Auditor Report of Dena Bank

Mar 31, 2018

Report On the Financial Statements

1. We have audited the accompanying financial statements of Dena Bank (‘the Bank’) as at 31 March, 2018, which comprise the Balance Sheet as at 31 March, 2018, and the 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 and 758 branches audited by statutory 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 1094 branches (including 72 satellite branches) which have not been subjected to audit. These unaudited branches account for 11.67 per cent of advances, 37.87 per cent of deposits, 12.21 per cent of interest income and 37.03 per cent of interest expenses.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the bank in accordance with Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes 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 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 judgement, 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, 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.

Opinion

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

(a) 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 at 31 March 2018 in conformity with accounting principles generally accepted in India;

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

(c) 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 accordance with Section 29 of the Banking Regulation Act, 1949;

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; and

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

8. 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.

for, Ramesh C Agrawal & Co for, ABP & Associates for, Kailash Chand Jain

& Co. for, Sarda & Pareek

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

[R C Agrawal] [Prabhat Kumar Panda] [Sandeep K. Jain] [Niranjan Joshi]

Partner Partner Partner Partner

M No 070229 M No 057140 M No 110713 M No 102789

FRN 001770C FRN 315104E FRN 112318W FRN 109262W

Place: Mumbai

Date: 11.05.2018

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Mar 31, 2017

independent auditor’s report

To The Members of Dena Bank

Report On the Financial Statements

1. We have audited the accompanying financial statements of Dena Bank (‘the Bank’) as at 31 March 2017, which comprise the Balance Sheet as at 31 March 2017, and the 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 and 745 branches audited by statutory 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 1109 branches (including 72 satellite branches) which have not been subjected to audit. These unaudited branches account for 7.73 per cent of advances, 34.51 per cent of deposits, 7.43 per cent of interest income and 31.41 per cent of interest expenses.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the bank in accordance with Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes 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 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, 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.

opinion

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

(a) 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 at 31 March 2017 in conformity with accounting principles generally accepted in India;

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

(c) 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 accordance with Section 29 of the Banking Regulation Act, 1949;

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; and

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

8. 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.

for, Jain & Jain for, Ramesh C Agrawal & Co for, ABP & Associates for, Kailash Chand Jain & Co.

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

(Ajay B Jain) (Rohitashwa RC Agrawal) (Niranjan Agrawalla) (Sandeep K. Jain)

Partner Partner Partner Partner

M No 110372 M No 408904 M No 087939 M No 110713

FRN 103869W FRN 001770C FRN 315104E FRN 112318W

Place: Mumbai

Date: 09.05.2017

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Mar 31, 2016

1. We have audited the accompanying financial statements of Dena Bank (''the Bank'') as at 31 March 2016, which comprise the Balance Sheet as at 31 March 2016, and the Profit and Loss Account, and the Cash Flow Statement for the year 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 and 737 branches audited by statutory 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 1089 branches which have not been subjected to audit. These unaudited branches account for 8.19 per cent of advances, 27.85 per cent of deposits, 8.20 per cent of interest income and 31.63 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 Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes 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 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 judgement, 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, 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.

Opinion

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

(a) 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 at 31 March 2016 in conformity with accounting principles generally accepted in India;

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

(c) 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 accordance with Section 29 of the Banking Regulation Act, 1949;

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; and

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

8. 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.

For M/s S C Ajmera & Co For M/s Anand & Ponnappan For M/s APAS & Co For M/s Jain & Jain

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

[SC Ajmera] [R Ponnappan] [Abhishek Mahawar] Ajay B Jain

Partner Partner Partner Partner

Mem. No. 081398 Mem. No. 021695 Mem. No. 078796 Mem. No. 110372

FRN 002908C FRN 000111S FRN 000340C FRN 103869W

Place: New Delhi

Date: 13th May 2016

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Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of Dena Bank as at 31st March, 2015, which comprise the Balance Sheet as at 31st March, 2015, the Profit and Loss Account and the Cash Flow Statement for the year then ended, the significant accounting policies, notes to accounts and other explanatory information. Incorporated in these financial statements are the returns of 20 branches and integrated treasury branch audited by us and 677 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 1041 branches which have not been subjected to audit. These unaudited branches account for 6.96% of advances, 32.88% of deposits, 7.22% of interest income and 28.30% of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements drawn up in accordance with the Banking Regulation Act, 1949. 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.

Auditors'' 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 misstatement.

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 but not for the purpose of expressing an opinion on the effectiveness of the Bank''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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. In our opinion, as shown by books of the Bank, and to the best of our information and according to the explanations given to us:

(i) the Balance Sheet, read with the significant accounting policies and 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 2015 in conformity with accounting principles generally accepted in India;

(ii) the Profit and Loss Account, read with the significant accounting policies and 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.

Emphasis of Matter

7. We draw attention to:

(i) Note 18.16e ii of Schedule 18, regarding amortization of pension and gratuity liability pursuant to the exemption granted by the Reserve Bank of India to public sector banks from application of the provisions of Accounting Standard 15 (Revised) Employees Benefits.

(ii) Note 18.16a of Schedule 18, which relates to change in accounting policy wherein unclaimed credit balances lying in suspense receipt accounts for more than five years are no longer considered as miscellaneous Income pursuant to change in Section 26A of Banking Regulation Act. The impact of this change has resulted into understatement of Income by RS. 2.69 cr and over statement of liabilities by the same amount.

Our opinion is not qualified in respect of above matters.

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, 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 generally found adequate for the purposes of our audit.

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

Dear Shareholders of Dena Bank

We have examined the attached Abridged Balance Sheet of Dena Bank as at March 31,2015, the Abridged Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto together with the notes thereon (hereinafter referred as Abridged Financial Statements).

These abridged financial statements have been prepared by the Bank pursuant to Rule 7A of the Companies (Central Government''s) General Rules and Forms, 1956 and as notified by Ministry of Finance, Government of India Vide its letter no. F.No. 7/116/2012-BOA dated August 1, 2012 and are based on the audited financial statements of the Bank for the year ended March 31,2015 drawn up in accordance with the provisions of Section 29 of Banking Regulation Act, 1949 and covered by our report dated 15th May, 2015 to the President of India, which is attached hereto.

For M/s S C Ajmera & Co For M/s. Anand & Ponnappan Chartered Accountants Chartered Accountants

[Arun Sarupria] [B Hariharan] Partner Partner Membership No. 078398 Membership No 207896 FRN 002908C FRN 000111S

For M/s A P A S & Co For M/s Jain & Jain Chartered Accountants Chartered Accountants

[Ankush Golechha] [Ajay B. Jain] Partner Partner Membership No 111980 Membership No 110372 FRN 000340C FRN 103869W

PLACE: MUMBAI DATE: 15th May 2015

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Mar 31, 2014

1. We have audited the accompanying financial statements of Dena Bank as at 31st March, 2014, which comprise the Balance Sheet as at 31st March, 2014, the Profit and Loss Account and the Cash Flow Statement for the year then ended, and the significant accounting policies, notes to accounts and other explanatory information. Incorporated in these financial statements are the returns of 20 branches and integrated treasury branch audited by us and 523 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 1089 branches which have not been subjected to audit. These unaudited branches account for 10.21% of advances, 30.43% of deposits, 6.93% of interest income and 26.88% of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements drawn up in accordance with the Banking Regulation Act, 1949. 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.

Auditors'' 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 misstatement.

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 but not for the purpose of expressing an opinion on the effectiveness of the Bank''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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. In our opinion, as shown by books of the Bank, and to the best of our information and according to the explanations given to us:

(i) the Balance Sheet, read with the significant accounting policies and 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 2014 in conformity with accounting principles generally accepted in India;

(ii) the Profit and Loss Account, read with the significant accounting policies and 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.

Emphasis of Matter

7. We draw attention to:

(i) Note 18.21 j of Schedule 18, which describes the accounting treatment of the expenditure on creation of Deferred Tax Liability on Special Reserve under section 36(1)(viii) of the Income Tax Act, 1961 as at 31st March 2013, pursuant to RBI''s Circular No. DBOD. No. BP.BC.77/21.04.018/2013-14 dated 20th December 2013.

(ii) Note 18.21 j of Schedule 18, regarding creation of Deferred Tax Assets (DTA) on the provision for sacrifice in Restructured Assets;

(iii) Note 18.21 j of Schedule 18, which describes the basis for non- recognition of Deferred Tax Liabilities/ Deferred Tax Assets on the provision for depreciation on Investments.

(iv) Note 18.21e ii of Schedule 18, which regarding amortization of pension and gratuity liability pursuant to the exemption granted by the Reserve Bank of India to public sector banks from application of the provisions of Accounting Standard 15 (Revised) Employees Benefits.

Our opinion is not qualified in respect of above matters.

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, 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 generally found adequate for the purposes of our audit.

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

For M/s. Anand & Ponnappan For M/s APAS & Co

Chartered Accountants Chartered Accountants

[R Ponnappan] [Abhishek Mahawar]

Partner Partner

M No 021695 M No 078796

FRN 000111S FRN 000340C

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Mar 31, 2013

1. We have audited the accompanying financial statements of Dena Bank as at 31st March, 2013, which comprise the Balance Sheet as at 31st March, 2013, Profit and Loss Account and the Cash Flow Statement for the year then ended, and the significant accounting policies, notes to accounts and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us and 511 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 933 branches which have not been subjected to audit. These unaudited branches account for 10.41% of advances, 29.60% of deposits, 8.51% of interest income and 27.87% of interest expenses.

Management's Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements drawn up in accordance with the Banking Regulation Act, 1949. 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 misstatement.

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

(i) the Balance Sheet, read with the significant accounting policies and 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 2013 in conformity with accounting principles generally accepted in India;

(ii) the Profit and Loss Account, read with the significant accounting policies and 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, 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 generally found adequate for the purposes of our audit.

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

for B.K.Khare & Co. For Gandhi Minocha & Co. For P K Chopra & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

Devdatta Mainkar Ajay Katyal K S Ponnuswami

Partner Partner Partner

M No 109795 M No 087915 M No 070276

FRN 105102W FRN 000458N FRN 006747N

For S N Dhawan & Co. For Avanish K Rastogi & Associates. For S C Bapna & Associates.

Chartered Accountants Chartered Accountants Chartered Accountants

Suresh Seth Yashpal Sharma Kartik Bapna

Partner Partner Partner

M No 010577 M No.404939 M No 413084

FRN 000050N FRN 003449C FRN 115649W

Place: Mumbai

Date: 11.05.2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2012, 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 and 21 Regional Offices audited by us and 777 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 by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit & Loss Account are the returns from 449 branches which have not being subjected to audit. These unaudited branches account for 4.27% of advances, 15.84 % of deposits, 2.59 % of interest income and 13.76 % of interest expenses. These financial statements are the responsibility of the Bank's Management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to 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. 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: -

(i) 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.

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

(iii) The returns received from the offices and branches of the Bank have generally been 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 and according to the explanations given to us:

(a) the Balance Sheet, read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 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 the Notes thereon shows a true balance of profit, in conformity with accounting principles generally 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 year ended on that date.

For B K Khare For Gandhi Minocha For P K Chopra & For S N Dhawan For Avanish K For S C Bapna & & Co. & Co. Co. & Co. Rastogi & Associates. Associates. Chartered Accoun tants Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

Devdatta Mainkar Bhupinder Singh K S Ponnuswami Suresh Seth Avanish K Rastogi Jai Prakash Gupta

Partner Partner Partner Partner Partner Partner

M No 109795 M No 092867 M No 070276 M No 010577 M No 072506 M No 088903

Place: Mumbai

Date : 08.05.2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2011 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 21 Regional Offices audited by us, 885 branches audited by other auditors and 289 branches which were not subject 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. The unaudited branches account for 2.00% of advances, 8.65 % of deposits, 1.62 % of interest income and 7.46 % of interest expenses. We have also audited the cash flow statement annexed to the balance sheet for the year ended on that date. These financial statements are the responsibility of the banks management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 statements 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. Subject to the limitations of the audit indicated in paragraphs 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 and subject to the limitation of disclosures required therein, we report that: as referred to in Note No. 18.1 of Schedule 18 of Notes to Accounts: -

(a) Initial matching of entries in Inter-Branch Accounts has been done up to 31st March 2011 and the process of reconciliation is in progress,

(b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches,

(c) There are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend / interest warrants, refund orders paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation / balancing / adjustments.

Impact of the above, as also on the other disclosures / ratios is not ascertained.

5. Without qualifying our opinion, we draw attention to Note number 18.22 (e) to the financial statements, which describes deferment of pension and gratuity liability of the Bank to the extent of Rs. 347.11 cr pursuant to exemption granted by the

Reserve Bank of India to the Public Sector Banks from the application of Provisions of Accounting Standards (AS) 15, Employee Benefits vide its Circular No. DBOD.No. BP.BC.80/ 21.04.018/2010-11 on Re-opening of Pension Option to Employees of Public Sector Banks and Enhancement in Gratuity Limits - Prudential Regulatory Treatment dated 9th February, 2011.

6. We further report that:

(i) Subject to our comments in paragraphs 4 above, read with the Notes to Accounts and Schedules mentioned therein, 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:

(ii) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2011.

(iii) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March 2011.

(iv) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended 31st March 2011.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

D.L. Rawal A.K. Dutt Dr. Tarsem Chand Chairman & Mg. Director Executive Director Director Director

B.P. Vijayendra DR. Pritam Singh Dr. Sunil Gupta Director Director Director

Rohit Khanna IM Almeida R. M.Tiku G. C. Garg S.K.Jain Director Director Chief Manager Dy. Gen. Manager General Manager

As per our separate report of even date attached

For M/s. Gokhale & For B. K Khare & Co. For Gandhi Minocha Sathe & Co. Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

For P K Chopra & Co. For Avanish K Rastogi & For S. C. Bapna & Chartered Accountants Associates Associates Chartered Accountants Chartered Accountants

Kedar Mehendale Santosh Parab Ajay Katyal K.S. Ponnuswami Partner Partner Partner Partner (M.No. 116065) (M.No. 047942) (M.No. 087915) (M.No. 070276)

Yashpal Sharma S. C. Bapna Partner Partner (M.No. 404939) (M.No. 071765)

Place : Mumbai, Date : 29th April, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2010 and the Profi t and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 21 Regional Offi ces audited by us, 846 branches audited by other auditors and 261 branches which were not subject 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. The unaudited branches account for 2.61% of advances, 8.87% of deposits, 0.72% of interest income and 4.03% of interest expenses. We have also audited the cash fl ow statement annexed to the balance sheet for the year ended on that date. These fi nancial statements are the responsibility of the bank's management. Our responsibility is to express our opinion on these fi nancial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the fi nancial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by the management, as well as evaluating the overall fi nancial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Subject to the limitations of the audit indicated in paragraphs 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 and subject to the limitation of disclosures required therein, we report that: as referred to in Note No.18.1 of Schedule 18 of Notes to Accounts: -

(a) Initial matching of entries in Inter-Branch Accounts has been done up to 31st March, 2010 and the process of reconciliation is in progress.

(b) Balancing of subsidiary ledgers / registers and reconciliation with general ledgers is in progress at some branches.

(c) There are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend / interest warrants, refund orders paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation / balancing / adjustments.

Impact of the above, as also on the other disclosures / ratios is not ascertained.

5. We further report that:

(i) Subject to our comments in paragraphs 4 above, read with the Notes to Accounts and Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Signifi cant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March, 2010.

(b) The Profi t and Loss Account read with the Signifi cant Accounting Policies and the Notes thereon shows a true balance of profi t for the year ended 31st March, 2010.

