We have audited the attached balance sheet of the Centurion Bank of
 Punjab Limited (the Bank) as at 31 March, 2007 and the related profit
 and loss account and the cash flow statement of the Bank for the year
 ended on that date, annexed thereto. These financial statements are the
 responsibility of the Bank's management. Our responsibility is to
 express our 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 from 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 The balance sheet and the profit and loss account have been drawn up in
 accordance with the provision of Section 29 of the Banking Regulation
 Act, 1949 read with Section 211 of the Companies Act, 1956.
 
 We report thereon as follows:
 
 * 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;
 
 * The transactions of the Bank which have come to our notice have been
 within the powers of the Bank;
 
 * In our opinion, proper books of account as required by law have been
 kept by the Bank insofar as it appears from our examination of those
 books;
 
 * Proper returns, adequate for the purposes of our audit, have been
 received from the Bank's branches;
 
 * The balance sheet, the profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account and the Branch returns of the Bank;
 
 * In our opinion, the accompanying balance sheet, profit and loss
 account and cash flow statement dealt with by this report comply with
 the Accounting Standards referred to in sub-section 3(C) of Section 211
 of the Companies Act, 1956, to the extent they are not inconsistent
 with the accounting policies prescribed by the Reserve Bank of India;
 
 * On the basis of the written representations received from the
 Directors as on 31 March 2007 and taken on record by the Board of
 Directors, we report that none of the Director is disqualified as on 31
 March 2007 from being appointed as a Director under Section 274(1)(g)
 of the Companies Act, 1956; and
 
 * In our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required under 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:
 
 i) in the case of the balance sheet, of the state of affairs of the
 Bank as at 31 March 2007;
 
 ii) in the case of the profit and loss account of the profit of the
 Bank for the year ended on that date; and
 
 iii) in case of the cash flow statement of the cash flows for the year
 ended on that date.
 
 For BSR & Co.
 Chartered Accountants
 
 Akeel Master
 Partner
 Membership No. : 046768
 Mumbai
 
 24 May 2007