1.  We have audited the attached Balance Sheet of THE BANK OF RAJASTHAN
 LIMITED as at 31st March 2010, Proft & Loss Account and Cash Flow
 Statement for the year ended on that date annexed thereto, in which are
 incorporated the returns of 11 branches audited by us and 452 branches
 audited by other Branch Auditors. These fnancial statements are the
 responsibility of the Bank’s management. Our responsibility is to
 express an opinion on these fnancial statements based on our audit.
 
 2.  We have 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
 fnancial statements are free of material misstatements.  An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by management, as well as evaluating the overall fnancial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  The Balance Sheet and the Proft and Loss Account have been drawn up
 in accordance with the provisions of Section 29 of the Banking
 Regulation Act, 1949 read with Section 211 of the Companies Act, 1956
 to the extent applicable.
 
 4.  We report that :
 
 (i) 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 found them to be satisfactory.
 
 (ii) The transactions of the Bank which have come to our notice have
 been within the powers of the Bank.
 
 (iii) In our opinion, proper books of account as required by law have
 been kept by the Bank so far as appears from our examination of those
 books. Proper returns generally adequate for the purpose of our audit
 have been received from the branches of the Bank.
 
 5.  We further report that:
 
 (i) The Balance Sheet, Proft & Loss Account and
 
 Cash Flow Statement dealt with by this report are in agreement with the
 books of account and the branch returns;
 
 (ii) In our opinion, the Balance Sheet, Proft & Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956 in so far as they apply to Banking Companies as
 mentioned in Schedule 17;
 
 (iii) On the basis of written representations received by the Bank from
 the directors which is taken on record by the Board of Directors, we
 report that none of the Directors is disqualifed as on 31st March 2010
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 (iv) As per information and explanations given to us the Central
 Government has, till date, not prescribed any cess payable under
 Section 441A of the Companies Act, 1956.
 
 (v) In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet and Proft and Loss
 Account read with the Signifcant Accounting Policies stated in Schedule
 17 and Notes to Accounts stated in Schedule 18 and subject to
 
 i.  Note.  No.  12.2 of Schedule 18,
 
 Notes to accounts, regarding provision for employee benefits, where due
 to variations in base data and actuarial assumptions and its signifcant
 impact on valuation, the loss has been overstated by Rs. 149.58 crores.
 and;
 
 ii.  Note. No. 12.3 of Schedule 18, Notes to Accounts, a sum of
 Rs.31.50 crores refected as an asset though not realisable.
 Accordingly, the sum of Rs.31.50 crores and the corresponding Deferred
 Tax Asset is overstated to the extent of Rs.10.46 crores; and read with
 
 iii. Note No.13 of Schedule 18, Notes to Accounts, regarding possible
 provisioning arising out of the special audit which cannot be presently
 quantifed and;
 
 iv.  Note No.40 of Schedule 18, Notes to
 
 Accounts, regarding proposed merger of the Bank and consequent
 preparation of fnancial statements under the going concern assumption;
 
 give the information required by the Banking Regulation Act, 1949 and
 the Companies Act, 1956 in the manner so required for Banking companies
 and give a true and fair view in conformity with the accounting
 principles generally accepted in India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Bank as at 31st March 2010;
 
 (b) in the case of the Proft & Loss Account, of the Loss for the year
 ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash fows for the
 year ended on that date;
 
                                            For Gokhale & Sathe
                                          Chartered Accountants
 
                                         Firm Regn. No. 103264W
 
                                              Rahul P. Joglekar
 Place : Mumbai.                                        Partner
 
 Date : 28th May 2010                    Membership No.: 129389