1.  We have audited the attached Balance Sheet of Dhanlaxmi Bank
 Limited (the ''Bank'') as at 31st March, 2012 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, 107 branches audited by the Branch Auditors and
 161 branches on which we carried out limited review procedures. 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 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 (1), (2) and (3C) of the
 Companies Act, 1956.
 
 4.  The financial information as at and for the year ended 31st March,
 2012 of 107 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; and
 
 c.  the returns received from the offices and branches of the Bank have
 been found adequate for the purposes of our audit.
 
 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 and returns;
 
 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.  on the basis of the written representations received from the
 Directors, as on 31 March, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 March, 2012 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 31st March, 2012 and total revenue/net
 cash flows for the year then ended are not very significant to the
 total assets of the Bank as at 31st March, 2012 and total revenue/net
 cash flows of the Bank for the year then ended, respectively, the said
 financial statements read together with the Significant Accounting
 Policies and the Notes in Schedule 17 and 18 respectively, give the
 information required by the Companies Act, 1956, in the manner so
 required for banking companies and the guidelines issued by the Reserve
 Bank of India from time to time, 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 31st March, 2012;
 
 b.  in the case of Profit and Loss Account, of the loss 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.         For Sharp & Tannan
 
 Chartered Accountants              Chartered Accountants
 
 Firm Registration No.: 001076N     Firm Registration No.: 109982W
 
 Sd/-                               Sd/-
 
 per Khushroo B. Panthaky           Edwin P Augustine
 
 Partner                            Partner
 
 Membership No.: F-42423            Membership No.: 043385
 
 Place : Mumbai                     Place : Mumbai
 
 Date : 30th May, 2012              Date : 30th May, 2012