We have audited the attached Balance Sheet of SEA GOLD AQUA FARMS
 LIMITED as at 31.03.2011 and also the Profit and Loss Account for the
 year ended on that date 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.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those 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.
 
 As required by the Companies'' (Auditor''s Report) Order, 2003, issued by
 the Central Government of India, in terms of Section 227(4A) of the
 Companies ActT956, we enclose in the Annexure a statement on the
 matters specified in paragraph 4 and 5 of the said order.
 
 Further to our comments in the annexure referred to above, we report
 that:
 
 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 for as it appears from our examination of
 those books.
 
 c) The Balance Sheet and Profit & Loss account dealt with by this
 report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet and Profit and Loss account dealt
 with by this report comply with the mandatory Accounting Standards
 referred to in Sub-Section 3(C) of Section 211 of the Companies
 ActT956.
 
 e) On the basis of the written representations received from the
 directors, as on 31st March ''2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March ''2011 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 give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India,
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March''2011;
 
 ii) In the case of the Profit and Loss Account, of the LOSS of the
 Company for the year ended on that date; and
 
 iii) In the case of Cash Flow statement, of the cash flows for the year
 ended on that date
 
 ANNEXURE TO 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 fixed assets.
 
 (b) All the assets have not been physically verified by the management
 during the year but there is a regular programme of verification which,
 in our opinion, is reasonable having regard to the size of the company
 and the nature of its business. No material discrepancies were noticed
 on such physical verification.
 
 2.  (a) The inventories have been physically verified by the management
 during the year at reasonable intervals.
 
 (b) The procedures of physical verification of the 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 and
 discrepancies noticed on physical verification of inventories as
 compared to book records were not material.
 
 3.  (a) In our opinion, the Company has neither granted nor taken any
 loans to/from companies, firms or other parties covered in the
 Register, maintained under Section 301 of the Companies Act, 1956;
 
 (b) In our opinion, the rate of interest and other terms and conditions
 in respect of unsecured loans given by the company to its employees and
 others, are in our opinion, prima facie not prejudicial to the interest
 of the Company;
 
 (c) In respect of such loans given by the Company, where stipulations
 have been made, they have generally repaid the principal amounts as
 stipulated and have been regular in payment of interest, where
 applicable;
 
 (d) In respect of such loans given by the Company, there are no overdue
 amounts more than Rs.1,00,000/-.
 
 4.  In our opinion, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories, fixed assets and for
 the sale of goods.
 
 5.  (a) In our opinion, there are no transactions made in pursuance of
 contracts or arrangements, that need to be entered into the register
 maintained under section 301 of the Companies Act, 1956.
 
 (b) In our opinion, there are no transactions of purchase and sale of
 goods, materials and services made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 aggregating during the year to Rs.5,00,000- or
 more in respect of each party.
 
 6.  In our opinion and according to the information and explanation
 given to us, the Company has not accepted any Deposits as defined under
 Section 58A of the Companies Act, 1956 .
 
 7.  In our opinion, the Company has an adequate internal audit system
 commensurate with its size and nature of its business.
 
 8.  We have broadly reviewed the Books of Account maintained by the
 Company as prescribed by the Central Government for maintenance of cost
 records under section 209 (1) (d) of the Companies Act, 1956 and are of
 the opinion that prima fade the prescribed accounts and records have
 been made and maintained. However, we have not carried out a detailed
 examination of the accounts and records.
 
 9.  (a) According to the books and records of the company, the company
 is regular in depositing undisputed statutory dues including Provident
 Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other
 statutory dues with appropriate authorities. According to the
 information and explanations given to us, there are no undisputed
 amounts payable in respect of such statutory dues which have remained
 outstanding as at 31st March, 2011 for a period exceeding six months
 from the date they became payable.
 
 (b) According to information and explanation given to us, there are no
 dues of sales Tax, Income Tax , Customs Duty, Excise Duty, Cess and
 other statutory dues, which have not been deposited on account of any
 dispute.
 
 10.  The Company has accumulated losses and has incurred cash losses in
 the current financial year and in the immediately preceding financial
 year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has defaulted in repayment of its dues to
 banks and financial institutions.
 
 12.  The Company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 13.  In our opinion, the company is not a chit fund or a nidhi/mutual
 benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) order, 2003 are not applicable to the
 company.
 
 14.  In our opinion, the Company is not dealing or trading in shares,
 securities, debentures or other investments and hence, the requirements
 of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 are
 not applicable to the Company.
 
 15.  According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks, and financial institutions.
 
 16.  In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 17.  In our opinion and according to the information and explanations
 given to us and on an overall examination of the balance sheet of the
 company, we report that no funds raised on short-term basis have been
 used for long-term investments. No long-term funds have been used to
 finance short- term assets except permanent working capital.
 
 18.  The company has not made any preferential allotment of share to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956 during the year.
 
 19.  No debentures have been issued by the company and hence, the
 question of creating securities in respect there of does not arise.
 
 20.  The company has not raised any money by way of public issues
 during the year.
 
 21.  On the basis of our examination and according to the information
 and explanations given to us, no fraud, on or by the Company, has been
 noticed or reported during the year.
 
                                        For VENKATSRINIVAS & CO.,
 
                                        CHARTERED ACCOUNTANTS
 
                                                 Sd/-
 
 Camp :    Hyderabad                      (CA A. SRINIVAS)
 
 Date:    31-08-2011                       PARTNER
 
                                          M.No: 029619
 
                                          FRN:012206S