1.  We have audited the attached Balance Sheet of CORPORATION BANK as
 at 31st March 2012 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, 1031 branches audited by other Auditors, 449
 un-audited branches and 50 un-audited administrative offices, the
 returns of which are certified 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 0.99% of
 advances, 3.37% of deposits, 0.68% of interest income and 2.53% 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 Bank''s
 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 significant 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 Significant 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, 2012;
 
 (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 for the year covered by the accounts;
 
 (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 Rs331.51 crores pursuant to the exemption granted by
 the Reserve Bank of India to the public sector banks from of
 application of the provisions of Accounting Standards (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 offices and branches of the bank have
 been found adequate for the purposes of our audit.
 
 As per our Report of even date
 
 for Vinod Kumar & 
 Associates               for O.P. Totla & 
                          Co.                    for Rajendra K. Goel
                                                            & Co.
 
 Chartered 
 Accountants 
 FRN-002304N              Chartered 
                          Accountants 
                          FRN-000734C                Chartered 
                                                     Accountants 
                                                     FRN-001457N
 
 [Vinod Jain]            [S. R. Totla]              [Garima Bansal]
 
 (M.No.081263) 
 PARTNER                 (M.No.071774) 
                          PARTNER                   (M.No.093031) 
                                                     PARTNER
 
 for K.Varghese 
 & Co.                   for V.Narayanan 
                             & Co.                 for Suresh Chandra &  
                                                   Associates
 
 Chartered 
 Accountants 
 FRN-004525S             Chartered 
                         Accountants 
                         FRN-002398S   
                                                    Chartered 
                                                    Accountants 
                                                    FRN-001359N
 
 [Sam Varghese]         [S. Ananthan]               [Madhur Gupta]
 
 (M.No. 216979) 
 PARTNER                (M.No.026379) 
                         PARTNER                    (M.No.090205) 
                                                     PARTNER
 
 Place : Mumbai
 
 Date  : May 4, 2012