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Auditor Report of Bank of Baroda

Mar 31, 2017

Report on the Financial Statements

1. We have audited the accompanying financial statements of Bank of Baroda as on 31st March, 2017, which comprise the Balance Sheet as on 31st March, 2017, and Profit and Loss Account and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches and one Specialized Integrated Treasury Branch audited by us, 2638 branches audited by statutory branch auditors and 48 foreign branches audited by local auditors in respective countries. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2763 branches which have not been subjected to audit. These unaudited branches account for 5.91 per cent of advances, 11.87 per cent of deposits, 5.62 per cent of interest income and 11.19 per cent of interest expenses.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with the Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. Opinion

In our opinion, as shown by books of bank and to the best of our information and according to the explanations given to us:

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 state of affairs of the Bankas on 31st March, 2017 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. 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.

8. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 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 purposes 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 purposes of our audit;

9. We further report that:

a. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account and returns.

b. The reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report.

c. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

AUDITORS

For Wahi & Gupta For S R Goyal & Co For Rodi Dabir & Co. For Kalyaniwalla & Mistry LLP

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

FRN : 002263N FRN : 001537C FRN : 108846W FRN : 104607W/W100166

(Anuj Gupta) (Nikita Goyal) (Sudhir Dabir) (Daraius Fraser)

Partner Partner Partner Partner

M No. : 076560 M No.: 142555 M No.: 039984 M No.: 042454

Place: Mumbai

Date : 18th May 2017


Mar 31, 2014

1. We have audited the accompanying financial statements of Bank of Baroda as on 31st March, 2014, which comprise the Balance Sheet as on 31st March, 2014, and Profit and Loss Account and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches and one Specialized Integrated Treasury Branch audited by us, 2080 branches audited by branch auditors and 53 foreign branches audited by 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 to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2773 branches which have not been subjected to audit. These unaudited branches account for 5.72 per cent of advances, 12.00 per cent of deposits, 5.07 per cent of interest income and 12.23 per cent of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with the Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. Emphasis of Matter

Without qualifying our opinion, we draw our attention to:

a) Note No. B-2.3.3 of Schedule-18 to the financial statements, which describes deferment of pension liability of the Bank to the extent of Rs. 365.98 Crores as on 31st March, 2014 pursuant to the exemption granted by the Reserve Bank of India (RBI) to the public sector banks from application of the provisions of Accounting Standard 15 (Revised), Employee Benefits issued by Institute of Chartered Accountants of India, vide its 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.

b) Note No. C-5.4 of Schedule-18 to the financial statements, which describes the accounting treatment of the amount of Deferred Tax Liability provided for on the claim of Special Reserve under section 36(1)(viii) of the Income Tax Act, 1961 up to 31st March 2013, pursuant to RBI''s Circular No. DBOD. No. BP.BC.77/21.04.018/2013-14 dated 20th December 2013.

7. Opinion

In our opinion, as shown by books of bank and to the best of our information and according to the explanations given to us:

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 state of affairs of the Bank as on 31st March, 2014 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Statement of Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 /1980 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 purposes 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 purposes of our audit;

10. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For S K Mittal & Co. For Laxminiwas Neeth & Co. For Ray & Ray

Chartered Accountants Chartered Accountants Chartered Accountants

FRN:001135N FRN:002460S FRN:301072E

(S K Mittal) (Dayaniwas Sharma) (Amitava Chowdhury)

Partner Partner Partner

M. No.008506 M . No.216244 M. No. 056060

For N B S & Co. For KASG & Co. For Khandelwal Jain & Co

Chartered Accountants Chartered Accountants Chartered Accountants

FRN:110100W FRN: 002228C FRN : 105049W

(Pradeep J Shetty) (Bharat Goel) (I C Jain )

Partner Partner Partner

M. No.046940 M. No.060069 M. No.008791

Place: Mumbai

Date: 13th May, 2014


Mar 31, 2013

1. We have audited the accompanying financial statements of Bank of Baroda as on 31st March, 2013, which comprise the Balance Sheet as on 31st March, 2013, and Profit and Loss Account and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us, 1848 branches audited by branch auditors and 49 foreign branches audited by 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 to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2408 branches (including 1 Offshore business unit) which have not been subjected to audit. These unaudited branches account for 6.86 per cent of advances, 12.43 per cent of deposits, 6.17 per cent of interest income and 13.24 per cent of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with the Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6 Matter of Emphasis

Without qualifying our opinion, we draw our attention to

1) Note No. B.1.3.3, which describes deferment of pension liability of the Bank to the extent of Rs. 731.96 Crores as on 31st March, 2013 pursuant to the exemption granted by the Reserve Bank of India (RBI) to the public sector banks from application of the provisions of Accounting Standard 15 (Revised), Employee Benefits issued by Institute of Chartered Accountant of India, vide its 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.

2) Note No C-8 of the Financial Statement, which describes that the unrecognized deficit aggregating Rs. 62.20 crores as on 31st March, 2013, arising out of the take over of specified assets and liabilities from the Memon Cooperative Bank Limited to be charged off proportionately till the financial year 2013-14 as per approval received from Reserve Bank of India vide letter No. DBOD. No. BP. 1311 / 21.04.048 /2010-11 dated July 25, 2011.

7 Opinion

In our opinion, as shown by books of bank and to the best of our information and according to the explanations given to us:

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 state of affairs of the Bank as on 31st March, 2013 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Statement of Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9 Subject to the limitations of the audit indicated in paragraph 1 to

5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 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 purposes 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 purposes of our audit;

10 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For Laxminiwas Neeth & Co. For Brahmayya & Co. For Ray & Ray

Chartered Accountants Chartered Accountants Chartered Accountants FRN: 002460S FRN:000511S FRN:301072E

(Garre Subba Rao) (Jitendra Kumar) (Amitava Chowdhury)

Partner Partner Partner

M No.019579 M No.201825 M. No. 056060



For S. K. Mittal & Co. For N. B. S. & Co. For KASG & Co.

Chartered Accountants Chartered Accountants Chartered Accountants FRN: 001135N FRN: 110100W FRN: 002228C

(S.K. Mittal) (Pradeep J. Shetty) (R. K. Agarwal)

Partner Partner Partner

M. No. 008506 M No.046940 M No.073063



Place: Mumbai

Date: 13th May, 2013


Mar 31, 2012

1. We have audited the accompanying financial statements of Bank of Baroda as at March 31, 2012, which comprise the Balance Sheet as at March 31, 2012, and Profit and Loss Account and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us, 45 foreign branches audited by local auditors and 2,746 branches audited by branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 1,138 branches which have not been subjected to audit. These unaudited branches account for 1.36 per cent of advances, 3.96 per cent of deposits, 1.14 per cent of interest income and 3.60 per cent of interest expenses.

Management's Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Bank's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6 Without qualifying our report, we draw attention to:

i Note No B-1.3.3 of financial statements, which describes deferment of pension liability of the Bank to the extent of Rs1,097.94 crores as on March 31, 2012 pursuant to the exemption granted by the Reserve Bank of India ('RBI') to the public sector banks from application of the provisions of Accounting Standard 15 (revised), Employee Benefits issued by the Institute of Chartered Accountants of India, vide its 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; and

ii Note No C-8 of financial statement, which describes that the unrecognized deficit aggregating Rs99.50 crores as on March 31, 2012, arising out of the take-over of specified assets and liabilities from the Memon Co-operative Bank Limited to be charged off proportionately till financial year 2013-14 as per approval received from RBI vide Letter No. DBOD. No.BP.1311/21.04.048/2010-11 dated July 25, 2011.

7 In our opinion, as shown by books of bank, and to the best of our information and according to the explanations given to us:

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 state of affairs of the Bank as at March 31, 2012 in conformity with accounting principles generally accepted in India;

ii The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8 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.

9 Subject to the limitations of the audit indicated in paragraph 1 to

5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/ 1980, and subject 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 our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

ii The transactions of the Bank, which have come to our notice have been within the powers of the Bank; and

iii The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For Khimji Kunverji & Co For Brahmayya & Co. For Ray & Ray

Chartered Accountants Chartered Accountants Chartered Accountants

FRN: 105146W FRN: 000511S FRN: 301072E

(Gautam V. Shah) (Jitendra Kumar) (A. N. Yennemadi)

Partner Partner Partner

M No.117348 M No.201825 M. No. 031004

For S. K. Mittal & Co. For N. B. S. & Co. For Laxminiwas Neeth & Co. Chartered Accountants Chartered Accountants Chartered Accountants

