Bank Of Baroda

We have audited the attached Balance Sheet of Bank of Baroda as at 31st
 March 2009 and also the Profit and Loss Account and the Cash Flow
 Statement annexed thereto for the year ended on that date in which are
 incorporated the returns of 20 branches audited by us, 2555 branches
 audited by other auditors and 46 foreign branches audited by local
 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 Profit and Loss Account are
 the returns from 350 branches which have not been subjected to audit.
 These unaudited branches account for 0.73 percent of advances, 2.35
 percent of deposits, 0.43 percent of interest income and 1.84 percent
 of interest expenses. These financial statements are the responsibility
 of the Banks Management. Our responsibility is to express an opinion
 on these Financial Statements based on our audit.
 
 We conducted our audit in accordance with the 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(s). An audit
 includes examining, on a test basis, evidence supporting to the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 Subject to the limitations of the audit indicated herein above and as
 required by the Banking Companies (Acquisition and Transfer of
 Undertakings) Act, 1970, and subject also to the limitations of
 disclosure required therein, we report that:
 
 1.  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.
 
 2.  Reference is invited to Note C1 in Schedule 18 regarding
 adjustments arising from reconciliations/ clearance of outstanding
 items stated therein; the consequential effect of which is not
 ascertainable.
 
 3.  Earnings per share (Note B4) and Capital to Risk Assets Ratio (Note
 A1) in schedule 18 are subject to our observations in para ‘2 above.
 
 4.  Subject to our observations in Para 2 & 3 above and read with the
 Significant Accounting Policies and Notes On Accounts, we further
 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
 generally been found adequate for the purpose of our audit and the
 management has provided us information and explanations, on which we
 have placed reliance, where the particulars, in the returns received,
 were incomplete/ inadequate.
 
 d) 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 31st March 2009 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.
 
 For B.C.JAIN & CO.    For A. SACHDEV & CO.  For GUPTA NAYAR & CO.
 Chartered Accountants Chartered Accountants Chartered Accountants
 
 (B.C. Jain)          (Manish Agarwal)      (Rajiv Kumar Nayar)
 Parter                Parter                Parter
 (M.No. 005690)       (M.No. 078628)        (M.No. 085468)
 
 For S.K. KAPOOR & CO. For ASHWANI & ASSOCIATES For N.C. BANERJEE & CO.
 Chartered Accountants Chartered Accountants    Chartered Accountants
 
 (Sanjiv Kapoor)      (Ashwani Kumar)          (B. K. Biswas)
 Parter                Parter                   Parter
 (M.No. 070487)       (M.No. 80711)            (M.No. 055623)
 
 Place : Mumbai
 Date  : 27.04.2009