Central Bank of India

1.  We have audited the attached Balance Sheet of Central Bank of India
 as at March 31, 2009 and also the Profit and Loss Account and Cash Flow
 Statement annexed thereto for the year ended on that date in which are
 incorporated the returns of 20 Branches, 16 Zonal Offices and 26
 Regional Offices audited by us, 2858 Branches, 20 Non-Business Offices
 and 9 CMS Branches audited by branch auditors. Also incorporated in the
 Balance Sheet and Profit and Loss account are the returns of 669
 Branches and 52 Regional Offices which have not been subjected to
 audit. The unaudited branches account for 1.16 per cent of advances,
 4.40 per cent of deposits, 0.81 per cent of interest income and 3.92
 per cent of interest expense. 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.
 These financial statements are the responsibility of the Banks
 management. Our responsibility is to express an opin- ion on these
 financial statements based on our audit.
 
 2.  We 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
 financial statements are free of material misstatements.  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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion:
 
 3.  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.
 
 4.  Subject to the limitations of the audit indicated in Para 1 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:
 
 a.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose 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 as
 supplemented with the information furnished by the man- agement, have
 been found adequate for the purpose of our audit.
 
 5.  In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow statement comply with the applicable Accounting Standards.
 
 6.  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:
 
 i) The Balance Sheet, read with the notes thereon, is a full and fair
 Balance Sheet containing the necessary particulars, and is properly
 drawn up so as to exhibit a true and fair view of state of affairs of
 the Bank as at March 31, 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 the 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 M/S.Chhajed & Doshi    For M/S.Murali Associates   For M/S. P. G. 
                                                        Bhagwat
 Chartered Accountants      Chartered Accountants       Chartered 
                                                        Accountants
 
 (C.A. Kiran K Daftary)   (C.A. J. Sivasankaran)     (C.A. S S Athavale)
  Partner                  Partner                    Partner
  M. No. 10279             M. No. 22103               M. No. 83374
 
 For M/S. Bhushan Bensal Jain  For M/S. Joseph &      For M/S. Ummed
 Associates                    Rajaram                Jain & Co.
 Chartered Accountants         Chartered Accountants  Chartered 
                                                      Accountants
 
 (C.A. Kamal Jain)         (C.A. John Joseph P.)    (C.A. S.S.Sharma )
  Partner                   Partner                  Partner
  M. No. 82279              M. No. 205893            M. No. 10384
 
 Place : Mumbai
 Date  : April 28, 2009