1.  We have audited the attached Balance Sheet of Punjab National Bank
 as at 31st March, 2011, the Profit and Loss Account and Cash Flow
 Statement annexed thereto for the year ended on that date, in which are
 incorporated the returns of (i) 20 branches and controlling offices
 audited by us (ii) 4296 branches (including 4 foreign branches and 1
 Offshore Banking Unit) and 112 other offices audited by other auditors
 and (iii) 850 branches not subjected to audit. These unaudited branches
 account for 0.65% of advances, 3.95% of deposits, 0.43% of interest
 income and 3.38 % of interest expenses.  The branches selected by the
 Bank for audit are in accordance with the guidelines issued by the
 Reserve Bank of India.
 
 2.  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.
 
 3.  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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 4.  The Balance Sheet and Profit and Loss Account have been drawn up in
 Forms A and B respectively of the Third Schedule to the Banking
 Regulation Act, 1949.
 
 5.  Emphasis of Matter:
 
 Without qualifying our opinion, we draw attention to Note No.16 in
 Schedule 18 to the financial statements, which describes deferment of
 pension and gratuity liability of the bank to the extent of Rs.2658.92
 crores pursuant to the exemption granted by the Reserve Bank of India
 to the public sector banks from application of the provisions of
 Accounting Standard (AS) 15, Employee Benefits vide its circular no.
 DBOD. 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.
 
 6.  Subject to the limitations of the audit as indicated in paragraph 1
 above and as required by the Banking Companies (Acquisition and
 Transfer of Undertakings) Act, 1970 and also subject to the limitations
 of disclosure required therein, we report that:
 
 a) 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 and
 in conformity with the accounting principles generally accepted in
 India:
 
 i. The Balance Sheet read with significant accounting policies and
 notes thereon, is a full and fair Balance Sheet containing the
 necessary particulars, and is properly drawn up so as to exhibit a true
 and fair view of the state of affairs of the Bank as at 31st March
 2011;
 
 ii. The Profit and Loss Account read with the significant accounting
 policies and notes thereon shows a true balance of the profit for the
 year covered by the account; and
 
 iii. The Cash Flow Statement gives a true and fair view of cash flows
 for the year covered by the statement.
 
 b) In our opinion the Balance Sheet, Profit & Loss Account & Cash Flow
 Statement comply with the applicable Accounting Standards.
 
 c) 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.
 
 d) The transactions of the Bank, which have come to our notice, have
 been within its powers.
 
 e) The returns received from the offices and branches of the Bank have
 been found adequate for the purpose of our audit.
 
 For Kalani & Co.                           For Anjaneyulu & Co.
 
 Chartered Accountants                    Chartered Accountants
 
 FRN :000722C                                     FRN : 000180S
 
 
 
 (Vikas Gupta)                           (V. S. Venkateswarulu)
 
 Partner                                                Partner
 
 M.No. 077076                                     M. No. 025805
 
 
 
 For V K Verma & Co              For Mookherjee Biswas & Pathak
 
 Chartered Accountants                    Chartered Accountants
 
 FRN: 000386N                                     FRN : 301138E
 
 
 
 (Pradeep Verma)                                 (A Chatterjee)
 
 Partner                                                Partner
 
 M.No. 088393                                     M. No. 061551
 
 
 
 For Amit Ray & Co.                          For Sarda & Pareek
 
 Chartered Accountants                    Chartered Accountants
 
 FRN : 000483C                                    FRN : 109262W
 
 
 
 (CVSK Rao)                                    (Niranjan Joshi)
 
 Partner                                                Partner
 
 M.No. 070009                                     M. No. 102789
 
 
 Date: May 04, 2011 
 
 Place: New Delhi