1 We have audited the attached Balance Sheet of CORPORATION BANK as at
 31st March 2011 and the Profit and Loss Account annexed thereto for the
 year ended on that date, in which are incorporated the returns of 20
 branches audited by us, 980 branches audited by other Auditors, 361
 un-audited branches and 55 un-audited administrative offces, the
 returns of which are certifed by the Branch Managers. The branches
 audited by us and the branches audited by other Auditors have been
 selected by the Bank in accordance with the guidelines issued by the
 Reserve Bank of India. The un-audited branches account for 0.52% of
 advances, 2.24% of deposits, 0.42% of interest income and 1.71% of
 interest expense. We have also audited the cash flow statement as
 stated in Notes forming part of accounts for the year ended on that
 date.  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.
 
 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
 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 signifcant estimates made
 by the Management, as well as evaluating the overall presentation of
 financial statements. 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 paragraph 1
 above, and the limitations of disclosures contained in the Banking
 Companies (Acquisition and Transfer of Undertakings) Act, 1980;
 
 We report that:
 
 a.  In our opinion and to the best of our information, and according to
 the explanations given to us, and as shown by the Books of the bank:
 
 (i) the Balance sheet, read together with the Signifcant Accounting
 Policies and Notes forming an integral part of the Accounts, 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 the state
 of affairs of the Bank as at 31st March, 2011;
 
 (ii) the Profit and Loss Account read together with the Significant
 Accounting Policies and Notes forming an integral part of the Accounts,
 shows a true balance of Profit.
 
 (iii) the cash flow statement gives a true and fair view of the cash
 flows for the year covered by the Statement and are in conformity with
 accounting principles generally accepted in India.
 
 (iv) Without qualifying our opinion, we draw attention to Note No.21.7
 forming integral part of the accounts (Schedule 18) to the financial
 statements, which describes deferment of pension liability of the bank
 to the extent of Rs.442.02 crores 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, Employee Benefits vide
 its circular no.DBOD.  BP.BC/80/21.04.018/ 2010-11 on Re-Opening of
 Pension Option to Employees of Public Sector Banks and Enhancement in
 Gratuity Limits-Prudential Regulatory Treatment.
 
 b.  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;
 
 c.  The transactions of the Bank which have come to our notice have
 been within the powers of the Bank;
 
 d.  The returns received from the offces and branches of the bank have
 been found adequate for the purposes of our audit.
 
                        As per our Report of even date
 
 for R. Devendra Kumar & Associates    for Vinod Kumar & Associates
 
 Chartered Accountants FRN-114207W     Chartered Accountants FRN-002304N
 
 [D.K.Gupta]                           [Vinod Jain]
 
 PARTNER (M.No.009032)                 PARTNER (M.No.081263)
 
 for O.P. Totla & Co.
 
 Chartered Accountants FRN-000734C
 
 [O.P.Totla]
 
 PARTNER (M.No.011854)
 
 for Rajendra K. Goel & Co.             for K.Varghese & Co.
 
 Chartered Accountants FRN-001457N      Chartered Accountants FRN-004525S
 
 [R.K.Goel]                             [K.Varghese]
 
 PARTNER (M.No.006154)                  PARTNER (M.No.020674)
 
 Place : Mumbai
 Date:   April 29, 2011
 
 for V.Narayanan & Co.
 
 Chartered Accountants FRN-002398S
 
 [N.Ramachandran]
 
 PARTNER (M.No.201107)