1.  We have audited the attached Balance Sheet of Syndicate Bank as at
 31st March, 2011, the Profit and Loss Account and the Cash Flow
 Statement annexed thereto for the year ended on that date in which are
 incorporated the returns of 20 branches and 38 Regional Offices audited
 by us, 2093 branches audited by branch auditors and 1 foreign branch
 audited by the overseas auditor. 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.  Also
 incorporated in the Balance Sheet and the Profit and Loss Account are
 the returns of 380 branches which have not been subjected to audit.
 These unaudited branches account for 0.42 percent of advances, 3.95
 percent of deposits, 0.28 percent of interest income and 3.29 percent
 of interest expenses.  These financial statements are the
 responsibility of the Banks Management. Our responsibility is to
 express an opinion on the 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 the 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 Forms A and B respectively of the Third Schedule to the
 Banking Regulation Act, 1949.
 
 4.  Without qualifying our opinion, we draw attention to note no.
 9(iii) to the financial statements, which describes deferment of
 Pension and Gratuity liability of the bank to the extent of Rs.581.52
 crores pursuant to the exemption granted by the Reserve Bank of India
 vide Circular dated, February 9, 2011 to public sector banks from
 application of the provisions of AS 15.
 
 5.  Subject to the limitations of the audit indicated in paragraph 1
 above and as required by The Banking Companies (Acquisition and
 Transfer of Undertakings) Act, 1970, and subject also to the
 limitations of disclosure required therein; 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) 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 purpose of our audit.
 
 6. 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, we
 report that:
 
 I.  The Balance Sheet read with Significant Accounting Policies and the
 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 affairs of the Bank as at 31st March, 2011.
 
 II.  The Profit and Loss Account read with Significant Accounting
 Policies and the Notes thereon shows a true balance of Profit for the
 year ended 31st March, 2011.
 
 III.  The Cash Flow Statement read with Significant Accounting Policies
 and the Notes thereon gives a true and fair view of the cash flows for
 the year ended 31st March, 2011.
 
 For N C Mitra & Co.         For Jain & Associates
 
 Chartered Accountants       Chartered Accountants
 
 (Regd. No.: 306027E)         (Regd. No.: 001361N)
 
 Gourab Mitra                          S C Pathak
 
 Partner                                  Partner
 
 Membership No.: 061661    Membership No.: 010194
 
 For Prakash Chandra Jain & Co.       For S Sonny Associates
 
 Chartered Accountants                 Chartered Accountants
 
 (Regd. No.: 002438C)                   (Regd. No.: 003935S)
 
 P C Nalwaya                                       S Sundar
 
 Partner                                            Partner
 
 Membership No.: 033710              Membership No.: 023425
 
 For R. Vender Gupta &         For Thakur, Vaidyanath Aiyar
 Associates                                           & Co.
 
 Chartered Accountants                Chartered Accountants
 
 (Regd. No.: 002614N)                  (Regd. No.: 000038N)
 
 Raghvender Gupta                                 K N Gupta
 
 Partner                                            Partner
 
 Membership No.: 081544              Membership No.: 009169
 
 Place: Bangalore
 Date : 12-05-2011