SecProbe.io

January  2, 2013

Via F acsimile
Mr. Kam Shah
Chief Executive Officer
Bontan Corporation  Inc.
47 Avenue Road, Suite 200
Toronto, Ontario
Canada M5R 2G3

Re:  Bontan Corporation  Inc.
Form 20 -F for F iscal Year Ended March 31, 2012
Filed July 25 , 2012
File No. 0-30314

Dear Mr. Shah :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 20 -F for Fiscal Year Ended March 31, 2012

Item 3. Key Information, page 2

Selected Financial Data, page 3

1. We note your presentation of selected financial data under Canadian GAAP for 2008 and
2009,  and under International Financial Reporting Standards (“IFRS”) for 2010, 2011
and 2012.  Please revise your presentation to disclose that the information based on
previous GAAP is not comparable to the information based on IFRS.  In addition, please
revis e your presentation so financial data determined under Canadian GAAP is not
presented side -by-side with IFRS financial data here and throughout your annual report .
Refer to the Instructions of General Instruction G of Form 20 -F.

Mr. Kam Shah
Bontan Corporation  Inc.
January  2, 2013
Page 2

2. It appears that you have presented information prepared in accordance with US GAAP as
part of your selected financial data disclosure.  Please provide a reconciliation to US
GAAP for all periods for which this information is provided or remove the disclosu re of
US GAAP -basis information .

Item 1 7. Financial Statements, page 40

3. We note that your financial statements are filed as part of the annual report under Item
17.  Please note that c ompliance with Item 18 is required for annual reports on Form 20 -
F.  Please revise .  Refer to General Instruction E(c)(2)  of Form 20 -F.

Consolidated Financial Statements  for the Years Ended March 31, 2012 and 2011

Report of Independent Registered Public Accounting Firm , page 2

4. We note the report issued by your independent accountant  states : “In our opinion, the
consolidated financial statements present fairly, in all material respects, the financi al
position of Bontan Corporation, Inc. … in accordance with International Financial
Reporting Standards.”  Please obtain a revis ed report which  compl ies with Item 17(c) of
Form 20 -F and explicitly state s, if true, the financial statements comply with Internationa l
Financial Reporting Standards  as issued by the International Acc ounting Standards
Board .

5. We also note the report issue d by your independent accountant appears to use going
concern language that is not consistent with PCAOB standards.  Please obtain a revised
report that uses the term “substantial doubt” in referencing a going concern matter.   Refer
to AU 341.

Notes to Co nsolidated Financial Statements

Note 20. Transition to IFRS, page 25

6. We note your disclosure regarding your application of optional exemptions under IFRS 1.
To the extent that your primary financial statements reflect the use of the mandatory
exceptions  of IFRS 1, please identify for us the items or class of items to which the
exceptions were applied and describe to us the accounting principle that was used and
how it was applied.  In addition and to the extent material, also qualitatively describe to
us the impact on the financial condition, changes in financial condition and results of
operations that the treatment specified by IFRS would have had absent these mandatory
exceptions.   Refer to paragraph s 13-17 and 23 of IFRS 1.

Mr. Kam Shah
Bontan Corporation  Inc.
January  2, 2013
Page 3

 7. We also note  you used the deemed cost exemption under IFRS 1 for o il and gas
companies.  Please  disclose the basis on which the carrying amounts determined under
previous GAAP we re determined.  Refer to paragraph 31A of IFRS 1 .

            We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action wi th respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Robert Carroll at (202) 551 -3362  or me at (202) 551 -3311  if you have
any questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief