1.  We have audited the attached Balance Sheet of Dena Bank as at 31st
 March, 2012, and also 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 and 21 Regional Offices audited
 by us and 777 branches audited by branch auditors. The branches audited
 by us and those audited by other auditors have been selected by the
 Bank in accordance with the guidelines issued by the Reserve Bank of
 India. Also incorporated in the Balance Sheet and the Profit & Loss
 Account are the returns from 449 branches which have not being
 subjected to audit. These unaudited branches account for 4.27% of
 advances, 15.84 % of deposits, 2.59 % of interest income and 13.76 % of
 interest expenses. 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.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. These standards require that we plan and
 perform the audit to obtain reasonable assurance as to 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 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 Forms ''''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 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: -
 
 (i) 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.
 
 (ii) The transactions of the Bank, which have come to our notice, have
 been within the powers of the Bank.
 
 (iii) The returns received from the offices and branches of the Bank
 have generally been found adequate for the purpose of our audit.
 
 5.  In our opinion, as shown by books of 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 the Notes thereon is a full and fair Balance Sheet containing the
 necessary particulars and it is properly drawn up so as to exhibit a
 true and fair view of state of affairs of the Bank as at 31st March
 2012 in conformity with accounting principles generally accepted in
 India;
 
 (b) the Profit and Loss Account, read with the Significant Accounting
 Policies and the Notes thereon shows a true balance of profit, in
 conformity with accounting principles generally accepted in India, for
 the year ended covered by the account; and
 
 (c) the Cash Flow Statement gives the true and fair view of the cash
 flows for the year ended on that date.
 
 For B 
 K Khare   For Gandhi
           Minocha       For P K 
                         Chopra &    For S N 
                                     Dhawan      For 
                                                 Avanish K    For S C
                                                              Bapna &
 & Co.      & Co.          Co.       & Co.       Rastogi &
                                                 Associates.  Associates.
 Chartered 
 Accoun
 tants     Chartered
           Accountants   Chartered 
                         Accountants Chartered 
                                     Accountants Chartered 
                                                 Accountants  Chartered
                                                              Accountants
 
 Devdatta 
 Mainkar   Bhupinder 
           Singh         K S 
                         Ponnuswami  Suresh
                                     Seth        Avanish K 
                                                 Rastogi      Jai 
                                                              Prakash 
                                                              Gupta
 
 Partner   Partner       Partner     Partner     Partner      Partner
 
 M No 
 109795    M No 092867   M No 070276 M No 010577 M No 072506  M No 088903
 
 Place: Mumbai
 
 Date : 08.05.2012