1.  We have examined the attached Balance Sheet of NEPTUNE EXPORTS
 LIMITED as at 31st March, 2012 and also the Statement of Profit and
 Loss for the year ended on that date annexed hereto. 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.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standard 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.
 
 3.  As required by Companies (Auditor''s 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 as annexure a
 statement on the matters specified in paragraphs 4 & 5 of the said
 order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above we report that :
 
 i.  (a) The Company has filed suit against one of its Ex-Director for
 recovery of sums, which include cash in hand of Rs. 46,173.87.
 
 b) No provision has been made in the counts in respect of advances
 amounting to Rs. 3,89,179.00 and SecurityDeposit of Rs. 12000.00, which in
 our opinion are doubtful of recovery.
 
 The cumulative effect of (a) &(b) may adversely effect the profit for
 the year as well as year end net assets to the extent of Rs. 4,47,352.87.
 
 ii.  Subject to what has been stated in 4(i) above -
 
 a) 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.
 
 b) In our opinion, proper books of accounts, as required by law, have
 been kept by the company, so far as appears from our examination of
 those books.
 
 c) The Balance Sheet and Statement of Profit and Loss dealt with by
 this report are in agreement with the books of accounts.
 
 d) In our opinion, the Balance Sheet and the Statement of Profit and
 Loss dealt with by this report 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 representation received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors were disqualified as on 31.03.2012 from being appointed
 as a Director in terms of clause (g) of sub-section 274 of the
 Companies Act, 1956.
 
 In our opinion and to the best of our information and according to the
 explanations given to us the said accounts together with schedule and
 notes give the information required by the Companies Act, 1956, in the
 manner so required and give a true and fair view in conformity with
 accounting principles generally accepted in India:
 
 (i) in the case of Balance Sheet, of the state of affairs of the
 company as at 31st March, 2012
 
 (ii) in the case of the Statement of Profit and Loss of the Profit for
 the year ended on that date and
 
 (iii) in the case of the Cash Flow Statement, of the cash flow for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 1.  a) The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets. The fixed assets have been physically verified by the
 management at reasonable intervals.  Material discrepancy was not
 noticed on such verification. In our opinion the frequency of
 verification is reasonable.
 
 b) None of the fixed assets have been revalued during the year.
 
 c) According to the information and explanations furnished to us, we
 are of the opinion that the company has not disposed off any
 substantial parts of its fixed assets.
 
 2.  The company did not have any physical stock during the year.
 
 3.  The company has neither granted nor taken any loan secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 4.  In our opinion, formed on the basis of the information and
 explanations given to us the internal control procedure for the
 purchase of inventory and Fixed Assets and sale of goods is adequate
 and commensurate with the size of the company and nature of its
 business. We have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the aforesaid
 internal control procedure.
 
 5.  a) According to the information and explanations given to us, we
 are of the opinion there are no transactions that need to be entered in
 the register maintained under section 301 of the Companies Act, 1956.
 
 b) According to the information and explanations given to us, we are of
 the opinion there is no transaction made in pursuance of a contract or
 arrangement entered in the register in pursuance of Section 301 of the
 Companies Act, 1956.
 
 6.  The Company has not accepted deposits from the public as per
 provisions of Section 58A and 58AA of the Companies Act, 1956.
 
 7.  The Company has an internal audit system commensurate with its size
 and nature of its business.
 
 8.  We have been informed that maintenance of cost records has not been
 prescribed by the Central Government under section 209(1 )(d) of the
 Companies Act, 1956 in respect of the company''s activities.
 
 9.  a) According to the information and explanations given to us and
 the records of the company examined by us, we were of the opinion that
 the company is regular in depositing the undisputed statutory dues.
 
 b) According to the information and explanations given to us, the
 Company has not deposited following dues on account of dispute with
 appropriate authority
 
 Name of   Nature of      Amount      Period to which       Forum where
 Statute   Dues                Rs.      the amount            dispute is
                                      relates               pending
 
 Income 
 Tax       Income Tax    9,27,052/-   2001-02                 ITAT
 
 Act, 1961              17,36,488/-   2002-03                 ITAT
 
                         3,07,736/-   2006-07                  CIT (A)
 
 10.  The Company has no accumulated losses as on 31st March, 2012. The
 company has not suffered cash loss in the financial year ended 31st
 March, 2012.The company did not suffer cash loss in the financial year
 ended on 31st March 2011.
 
 11.  The company has not defaulted in repayment of dues to a financial
 institution or bank or debenture holders.
 
 12.  The Company has not granted any loan or advances on the basis of
 security by way of pledge of any of shares, debentures and other
 security.
 
 13.  The provisions of any special statute applicable to chit
 fund/mutual benefit fund/societies are not applicable to the company.
 
 14.  In our opinion the company is not a dealer or trader in share,
 securities, debenture and other securities.
 
 15.  The Company has not given any guarantee for loans taken by others
 from banks or financial institution.
 
 16.  The Company has not obtained any term loan.
 
 17.  The Company has not raised any short term funds.
 
 18.  The Company has not made any allotment of shares during the year.
 
 19.  The Company has not issued any debenture during the year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  During the course of our examination of the books and records of
 the company carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 material fraud on or by the company, noticed or reported during the
 year nor have we been informed of such case by the management.
 
                                            For L.B.JHA& CO., CALCUTTA
 
                                                 Chartered Accountants
                                                           FRN 301086E
 
                                                        Amitava Sarkar
 
 Place Kolkata                                              Proprieter
 
 Date : 18th May, 2012                          Membership No.: 050290