(c) The Cash Flow Statement gives the true and fair view of the cash flow for the year ended 31st March, 2010.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

For R.K.Deepak & Co. For P.Parikh & Associate For B Gupta & Co Chartered Accountants Chartered Accountants Chartered Accountants FRN No. 003145N FRN NO. 107564W FRN NO. 000933C

(Arvind Uberoi) (Sandeep Parikh) (S Prasad)

M.No. 90479 M.No. 39713 M.No. 80958

Partner Partner Partner

For Jain Chowdhary & Co. For Gokhale & Sathe

Chartered Accountants Chartered Accountants

FRN NO. 113267W FRN NO. 103264W

(Siddharth Jain) (Uday Sathaye)

M.No. 104709 M.No. 35107 Partner Partner

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2009 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 21 Regional Offices audited by us, 822 branches audited by other auditors and 245 branches which were not subject 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. The unaudited branches account for 3.74% of advances, 8.62% of deposits, 2.09% of interest income and 8.03% of interest expenses. We have also audited the cash flow statement annexed to the balance sheet for the year ended on that date. These financial statements are the responsibility of the banks management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whetherthe financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 statements 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. Subject to the limitations of the audit indicated in paragraphs 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 and subject to the limitation of disclosures required therein, we report that: as referred to in Note No.18.1 of Schedule 18 of Notes to Accounts: -

(a) Initial matching of entries in Inter-Branch Accounts has been done up to 28th February, 2009 and the process of reconciliation is in progress,

(b) Balancing of subsidiary edgers / registers and reconciliation with general edgers is in progress at some branches,

(c) There are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend / interest warrants, refund orders paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation / balancing / adjustments.

Impact of the above, as also on the other disclosures / ratios is not ascertained..

5. We further report that:

(i) Subject to our comments in paragraphs 4 above, read with the Notes to Accounts and Schedules mentioned therein, 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:

(a.) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2009.

(b.) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March 2009.

(c.) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended 31st March 2009.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

For R K Deepak & Co. For B.Gupta & Co. For P.Parikh & Associates Chartered Accountants Chartered Accountants Chartered Accountants Deepak Gupta S. P. Sinha Ashok Rajgirl (82153) (14854) (6070) Partner Partner Partner

For Jain Choudhary & Co. For Gokhale & Sathe Chartered Accountants Chartered Accountants S. C. Jain Jayant Gokhale (14871) (33767) Partner Partner

---

Mar 31, 2008

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2008 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 20 Regional Offices audited by us, 740 branches audited by other auditors and 301 branches which were not subject 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. The unaudited branches account for 2.45% of advances, 12.51% of deposits, 1.84% of interest income and 11.44% of interest expenses. We have also audited the cash flow statement annexed to the balance sheet for the year ended on that date. These financial statements are the responsibility-of the banks management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 statements 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. Subject to the limitations of the audit indicated in paragraphs 1 & 2 above, and as required by-the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980 and subject to the limitation of disclosures required therein, we report that:

(i) As referred to in Note No. 18.1 of Schedule 18 of Notes to Accounts: -

(a) Initial matching of entries in Inter-Branch Accounts has been done up to 28th February, 2008 and the process of reconciliation is in progress,

(b) Balancing c; subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches,

(c) There are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend/interest warrants, refund orders paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/ balancing/adjustments.

Impact of the above, as also on the other disclosures / ratios is not ascertained.

(ii) Certain income/expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 17.6(a), 17.6(b) and 17.6(c) of Schedule 17 to the Accounts, the same being not in accordance with the Accounting Standard-9 Revenue Recognition issued by The Institute of Chartered Accountants of India (ICAI). The impact of the same, as also on the other disclosures / ratios is not ascertained.

5. We further report that:

(i) Subject to our comments in paragraphs 4(i) to (ii) above, read with the Notes to Accounts and - Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2008.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March 2008.

(c) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended 31st March 2008.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

FOR P.PARIKH & ASSOCIATES For JAIN CHOWDHARY & CO. Chartered Accountants

N.K.Gupta Deepak Gupta Dipankar Sircar S.C.Jain

Place : Mumbai, Date : 30th April, 2008

---

Mar 31, 2007

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2007 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 25 branches and 26 administrative offices audited by us, 669 branches audited by other 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 & Loss Account are the returns from 342 branches, which have not been subjected to audit. These unaudited branches account for 4% of advances, 16.05% of deposits, 2.88% of interest income and 15.18% of interest expenses. We have also audited the cash flow statement annexed to the balance sheet for the year ended on that date. These financial statements are the responsibility of the bank's management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and 'perform the audit to obtain reasonable assurance as to whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 statements 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. Subject to the limitations of the audit indicated in paragraphs 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980 and subject to the limitation of disclosures required therein, we report that:

(i) a) Initial matching of entries in Inter-Branch Accounts has been done up to 28th February, 2007 and the process of reconciliation is in progress.

b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches.

c) As referred to in Note No.18.1 of Schedule 18 to the Accounts, there are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend/interest warrants, refund orders paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/balancing/adjustments. Impact of the above, as also on the other disclosures/ratios is not ascertained.

