We issued our report dated 29.04.2011 on the Financial Statements, i.e.
 Balance Sheet as at 31st March, 2011; Profit and Loss Account and Cash
 Flow Statement for the year ended on that date of UCO Bank. These
 financial statements have been revised by the Board of Directors on
 17.5.2011 before circulation to members, wherein the proposed dividend
 on equity has been enhanced from Rs.146.35 crores to Rs.219.52 crores
 inclusive of dividend distribution tax thereon. We report on revised
 Financial Statements of Accounts as under:
 
 1. That we have audited the attached Balance Sheet of UCO Bank as at
 31st March, 2011 and also 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 audited by us, 1759 branches
 (including 9 Service Branches) audited by other auditors and 4 foreign
 branches audited by overseas local 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.
 Also, incorporated in the Balance Sheet and the Profit and Loss Account
 are the returns from 422 branches (including 10 Service Branches) and 2
 overseas representative offices which have not been subjected to audit.
 These unaudited branches account for 0.65% of Total Advances, 4.44% of
 Total Deposits, 0.64% of Interest Income and 4.34% of Total Interest
 Expenses of the Bank. 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 have 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 mis-statement. 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. Emphasis of Matter
 
 Without qualifying our opinion, we draw attention to Note 9.3 of
 Schedule 18, which describes deferment of pension and gratuity
 liability of the bank to the extent of Rs.640.28 crore 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 Reopening of Pension Option to
 Employees of Public Sector Banks and Enhancement in Gratuity
 Limits-Prudential Regulatory Treatment.
 
 4. Subject to 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 to the limitation of disclosures
 required therein, we report that:
 
 a) 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.
 
 b) 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.
 
 c) The transactions of the Bank which have come to our notice have been
 within the powers of the Bank.
 
 d) The returns received from the Branches/ Controlling and Overseas
 offices of the Bank have been found adequate for the purpose of our
 audit.
 
 e) We are unable to express an opinion on the effect on the accounts if
 any due to non reconciliation and adjustment of outstanding entries in
 inter-branch transactions (refer to Note No. 10.16 of Schedule 18)
 
 f ) Accounting of commission earned on letter of credit and guarantee
 issued is on cash basis which is not in accordance with Accounting
 Standard- 9 on Revenue Recognition issued by the Institute of
 Chartered Accountants of India. The quantum of such income has not been
 ascertained.
 
 g) Capital Adequacy and Other Ratios disclosed in Note No. 1.1 of
 Schedule 18 are subject to the effects of the observations in para (b)
 and (c) above.
 
 5. Subject to our observations in Para 4 (e) to (g) above and read with
 Principal Accounting Policies and Notes on Accounts as per Schedules 17
 and 18 respectively, we further report that:
 
 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, the
 financial statements are in conformity with the accounting principles
 generally accepted in India except to the extent stated in Para 4 (c)
 above and :
 
 (i) The Balance Sheet, read with the notes thereon is a full and fair
 Balance Sheet containing all the necessary particulars, is properly
 drawn up so as to exhibit a true and fair view of the state of affairs
 of the Bank as on 31st March, 2011 ;
 
 (ii) The Profit and Loss Account, read with the notes thereon shows a
 true balance of Profit ; and
 
 (iii) The Cash Flow Statement gives a true and fair view of the cash
 flows for the year ended on that date.
 
 
 
 For Chatterjee & Co.      For D.R.Mohnot & Co.   
 Chartered Accountants     Chartered Accountants  
 Registration No.302114E   Registration No.001388C
 
 (CA S.K. Chatterjee)      (CA Saurabh Mohnot)
 Partner                   Partner
 Membership No. 03124      Membership No. 412971
 
 
 For Bansal & Co.          For Kothari & Co.
 Chartered Accountants     Chartered Accountants    
 Registration No.001113N   Registration No.301178E
 
 (CA S.K.Bansal)           (CA Gautam Banerjee)
 Partner                   Partner
 Membership No. 014301     Membership No. 015289
 
 
 For Goel Garg & Co.
 Chartered Accountants
 Registration No.000397N
 
 (CA J.L.Garg)
 Partner
 Membership No. 05406
 
 For Baweja And Kaul
 Chartered Accountants
 Registration No. 005834N
 
 (CA Dalip K Kaul)
 Partner
 Membership No. 083066
 
 
 Place: Chennai
 
 Dated: 17th May 2011