FRN: 001135N FRN: 110100W FRN: 002460S

(Gaurav Mittal) (N. B. Shetty) (Laxminiwas Sharma)

Partner Partner Partner

M. No. 099387 M No.016718 M No.014244

Place: Mumbai

Date: 15th May, 2012


Mar 31, 2011

1. We have audited the accompanying financial statements of Bank of Baroda as at March 31, 2011, which comprise the Balance Sheet as at March 31, 2011, and Profit and Loss Account and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us, 45 foreign branches audited by local auditors and 2843 branches audited by branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the statement of Profit and Loss are the returns from 501 branches which have not been subjected to audit. These unaudited branches account for 0.39 per cent of advances, 2.46 per cent of deposits, 0.39 per cent of interest income and 1.23 per cent of interest expenses.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with auditing standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. Without qualifying our opinion, we draw attention to Note No. B 1.3.2 of Schedule 18, which describes deferment of pension liability of the Bank to the extent of Rs.1463.92 crores pursuant to the exemption granted by the Reserve Bank of India to the public sector banks from application of the provisions of AS 15, Employee Benefits vide its 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.

7. In our opinion, as shown by books of bank, and to the best of our information and according to the explanations given to us:

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 state of affairs of the Bank as at March 31, 2011 in conformity with accounting principles generally accepted in India;

ii The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. 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.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/ 1980, 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 purposes 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 purposes of our audit;

10. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For Ashwani & Associates For S. K. Kapoor & Co. For N. C. Banerjee & Co. Chartered Accountants Chartered Accountants Chartered Accountants FRN: 000497H FRN: 000745C FRN: 302081E (Aditya Kumar) (Sanjiv Kapoor) (P. K. Sarkar) Partner Partner Partner M. No. 506955 M. No. 70487 M. No. 660543

For Haribhakti & Co. For Khimji Kunverji For Brahmayya & Co. & Co. Chartered Accountants Chartered Accountants Chartered Accountants FRN: 103523W FRN: 105146W FRN: 000511S (Rakesh Rathi) (Gautam Shah) (K. Jitendra Kumar) Partner Partner Partner M. No. 045228 M No.117348 M No.201825

Place: Mumbai Date : 28.04.2011


Mar 31, 2010

We have audited the attached Balance Sheet of Bank of Baroda as at 31st March 2010 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, 2670 branches audited by other auditors and 45 foreign branches audited by 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 410 branches which have not been subjected to audit. These unaudited branches account for 4.19 percent of advances, 2.17 percent of deposits, 0.71 percent of interest income and 1.60 percent of interest expenses. These financial statements are the responsibility of the Bank’s Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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 misstatement(s). An audit includes examining, on a test basis, evidence supporting to 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.

Subject to the limitations of the audit indicated herein 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:

1. 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.

2. Reference is invited to Note C1 in Schedule 18 regarding adjustments arising from reconciliations/ clearance of outstanding items stated therein; the consequential effect of which is not ascertainable.

3. Earnings per share (Note B5) and Capital to Risk Assets Ratio (Note A1) in schedule 18 are subject to our observations in para ‘2’ above.

4. Subject to our observations in Para 2 & 3 above and read with the Significant Accounting Policies and Notes On Accounts, we further report that:

a) 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.

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 generally been found adequate for the purpose of our audit and the management has provided us information and explanations, on which we have placed reliance, where the particulars, in the returns received, were incomplete/ inadequate.

d) In our opinion, as shown by books of bank, and to the best of our information and according to the explanations given to us:

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 state of affairs of the Bank as at 31st March 2010 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

For A. Sachdev & Co. For Gupta Nayar & Co. For Ashwani & Associates

Chartered Accountants Chartered Accountants Chartered Accountants

(K. G. Bansal) (Nandlal Agarwal) (Sanjeeva Narayan)

Partner Partner Partner

M. No.94274 M. No.091272 M. No. 084205

For S. K. Kapoor & Co.

Chartered Accountants For N. C. Banerjee & Co. For Haribhakti & Co. (V B Singh) Chartered Accountants Chartered Accountants

Partner (M. C. Kodali) (Rakesh Rathi)

M. No. 073124 Partner Partner

M. No. 056514 M. No. 045228

Place: Mumbai Date : 28.04.2010

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