1.  We have audited the attached Balance Sheet of Dhanlaxmi Bank
 Limited (the Bank) (formerly The Dhanalakshmi Bank Limited) as at
 31 March 2011 the annexed Profit and Loss Account and the Cash Flow
 Statement for the year ended on that date, in which are incorporated
 the audited returns of 19 branches and treasury division audited by us,
 104 branches audited by the Branch Auditors and 149 branches on which
 we carried out limited review procedures. 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 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 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 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 accordance with the provisions of Section 29 of the Banking
 Regulation Act, 1949, read with Section 211 of the Companies Act, 1956.
 
 4.  The financial information as at and for the year ended 31 March
 2011 of 104 branches has been audited by other auditors whose reports
 have been furnished to us and our opinion is based solely on the
 reports of such other auditors.
 
 5.  On the basis of our audit and having regard to the reports received
 by us from the auditors of the branches audited by other auditors and
 based on limited review procedures carried out by us on certain
 branches as mentioned above, we report that:
 
 a.  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;
 
 b.  in our opinion, the transactions of the Bank, which have come to
 our notice, have been within the powers of the Bank;
 
 6.  In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 accounting principles generally accepted in India including Accounting
 Standards referred to in Section 211(3C) of the Companies Act, 1956, in
 so far as they apply to the Bank and are not inconsistent with the
 accounting policies prescribed by the Reserve Bank of India.
 
 7.  We further report that:
 
 a.  the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 b.  in our opinion, proper books of account as required by law have
 been kept by the Bank so far as appears from our examination of those
 books;
 
 c.  based on information and explanations given to us, the Central
 Government has, till date, not prescribed any cess payable under
 Section 441A of the Companies Act, 1956;
 
 d.  on the basis of the written representations received from the
 Directors as at 31 March 2011, and taken on record by the Board of
 Directors, none of the directors is disqualified as at 31 March 2011
 from being appointed as a director in terms of Section 274(1 )(g) of
 the Companies Act, 1956;
 
 8.  In our opinion and to the best of our information and according to
 the explanations given to us, and on consideration of reports submitted
 by the auditors of the branches not audited by us, and based on limited
 review procedures carried out by us on the financial reporting of
 certain branches as mentioned under paragraph 1 above, since the total
 assets of such branches as at 31 March 2011 and total revenue/net cash
 flows for the year then ended are not very significant to the total
 assets of the Bank as at 31 March 2011 and total revenue/net cash flows
 of the Bank for the year then ended, respectively, the said financial
 statements, together with the notes thereon and attached thereto give
 the information required by the Banking Regulation Act, 1949, as well
 as 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;
 
 a.  in the case of Balance sheet, of the state of affairs of the Bank
 as at 31 March 2011;
 
 b.  in the case of Profit and Loss Account, of the profit for the year
 ended on that date; and
 
 c.  in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 
 For Walker, Chandiok & Co                Sharp and Tannan
 Chartered Accountants                    Chartered Accountants
 Firm Registration No.: 001076N           Firm Registration No.: 109982W
 
 per Khushroo B. Panthaky                 Edwin P. Augustine
 Partner                                  Partner
 Membership No.: F-42423                  Membership No.: 043385
 
 Place: Mumbai                            Place: Mumbai
 Date: April 23, 2011                     Date : April 23, 2011