We have audited the annexed Balance Sheet of TRANSGLOBE FOODS LIMITED,
 as on 31st March, 2001 and the annexed Profit and Loss Account for the
 year ended on that date and we report that :
 
 1.0 As required by the Manufacturing and other Companies (Auditors'
 Report) Order, 1988, issued by the Government of India, Department of
 Company Affairs in terms of section 227(4A) of the Companies Act 1956,
 We enclose in the annexure a statement on the matter specified in
 paragraph 4 and 5 of the said order
 
 2.0 Further, to our comments in the annexure referred to in paragraph 1
 above.
 
 2.1 We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 2.2 In our opinion, proper books of accounts as required by Law have
 been kept by the Company so far as it appears from our examination of
 the books.
 
 2.3 The Balance Sheet and Profit & Loss Account refer to in this report
 are in agreement with the books of ac counts of the Company.
 
 2.4 In our opinion, the Profit & Loss Account and the Balance Sheet
 dealt with by this report comply with the Accounting standards referred
 to in sub-section 211(3C) of the Companies Act, 1956.
 
 2.5 As per the information and explanations given to us, none of the
 directors of the Company is disqualified from being appointed as a
 director under clause (g) of sub-section (1) of Section 274 of the
 Companies Act, 1956.
 
 2.6 In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet & Profit & loss
 Account read together with the Significant accounting policies and
 notes there on give the information as required by the Companies Act,
 1956 in the manner so required and give a true and fair view.
 
 a) In the case of the Balance Sheet of the state of affairs of the
 Company as at 31st March, 2001.
 
 b) In the case of Profit & Loss Account of the Company of the profit
 for the year ended on that date.
 
                                            For R. P. Saglani & CO.
                                             Chartered Accountants
 
                                                 (R. P. Saglani)
                                                   Proprietor
 
 Place : RAJKOT 
 Date  : 30th August, 2001
 
 ANNEXURE TO THE AUDITORS' REPORT
 
 i) The Company has maintained proper records showing full particulars
 of fixed assets. The fixed assets of the Company have been physically
 verified during the year by the management and we are informed that no
 mate rial discrepancies were noticed by the management on such
 verification.
 
 ii) None of the fixed assets of the Company have been revalued during
 the year.
 
 iii) The stocks of Finished Goods, Raw Material, Fuel & Scraps of the
 Company have been physically verified by the Management during the year
 at reasonable intervals.
 
 iv) The procedures followed by the management for physical verification
 of stocks are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 v) The discrepancies noticed on such verification between the physical
 stock and books records were not material and have been properly dealt
 with in the books of accounts. In our opinion, the valuation of stock
 is fair & reason able in accordance with the normally accepted
 accounting Principles and is on the same basis of previous year.
 
 vi) The Company has not accepted Unsecured loans from Directors and
 shareholders, as listed in the Register maintained by the Company under
 section 301 of the Companies Act, 1956.
 
 vii) The Company has granted loans or advances to companies, or any
 other party in nature of loan, as per register maintained under section
 301 of Companies Act 1956. We are informed that there are no companies
 under the same management within the meaning of section 370 of
 Companies Act 1956.
 
 viii) In our opinion and according to the information and explanations
 given to us, some of the items purchased are of a special nature and
 comparable alternative quotations are not available, there are adequate
 internal control procedures commensurate with the size of the Company
 and the nature of its business with regard to purchases of stores, raw
 materials (including components), plant and machinery, equipment and
 other assets, and for the sale of goods.
 
 ix) In our opinion and according to the information & explanations
 given to us, the sale of goods, materials as entered in the Register
 maintained under Section 301 of the Companies Act, 1956 and aggregating
 during the year to Rs.  50,000/- or more in respect of each party have
 been made at prices which are reasonable having regard to prevailing
 market prices at which transactions for similar goods materials or
 services have been made with other parties.
 
 x) As explained to us, the Company has a procedure for determination of
 unserviceable or damaged Stores, Raw Materials and adequate provision
 has been made in the accounts for the loss so determined.
 
 xi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from Public under
 the provisions of section 58A of the Companies Act,1956, and the
 Companies (Acceptance of Deposits) Rules, 1975.
 
 xii) The Company has maintained reasonable records for the sale and
 disposal of scrap/Wastage.
 
 xiii) The Company is having direct supervision of whole time director
 and as certified by the management presently transactions of the
 company is managable. Control is being made by management and internal
 Audit system is still to be implemented.
 
 xiv) We are informed that the Central Government has not prescribed
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956.
 
 xv) According to the records of the Company, provident fund and
 employees state insurance dues have been deposited during the year with
 the appropriate authorities.
 
 xvi) As at 31st March, 2001 as informed to us there were no amounts
 outstanding in respect of undisputed Income-tax, Wealth-tax, Sales Tax
 and Excise duty which were due for more than six months from the date
 they became payable.
 
 xvii) During the course of examination of books of accounts carried out
 in accordance with generally accepted auditing practices, we have not
 come across of any personal expenses other than expenses under
 contractual obligations and/or generally accepted business practices
 which have been charged to revenue account.
 
 xviii) Provisions of Sick Industrial Company (Special Provision) Act,
 1985 are not applicable to the Company.  
 
 xix) In respect of the Company's trading activity, we are informed 
 that there are no damaged stocks.