This Audit Report of Central bank of India is in supercession of our
 earlier Audit Report for the year ended March 31, 2011 dated May 06,
 2011. This Audit Report is necessitated pursuant to a revision in the
 proposed dividend payable including to those equity shares allotted
 under the rights issue as they rank for dividend on a pari-passu basis,
 the issue having been made between March 24, 2011 and April 7, 2011 and
 the said shares having been allotted by the Board on April 19, 2011.
 
 1.  We have audited the attached Balance Sheet of Central Bank of India
 as at 31st March 2011, 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, 16 Zonal Offices audited by
 us, 27 Regional Offices audited by us, 3085 Branches, 20 Non-Business
 Offices and 9 CMS branches audited by other Branch Auditors. Also
 incorporated in the Balance Sheet and Profit and Loss Account are the
 returns of 623 Branches, 47 Regional Offices which have not been
 subjected to audit. The unaudited branches account for 0.80 % of
 advances, 3.83 % of deposits, 1.02 % of interest income and 3.28 % of
 interest expense. The Branches audited by us and those audited by other
 auditors have been selected by Bank in accordance with guidelines
 issued by Reserve Bank of India. These financial Statements are the
 responsibility of Banks Management. Our responsibility is to express
 an opinion on these financial statements based on our audit.
 
 2.  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 from 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 the management, as well as evaluating the overall presentation of
 financial statements.
 
 3.  Dividend has been declared by the Bank without writing off
 un-amortised amount of pension (Rs. 959.93 Crore) and gratuity liability
 (Rs. 221.60 Crore), subject to permission of Central Government.
 
 4.  Without qualifying our opinion, we draw attention to Note no. 14 of
 the schedule 18 to the financial statements, regarding deferment of
 pension liability and gratuity liability of the Bank to the extent of Rs.
 1181.53 Crore, pursuant to the exemption granted by the Reserve Bank of
 India to the Public Sector Banks from application of the provisions of
 Accounting Standard (AS) 15, Employees Benefits vide circular no.
 DBOD.BP.BC/80/21.04.018/2010-11, dated 09-02-2011 on Re-opening of
 Pension Option to the employees of Public Sector Banks and Enhancement
 in Gratuity Limits- Prudential Regulatory Treatment.
 
 5.  The Balance Sheet and the Profit and Loss Account have been drawn
 up in Form ‘A and ‘B respectively of the Third Schedule to the
 Banking Regulation Act, 1949.
 
 6.  Subject to the limitations of the audit indicated in paragraph 1
 above and as required by the Banking Companies (Acquisition and
 Transfer of Undertakings) Act, 1970, and also subject 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 the same 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 as
 supplemented with the information furnished by the Management, have
 been found adequate for the purpose of our audit.
 
 7.  In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement comply with the applicable Accounting Standards.
 
 8.  In our opinion as shown by the Books of the Bank and to the best of
 our information and according to the explanations given to us
 
 a.  The Balance Sheet read with the Significant Accounting Policies and
 Notes thereon, is a full and fair Balance Sheet containing all the
 necessary particulars and is properly drawn up so as to exhibit a true
 and fair view of the state of affairs of the Bank as at 31st March 2011
 in conformity with accounting principles generally accepted in India.
 
 b.  The Profit and Loss Account read with Significant Accounting
 Policies and Notes thereon shows a true balance of Profit for the year
 ended on that date in conformity with accounting principles generally
 accepted in India and
 
 c.  The Cash Flow Statement gives a true and fair view of the cash
 flows for the year ended on that date.
 
 For M/s Sagar & Associates
 
 Chartered Accountants F.R.No. 003510S
 
 (CA V. Vidyasagar Babu )
 
 Partner
 M. No. 27357
 
 For M/s K. S. Aiyar & Co.
 
 Chartered Accountants
 F.R.No.100186W
 
 (CA Raghuvir M. Aiyar )
 
 Partner
 M. NO.38128
 
 For M/s GSA & Associates
 
 Chartered Accountants
 F.R.No. 000257N
 
 (CA Sunil Aggarwal)
 
 Partner
 M.No. 083899
 
 For M/s Ghiya & Co.
 
 Chartered Accountants
 F.R.No.1088C
 
 (CA Sanjay Ghiya )
 
 Partner
 M. NO.072467
 
 For M/s D. Rangaswamy & Co.
 
 Chartered Accountants
 F.R.No. 003073S
 
 (CA Janani Radhakrishnan )
 
 Partner
 M. NO.27037
 
 For M/s Samsand & Associates
 
 Chartered Accountants
 F.R.No.003708N
 
 (CA Milan Shrimali )
 
 Partner
 M. NO.088578
 
 Place : Mumbai
 Date : May 30, 2011