(ii) Certain income/expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 17.6(i) & 17.6(ii) of Schedule 17 to the Accounts, the same being not in accordance with the Accounting Standard-9 `Revenue Recognition' issued by The Institute of Chartered Accountants of India (ICAI). The impact of the same, as also on the other disclosures/ratios is not ascertained.

(iii) Attention is drawn to Notes on Accounts point 18.19 (a) (i) regarding Change in Accounting Policy for Recognition of Income in respect of Commission on Bank Guarantee, Income from Government Business and Insurance Business. The revised policy is not in accordance with AS - 9 of ICAI.

(iv) Attention is drawn to Notes on Accounts: Note No. 18.9 (a) pertaining to movement of NPA, Note No. 18.12 pertaining to disclosure of Asset Liability Management (ALM), Note No. 18.16 pertaining to Provision for Income Tax and 18.19 (a) (iii) regarding the Income recognized on Sale of Non Performing Assets to ARC, for their impact on the financial statements.

5. We further report that:

(i) Subject to our comments in paragraphs 4(i) to (iv) above, read with ' the Notes on the Accounts and Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2007.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March 2007.

(c) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended 31st March 2007.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

FORBHUDLADIA & CO. FOR KHANDELWAL KAKANI & CO. FOR S. JAYKISHAN Chartered Accountants Chartered Accountants Chartered Accountants

FOR GANDHI MINOCHA & CO. FOR NRIPENDRA & CO. Chartered Accountants Chartered Accountants

SAJAN C.V. GARJANA RATHORE S.CHATTERJEE Partner Partner Partner (M. No. 092146) (M. No. 78147) (M. No. 017361)

AJAY KATYAL RAHUL GUPTA Partner Partner (M. No. 087915) (M. No. 077811)

Place : Mumbai, Date : 25th April, 2007

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Mar 31, 2006

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2006 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 26 administrative offices audited by us, 861 branches audited by other 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 & loss account are the returns from 142 branches, which have not been subjected to audit. These unaudited branches account for 1.06% of advances, 5.90% of deposits, 1.41% of interest income and 6.33% of interest expenses. We have also audited the cash flow statement annexed to the balance sheet for the year ended on that date. These financial statements are the responsibility of the bank's management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 statements 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. Subject to the limitations of the audit indicated in paragraphs 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980 and subject to the limitation of disclosures required therein, we report that:

(i) a) Initial matching of entries in Inter-Branch Accounts has been done up to 31st December, 2005 and the process of reconciliation is in progress.

b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches.

c) As referred to in Note No. 18.1 of Schedule 18 to the Accounts, there are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend/interest warrants, refund orders paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/balancing/adjustments.

Impact of the above, as also on the other disclosures/ratios is not ascertained.

(ii) Certain income/expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 17.7(1) of Schedule 17 to the Accounts, the same being not in accordance with the Accounting Standard-9 `Revenue Recognition' issued by The Institute of Chartered Accountants of India (ICAI). The impact of the same, as also on the other disclosures/ratios is not ascertained.

(iii) Attention is drawn to Notes on Accounts :- Note No18.11 (a) pertaining to movement of NPA, Note No. 18.14 pertaining to disclosure of Asset Liability Management (AIM), Note No. 18.18 pertaining to Provision for Income Tax for their impact on the financial statements.. 5. We further report that:

(i) Subject to our comments in paragraphs 4(i) to (iii) above, read with the Notes on the Accounts and Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2006.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March 2006.

