We have audited the attached Balance Sheet of M/S. DUKE OFFSHORE
 LIMITED, as on 31st March, 2012 and also the Statement of Profit and
 Loss and also the cash flow statement for the year ended 31st March,
 2012 annexed thereto. These financial statements are the responsibility
 of the company''s management.  Our responsibility is to express an
 opinion on these financial statements based on our audit.
 
 1.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. These Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 2.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order, to the extent applicable.
 
 3.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (i) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purposes of
 our audit; 
 
 (ii) 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
 these books of the Company.  
 
 (iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.  
 
 (iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
 and Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956;
 
 (v) Based on the representations made by the Directors of the Company
 and taken on record by the Board of Directors and the information and
 explanations given to us, we report that none of the Director of the
 Company is disqualified from being appointed as a Director of the
 Company, as on 31.03.2012 in terms of clause (g) of sub - section (1)
 of Section 274 of the Companies Act, 1956.  
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements, read
 together with the notes thereon and subject to Notes No. Q (c) relating
 to non provision of Gratuity Liability in compliance with AS 15, give
 the information required by the Companies Act, 1956, in the manner so
 required and present a true and fair view in conformity with the
 accounting principles generally accepted in India;
 
 (a) In the case of the Balance Sheet, of the state of a affairs of the
 company as at 31st March 2012 and
 
 (b) In the case of the Statement of Profit and Loss, of the profit of
 the year for the year ended on 31st March, 2012.
 
 (c) In the case of Cash flow statement, of the Cash Flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF REPORT OF
 EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH, 2012
 
 As required by the Companies(Auditors Report) Order, 2003 issued by
 the Central Government of India in terms of sub-section (4A) of section
 227 of the Companies Act, 1956 our comments in respect of matters
 specified in paragraphs 4 and 5 of the said order are as follows: 
 
 i.In respect of its fixed assets:
 
 (a) According to the information and explanations given to us and in
 our opinion, the Company has maintained proper records showing full
 particulars, including quantitative details and the situation of fixed
 assets.
 
 (b) According to the information and explanations given to us, the
 fixed assets have been physically verified by the management during the
 year at reasonable intervals. As explained to us, no material
 discrepancies were noticed as compared to the book records, on such
 physical verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has not made substantial disposal of the fixed
 assets during the year and the going concern status of the Company is
 not affected.
 
 ii. In respect of its inventories:
 
 (a) The inventories have been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.  
 
 (c) The Company has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventories as compared to the book records.
 
 iii. In respect of the loans, secured or unsecured, granted or taken by
 the Company to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956:
 
 (a) As explained to us, the Company has not granted any loans, secured
 or unsecured, to companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 (b) According to the information and explanations given to us, the
 Company has taken interest free loan from One (1) party listed in the
 register maintained under section 301 of the Companies Act, 1956. In
 respect of said loan, the maximum amount outstanding at any time during
 the year was Rs.  45,00,000/- and the year-end balance of loans taken
 from this party was Rs.45,00,000/-.
 
 (c) In our opinion and according to information and explanations given
 to us, other terms and conditions of loans taken by the company are not
 prima facie prejudicial to the interest of the Company.
 
 (d) According to the information and explanations given to us, the
 company is generally regular in repaying the principal amount.
 
 iv. In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and nature of its business
 for the purchase of fixed assets and also for sale of Services. During
 the course of our audit, we have not observed any continuing failure to
 correct major weaknesses in internal controls procedure.
 
 v. In respect of transactions entered in the register maintained in
 pursuance of section 301 of the Companies Act, 1956 in our opinion and
 according to information and explanations given to us, there are no
 transactions made in pursuance of contracts or arrangements that needed
 to be entered into the register maintained under section 301 of the
 Companies Act, 1956, and consequently the paragraph v(b) of the order
 is not applicable.
 
 vi. In our opinion and according to the information and explanations
 given to us, the company has complied with the Provisions of Section
 58A of the companies Act and its rules, and also the directives of
 Reserve Bank of India. Since the company has not defaulted in repayment
 of deposits, compliance of Section 58AA of the Companies Act and its
 Rules, does not apply.
 
 vii. According to the information and explanations given to us and in
 our opinion, the Company has no formal internal audit department as
 such. However, its control procedures ensure reasonable internal
 checking of its financial and other records.
 
 viii. According to the information and explanations given to us, the
 maintenance of cost records have not been prescribed by the Central
 Government under section 209 (1) (d) of the Companies Act, 1956, in
 respect of activities of the Company.
 
 ix. In Respect of Statutory Dues:
 
 (a) According to the information and explanations given to us and
 according to the records, the Company has been regular in depositing
 undisputed statutory dues, including, Income Tax, and any other
 statutory dues with appropriate authorities during the year. As per the
 information and explanations given to us and in our opinion, the
 statutes relating to Sales Tax, Employees Provident Fund, Employee''s
 State Insurance, Customs Duty, Excise Duty & Cess, are not applicable
 to the Company.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date of them becoming payable.
 
 (b) The disputed statutory dues being interest U/s. 234 aggregating to
 Rs. 1,452,975/- for the A.Y. 2003 - 04 that have not been deposited on
 account of pending waiver application before appropriate authorities
 are as under.
 
 Name of the    Nature of  Amount      Period to      Forum where 
 Statue         Dues       Rs.         which amount   the case
                                       relates        is pending
 
 Income Tax     Income     1,452,975   2003-2004      Income Tax 
 Act 1961                                             Appellate
                                                      Tribunal
                                                      Range -10(1) 
                                                      Mumbai
  
 x.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 the financial year.  
 
 xi. In our opinion and according to information and explanations given
 to us, the Company has no outstanding dues at the beginning of the year
 and has not taken any dues during the financial year and therefore the
 question of default in repayment of dues to financial institutions,
 banks and debenture holders does not arise.  
 
 xii. In our opinion and according to information and explanations given
 to us, the Company has not given any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii. In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/mutual benefit
 fund/society. Accordingly, the clause 4(xiii) and sub-clauses (a) to
 (d) of the Order is not applicable to the Company.  
 
 xiv. In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in share,
 securities, debentures and other investments.  
 
 xv.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.  
 
 xvi. According to the information and explanations given to us, the
 Company has not availed any term loans and consequently the paragraph
 4(xvi) of the Order is not applicable to the Company.  
 
 xvii. According to the information and explanations given to us, the
 Company has not raised any funds on short-term or long-term basis and
 consequently the paragraph 4(xvii) of the Order is not applicable to
 the Company.
 
 xviii. During the year the Company has not made any preferential
 allotment of shares to parties and companies covered in the register
 maintained under section 301 of the Companies Act, 1956.  
 
 xix.  According to the information and explanations given to us, the
 Company has not issued any debentures and consequently the paragraph
 (xix) of the Order is not applicable.  
 
 xx.  The Company has not raised any money by public issue during the
 year.  
 
 xxi.In our opinion and according to the information and explanation
 given to us, no material fraud on or by the Company has been noticed or
 reported during the year.
 
                                        For B. B. Shah & Company
                                            Chartered Accountants
                                            Firm Reg. No. 129121W
 
 
                                                             Sd/-
 
                                                CA. Bipin B. Shah
                                                        (Partner)
                                             Membership No. 16862
 
 
 Place : Mumbai 
 Date : 28th May, 2012