The Members,
Universal Starch-Chem Allied Limited,
Mumbai.

We have reviewed the records concerning the Company’s compliance of conditions of Corporate Governance by Universal Starch-Chem Allied Limited for the year ended 31st March, 2004, as stipulated in Clause 49 of the Listing Agreement of the said company with the Stock Exchange in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and the management, we certify that the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.

On the basis of the records maintained by the Shareholders/Investors Grievance Committee of the company, we state that, there were no investor grievances pending against the company for a period exceeding one month.

We further state that, such compliance is neither an assurance as to the future viability of the company, nor as to the efficiency or effectiveness with which the management has conducted the affairs of the company.