1.  We have audited the attached Balance Sheet of Dena 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 and 21 Regional Offices audited by us, 885 branches audited by
 other auditors and 289 branches which were not subject to audit. 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. The unaudited branches account for 2.00% of
 advances, 8.65 % of deposits, 1.62 % of interest income and 7.46 % of
 interest expenses. We have also audited the cash flow statement annexed
 to the balance sheet for the year ended on that date. These financial
 statements are the responsibility of the banks 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 mis-statements. An audit
 includes examining on a test basis, evidence supporting the amounts and
 disclosure 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
 statements 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 paragraphs 1 &
 2 above, and as required by the Banking Companies (Acquisition and
 Transfer of Undertakings) Act, 1970 / 1980 and subject to the
 limitation of disclosures required therein, we report that: as referred
 to in Note No. 18.1 of Schedule 18 of Notes to Accounts: -
 
 (a) Initial matching of entries in Inter-Branch Accounts has been done
 up to 31st March 2011 and the process of reconciliation is in progress,
 
 (b) Balancing of subsidiary ledgers/registers and reconciliation with
 general ledgers is in progress at some branches,
 
 (c) There are outstanding entries in the accounts of demand drafts
 payable, drafts paid ex-advice, suspense accounts, dividend / interest
 warrants, refund orders paid, clearing adjustments, reconciliation
 between the service branches and participating branches in respect of
 clearing, balances with Reserve Bank of India and other banks which are
 in the process of reconciliation / balancing / adjustments.
 
 Impact of the above, as also on the other disclosures / ratios is not
 ascertained.
 
 5.  Without qualifying our opinion, we draw attention to Note number
 18.22 (e) to the financial statements, which describes deferment of
 pension and gratuity liability of the Bank to the extent of Rs.  347.11
 cr pursuant to exemption granted by the
 
 Reserve Bank of India to the Public Sector Banks from the application
 of Provisions of Accounting Standards (AS) 15, Employee Benefits vide
 its Circular No. DBOD.No. 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 dated 9th February,
 2011.
 
 6.  We further report that:
 
 (i) Subject to our comments in paragraphs 4 above, read with the Notes
 to Accounts and Schedules mentioned therein, 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:
 
 (ii) 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 the affairs of the Bank as at 31st March 2011.
 
 (iii) The Profit and Loss Account read with the Significant Accounting
 Policies and the Notes thereon shows a true balance of profit for the
 year ended 31st March 2011.
 
 (iv) The Cash Flow Statement gives the true and fair view of the cash
 flows for the year ended 31st March 2011.
 
 (ii) 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.
 
 (iii) The transactions of the bank, which have come to our notice, have
 been within the powers of the bank.
 
 
 
 D.L. Rawal               A.K. Dutt           Dr. Tarsem Chand 
 Chairman & Mg. Director  Executive Director  Director Director
 
 
 B.P. Vijayendra          DR. Pritam Singh    Dr. Sunil Gupta
 Director                 Director            Director
 
 
 Rohit Khanna  IM Almeida R. M.Tiku      G. C. Garg         S.K.Jain
 Director      Director   Chief Manager  Dy. Gen. Manager   General 
                                                            Manager
 
 As per our separate report of even date attached
 
 
 For M/s. Gokhale &     For B. K Khare & Co.    For Gandhi Minocha 
 Sathe                                              & Co.
 Chartered Accountants  Chartered Accountants   Chartered Accountants
 Chartered Accountants
 
 
 For P K Chopra & Co.   For Avanish K Rastogi &  For S. C. Bapna &
 Chartered Accountants        Associates           Associates
                        Chartered Accountants    Chartered Accountants
 
 
 
 Kedar Mehendale   Santosh Parab   Ajay Katyal    K.S. Ponnuswami
 Partner           Partner         Partner        Partner 
 (M.No. 116065)    (M.No. 047942)  (M.No. 087915) (M.No. 070276)
 
 Yashpal Sharma    S. C. Bapna
 Partner           Partner
 (M.No. 404939)    (M.No. 071765)
 
 
 Place : Mumbai, 
 Date  : 29th April, 2011