1.  We have audited the accompanying financial statements of The Karur
 Vysya Bank Limited as at 31st March 2011, which comprise the Balance
 Sheet as at 31st March 2011, the Profit & Loss Account and the Cash
 Flow Statement for the year then ended, significant Accounting Policies
 and other explanatory information. Incorporated in these financial
 statements are the returns of 4 branches/offices audited by us and 407
 branches/offices 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.
 
 Managements responsibility for the Financial Statements:
 
 2.  Management is responsible for the preparation of these financial
 statements in accordance with the Banking Regulation Act, 1949. This
 responsibility includes the design, implementation and maintenance of
 internal control relevant to the preparation of the financial
 statements that are free from material misstatements, whether due to
 fraud or error.
 
 Auditors Responsibility:
 
 3.  Our responsibility is to express an opinion on these Financial
 Statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those Standards require that we comply with the
 ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free of
 material misstatement.
 
 4.  An audit involves performing procedures to obtain audit evidence
 about the amounts and disclosures in the financial statements. The
 procedures selected depend on the auditors judgment, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error.  In making those risk
 assessments, the auditor considers internal control relevant to the
 banks preparation and fair presentation of the financial statements in
 order to design audit procedures that are appropriate in the
 circumstances. An audit also includes evaluating the appropriateness of
 accounting policies used and the reasonableness of the accounting
 estimates made by the management, as well as evaluating the overall
 presentation of the financial statements
 
 5.  We believe that the audit evidence we have obtained is sufficient
 and appropriate to provide a basis for our audit opinion.
 
 Emphasis of Matter:
 
 6.  Without qualifying our opinion, we draw attention to Note No.4.3 of
 Schedule 18 of the financial statements, which describes deferment of
 pension and gratuity liability of the Bank to the extent of Rs. 67.60
 Crore pursuant to the exemption granted by the Reserve Bank of India
 from the application of the provisions of Accounting Standard (AS) 15,
 Employee Benefits, vide its circular No. DBOD. BP.
 BC/80/21.04.018/2010-11 dated 09.02.2011 on Re-opening of Pension
 Option to Employees of Public Sector Banks and Enhancement in Gratuity
 Limits - Prudential Regulatory Treatment.
 
 Opinion:
 
 7.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts together with the notes
 thereon, give the information required by the Banking Regulation Act,
 1949 as well as the Companies Act, 1956, in the manner so required for
 the banking companies and give a true and fair view in conformity with
 the accounting principles generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 bank as at 31st March, 2011;
 
 (ii) in the case of the Profit & Loss Account, of the profits for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of cash flows for the
 year ended on that date.
 
 Report on other legal and Regulatory requirements:
 
 8.  The Balance Sheet and the Profit & 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;
 
 9.  Subject to the limitations of the audit indicated in paragraph 1 to
 5 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 purposes of our
 audit and have found them to be satisfactory.
 
 b.  the transactions of the Bank, which have come to our notice, have
 been within the powers of the Bank.
 
 c.  the returns received from the Offices and Branches of the Bank have
 been found adequate for the purposes of our audit.
 
 10. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956.
 
 11. We further report that:
 
 (i) the Balance Sheet and Profit and Loss account dealt with by this
 report are in agreement with the books of accounts and returns;
 
 (ii) in our opinion, proper books of accounts as required by law have
 been kept by the bank so far as appears from our examination of those
 books; and
 
 (iii) the reports on the accounts of the branches audited by branch
 auditors have been dealt with in preparing our report in the manner
 considered necessary by us;
 
 (iv) as per the information and explanation given to us the Central
 Government has, till date, not prescribed any cess payable under
 section 441A of the Companies Act, 1956; and.
 
 (v) on the basis of the written representation received from the
 directors and taken on record by the Board of Directors, none of the
 directors is disqualified as on March 31, 2011 from being appointed as
 a director in terms of clause (g) of sub-section (1) of section 274 of
 the Companies Act, 1956.
 
                                            For M/s. R. K. Kumar & Co.  
 
                                                Chartered Accountants 
 
                                                 Firm Reg No. 001595S
 
 Place: Karur                                           (G.Naganathan)
 
 Date: 20th May 2011.                                         Partner
 
                                                          M.No.022456