1. We have audited the accompanying financial statements of Bank of
 Baroda as at March 31, 2011, which comprise the Balance Sheet as at
 March 31, 2011, and Profit and Loss Account and the cash flow statement
 for the year then ended, and a summary of significant accounting
 policies and other explanatory information. Incorporated in these
 financial statements are the returns of 20 branches audited by us, 45
 foreign branches audited by local auditors and 2843 branches audited by
 branch auditors. The branches audited by us and those audited by other
 auditors have been selected by the Bank in accordance with the
 guidelines issued to the Bank by the Reserve Bank of India. Also
 incorporated in the Balance Sheet and the statement of Profit and Loss
 are the returns from 501 branches which have not been subjected to
 audit. These unaudited branches account for 0.39 per cent of advances,
 2.46 per cent of deposits, 0.39 per cent of interest income and 1.23
 per cent of interest expenses.
 
 Management’s Responsibility for the Financial Statements
 
 2. Management is responsible for the preparation of these financial
 statements in accordance with auditing standards generally accepted in
 India. This responsibility includes the design, implementation and
 maintenance of internal control relevant to the preparation of the
 financial statements that are free from material misstatement, whether
 due to fraud or error.
 
 Auditor’s Responsibility
 
 3. Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those standards require that we comply with
 ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatements.
 
 4. An audit involves performing procedures to obtain audit evidence
 about the amounts and disclosures in the financial statements. The
 procedures selected depend on the auditor’s judgment, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error. In making those risk
 assessments, the auditor considers internal control relevant to the
 Company’s preparation and fair presentation of the financial statements
 in order to design audit procedures that are appropriate in the
 circumstances. An audit also includes evaluating the appropriateness of
 accounting policies used and the reasonableness of the accounting
 estimates made by management, as well as evaluating the overall
 presentation of the financial statements.
 
 5. We believe that the audit evidence we have obtained is sufficient
 and appropriate to provide a basis for our audit opinion.
 
 Opinion
 
 6. Without qualifying our opinion, we draw attention to Note No.  B
 1.3.2 of Schedule 18, which describes deferment of pension liability of
 the Bank to the extent of Rs.1463.92 crores pursuant to the exemption
 granted by the Reserve Bank of India to the public sector banks from
 application of the provisions of AS 15, Employee Benefits vide its
 circular no. DBOD. BP.BC/80/21.04.018/ 2010- 11 dated February 9, 2011,
 on Re-opening of Pension Option to Employees of Public Sector Banks.
 
 7. In our opinion, as shown by books of bank, and to the best of our
 information and according to the explanations given to us:
 
 i The Balance sheet, read with the notes thereon is a full and fair
 Balance Sheet containing all the necessary particulars, is properly
 drawn up so as to exhibit a true and fair view of state of affairs of
 the Bank as at March 31, 2011 in conformity with accounting principles
 generally accepted in India;
 
 ii The Profit and Loss Account, read with the notes thereon shows a
 true balance of profit, in conformity with accounting principles
 generally accepted in India, for the year covered by the account; and
 
 iii The Cash Flow Statement gives a true and fair view of the cash
 flows for the year ended on that date.
 
 Report on Other Legal and Regulatory Requirements
 
 8. The Balance Sheet and the Profit and Loss Account have been drawn
 up in Forms “A” and “B” respectively of the Third Schedule to the
 Banking Regulation Act, 1949.
 
 9. Subject to the limitations of the audit indicated in paragraph 1 to
 5 above and as required by the Banking Companies (Acquisition and
 Transfer of Undertakings) Act, 1970/ 1980, and subject also to the
 limitations of disclosure required therein, 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 purposes of
 our audit and have found them to be satisfactory;
 
 b. The transactions of the Bank, which have come to our notice have
 been within the powers of the Bank;
 
 c. The returns received from the offices and branches of the Bank have
 been found adequate for the purposes of our audit;
 
 10. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement comply with the applicable accounting standards.
 
 For Ashwani & Associates  For S. K. Kapoor & Co.  For N. C. Banerjee &
                                                    Co.
 Chartered Accountants     Chartered Accountants   Chartered Accountants
 FRN: 000497H              FRN: 000745C            FRN: 302081E
 (Aditya Kumar)            (Sanjiv Kapoor)         (P. K. Sarkar)
 Partner                   Partner                 Partner
 M. No. 506955             M. No. 70487            M. No. 660543
 
 For Haribhakti & Co.      For Khimji Kunverji     For Brahmayya & Co.
                           & Co.                    
 Chartered Accountants     Chartered Accountants   Chartered Accountants
 FRN: 103523W              FRN: 105146W            FRN: 000511S
 (Rakesh Rathi)            (Gautam Shah)           (K. Jitendra Kumar)
 Partner                   Partner                 Partner
 M. No. 045228             M No.117348             M No.201825
 
 
 Place: Mumbai 
 Date : 28.04.2011