October 2001                                 S. DEHALEESAN
Chennai-600019                                       Partner

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF AGRI MARINE EXPORTS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31ST 2001.

Internal Controls

1. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of raw material including components, plant and machinery, equipment and other assets and for the sale of goods.

2. The company has an internal Audit System commensurate with the size and nature of its business.

Fixed Assets

3. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We were informed that the Fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

4. None of the fixed assets have been revalued during the year.

Inventories

5. The stock of finished goods, and consumables have been physically verified by the management at reasonable intervals during the year.

6. In our opinion the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

7. The discrepencies notified in verification between physical stocks and book records were not material in relation to the operations of the company and same have been properly dealt with in the books of account.

8. In the absence of physical verification of stock report the valuation of closing stock given by the management has been adopted.

9. As explained to us there were no unserviceable or damaged stores (or) raw material to be determined at the end of the year.

10. As explained to us the company's operations do not generate any significant scrap or by-products.

Loans and Advances

11. The Company has not taken any secured/unsecured loans from companies, firms or other parties listed in the register maintained under section 301 and we are informed that there are no companies under the same management as defined in section 370(1 B) of the Companies Act, 1956.

12. The Company has granted unsecured loans of Rs.77,21,985.16 to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and the terms and conditions are not prima facie prejudicial to the interest of the company and it has been explained to us that there are no companies under the same management as defined in section 370(18) of the Companies Act, 1956.

13. The employees to whom loans interest free advances in the nature of loans respectively were given, are repaying the principal amount as stipulated.

Related Parties

14. During the year there were purchase of goods or material and sale of goods, material or services exceeding Rs. 50.000/- in value from/to firms, companies and other parties in which directors are interested in pursuance of contracts entered into with them as maintained under section 301 of the Companies Act, 1956 at prices which are reasonable having regard to prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

Fixed Deposits

15. The Company has not accepted any deposits from public during the year and therefore the question of compliance with the directives issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 does notarise.

Staff Welfare

16. The company has not been regular in depositing Provident Fund (PF) and Employees State Insurance (ESI) dues with the respective authorities.

Taxation

17. There has been no undisputed amounts payable in respect of Customs Duty and Excise Duty as at 31st March 2001 outstanding for a period more than six months from the date on which they become payable. The Company is yet to remit Rs.96,587/- towards Wealth Tax for the Assessment years 1996-97 to 2000-01 and Rs. 10,71,361/-(including Rs.9,09,241) towards interest for the Assessment year 1996-97.

Others

18. We are informed that maintenance of cost records has not been prescribed by the Central Government for the Industry under Section 209 (1) (d) of the Companies Act, 1956.

19. According to the information and explanations given to us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally accepted business practices.

20. The company is a sick industrial company within the meaning of section 3(1 )(0) of the Sick Industrial Companies (Special Provisions) Act, 1985. The company has referred the same to Board for Industrial and Financial Reconstruction seeking itself to be declared "Sick" under the said Act.