Dena Bank

TO THE PRESIDENT OF INDIA

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2012, andalso the Profit and Loss Account and the Cash Flow Statement annexed thereto for the yearended on that date, in which are incorporated the returns of 20 branches and 21 RegionalOffices audited by us and 777 branches audited by branch auditors. The branches audited byus and those audited by other auditors have been selected by the Bank in accordance withthe guidelines issued by the Reserve Bank of India. Also incorporated in the Balance Sheetand the Profit & Loss Account are the returns from 449 branches which have not beingsubjected to audit. These unaudited branches account for 4.27% of advances, 15.84 % ofdeposits, 2.59 % of interest income and 13.76 % of interest expenses. These financialstatements are the responsibility of the Bank’s Management. Our responsibility is toexpress our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. These standards require that we plan and perform the audit to obtain reasonableassurance as to whether the financial statements are free of material misstatements. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the Management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor 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 Scheduleto the Banking Regulation Act, 1949.

4. Subject to the limitations of the audit indicated in paragraph 1 above, and asrequired by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 andsubject also to the limitations of disclosure required therein, we report that: -

(i) We have obtained all the information and explanations which to the best of ourknowledge and belief, were necessary for the purpose of our audit and have found them tobe satisfactory.

(ii) The transactions of the Bank, which have come to our notice, have been within thepowers of the Bank.

(iii) The returns received from the offices and branches of the Bank have generallybeen found adequate for the purpose of our audit.

5. In our opinion, as shown by books of Bank, and to the best of our information andaccording to the explanations given to us:

(a) the Balance Sheet, read with the Significant Accounting Policies and the Notesthereon is a full and fair Balance Sheet containing the necessary particulars and it isproperly drawn up so as to exhibit a true and fair view of state of affairs of the Bank asat 31st March 2012 in conformity with accounting principles generally accepted in India;

(b) the Profit and Loss Account, read with the Significant Accounting Policies and theNotes thereon shows a true balance of profit, in conformity with accounting principlesgenerally accepted in India, for the year ended covered by the account; and

(c) the Cash Flow Statement gives the true and fair view of the cash flows for the yearended on that date.

As per our separate report of even date attached