1.  We have audited the attached Balance Sheet of Union Bank of India
 as at 31st March, 2012, 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) 19 Branches, 1 Treasury Branch, and 18
 Regional Offices audited by us (ii) 2169 Branches including one foreign
 branch and 44 Service Branches audited by Branch auditors, (iii) 1014
 unaudited branches and 67 offices / centres not subjected to audit. 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. These un-audited branches account for 1.95 % of
 advances, 8.99 % of deposits, 1.23 % of interest income and 7.49 % of
 interest expenses.
 
 2.  These financial statements are the responsibility of the Bank''s
 Management. Our responsibility is to express an opinion based on our
 audit.
 
 3.  We conducted our audit in accordance with 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.  Emphasis of Matter
 
 Without qualifying our opinion, we draw attention to Note No.5.13.1 of
 Schedule 18, which describes deferment of pension liability of the Bank
 to the extent of Rs.1014.13 crores pursuant to the circular issued by
 the Reserve Bank of India to the public sector banks on the provisions
 of AS 15, Employee Benefits (circular no.
 DBOD.BP.BC/80/21.04.018/2010-11 dated February 9, 2011) on Re-opening
 of Pension Option to Employees of Public Sector Banks.
 
 5.  Subject to the limitations of the audit indicated in paragraph 1
 above and as required by Banking Companies (Acquisition and Transfer of
 Undertakings) Act, 1970 and subject to the limitations of disclosure
 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) 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
 maintained in accordance with the generally accepted accounting
 principles in India:
 
 (i) The Balance Sheet read with the notes thereon and significant
 accounting policies 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, 2012.
 
 (ii) The Profit and Loss Account read with the notes thereon and
 significant accounting policies shows a true balance of the Profit for
 the year ended 31st March, 2012.
 
 (iii) The Cash Flow Statement gives a true and fair view of the cash
 flows for the year ended 31st March, 2012.
 
 c) In our opinion the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement comply with the applicable Accounting Standards.
 
 d) 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.
 
 e) The transactions of the Bank which have come to our notice have been
 within the powers of the Bank.
 
 f) The returns received from the offices and branches of the Bank have
 generally been found adequate for the purposes of our audit.
 
 For J.L.SENGUPTA & CO    For ARUN K. AGARWAL 
                          & ASSOCIATES           For OM PRAKASHS. 
                                                 CHAPLOT & CO.
 
 CHARTERED ACCOUNTANTS    CHARTERED ACCOUNTANTS  CHARTERED ACCOUNTANTS
 
 (S. R. ANANTHAKRISHNAN) (VIMAL KUMAR JAIN)     (MAHAVEER CHAPLOT)
 
 PARTNER (M. No. 18073)   PARTNER (M. No.86657)  PARTNER (M. No.403633)
 
 Firm Regn. No.: 307092E  Firm Regn. 
                          No.: 003917N           Firm Regn. No.: 000127C
 
 For G. S. MATHUR & CO.   For PRICE PATT & CO.   For SINGRODIA GOYAL 
                                                 & CO.
 
 CHARTERED ACCOUNTANTS    CHARTERED ACCOUNTANTS  CHARTERED ACCOUNTANTS
 
 (RAJIV KUMAR WADHAVAN)  (M. NAGANATHAN)        (K.V.S. SHYAM SUNDER)
 
 PARTNER (M. No.091007)   PARTNER (M. No.7547)   PARTNER (M. No.015747)
 
 Firm Regn. No.: 008744N  Firm Regn. 
                          No.: 002783S           Firm Regn. No.: 112081W
 
 Place: MUMBAI 
 
 Date : 9th May, 2012