(c) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended 31st March 2006.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

FOR KHANDELWAL KAKANI & CO. FOR S.JAYKISHAN FOR GANDHI MINOCHA & CO. Chattered Accountants Chartered Chartered Accountants Accountants

FOR BHUDLADIA &C O. FOR NRIPENDRA & CO. Chartered Accountants Chartered Accountants

SANTOSH DESHMUKH S.CHATTERJEE BHUPINDER SINGH Partner Partner Partner (M.NO.071011) (M.NO.017361) (M.NO.092867)

GAUTAM K.JAIN S.L. AGARWAL Partner Partner (M.NO.096249) (M.NO.015560)

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Mar 31, 2005

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2005 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 21 administrative offices audited by us, 798 branches audited by other 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 & loss account are the returns from 212 branches, which have not been subjected to audit. These unaudited branches account for 1.61% of advances, 9.85% of deposits, 1.73% of interest income and 10.47% of interest expenses. We have also audited the cash flow statement annexed to the balance sheet for the year ended on that date. These financial statements are the responsibility of the bank's management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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. Subject to the limitations of the audit indicated in para 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and subject to the limitation of disclosure required therein, we report that:

(i) a) There are outstanding entries in Inter-Branch Accounts which have been identified upto 31st December, 2004 and the process of their consequential adjustments is in progress.

b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches.

c) As referred to in Note No. 18.1 of Schedule 18 to the Accounts, there are outstanding entries in the accounts of demand drafts payable, drafts paid ex-advice, suspense accounts, dividend/interest warrants paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/balancing/adjustments. Impact of the above as also on the other disclosures/ratios is not ascertained.

(ii) Certain income expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 17.7(i) of Schedule 17 to the Accounts, the same being not in accordance with the Accounting Standard-9 `Revenue Recognition' issued by The Institute of Chartered Accountants of India (ICAI). The impact of the same as also on the other disclosures/ratios is not ascertained.

(iii) Attention is drawn to Notes on Accounts, Note No.18.10 pertaining to write back of excess provision for income tax, Note No.18.11 pertaining to disclosure of Asset Liability Management (ALM) and Note No. 18.13 pertaining to Movement of NPA for their impact on the financial statements.

5. We further report that:

(i) Subject to our comments in Para 4 (i) and (ii) above, read with the Notes on the Accounts and Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the bank as at 31st March, 2005.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March, 2005.

(c) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended 31st March 2005.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

For B. K. Khare & Co For S. Jaykishan Chartered Accountants Chartered Accountants

For Khandelwal Kakani & Co Chartered Accountants

(Santosh Parab) (Sunirmal Chatterjee) (V.K Khandelwal) Partner Partner Partner

For Gandhi Mlnocha & Co. For Bhudladia & Co. For Nripendra & Co. Chartered Accountants Chartered Accountants Chartered Accountants

(Ajay Katyal) (Gautam Jain) (Rahul Gupta) Partner Partner Partner

Place: Mumbai Date: 20th May 2005

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Mar 31, 2004

1. We have audited the attached Balance Sheet of Dena Bank as at March 31, 2004 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 23 administrative offices audited by us, 847 branches audited by other 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 & Loss account are the returns from 185 branches which have not been subjected to audit. These unaudited branches account for 2.33% of advances, 8.97% of deposits, 1.93% of interest income and 9.14% of interest expenses. We have also audited cash flow statement annexed to the Balance Sheet for the year ended on that date. These financial statements are the responsibility of the bank's management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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. Subject to the limitations of the audit indicated in para 1 & 2 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and subject to the limitation of disclosure required therein, we report that:

(i) a) There are outstanding entries in Inter-Branch Accounts which have been identified upto December 31, 2003 and the process of their consequential adjustments is in progress.

b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches.

c) As referred to in Note No. 18.1 of Schedule 18 to the Accounts, there are outstanding entries in some heads of accounts including demand drafts payable, drafts paid ex-advice, suspense accounts, dividend/interest warrants paid, clearing adjustments, reconciliation between the service branches and participating branches in respect of clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/balancing/adjustments, the impact of which is not ascertainable at this stage.

(ii) Certain income/expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 17.7(i) of Schedule 17 to the Accounts the same being not in accordance with the Accounting Standard-9 regarding "Revenue Recognition" issued by The Institute of Chartered Accountants of India. Impact of which is not ascertained.

(iii) The impact of the change in the accounting policy for recoveries in Non Performing Advances as referred in Note 18.7.1 of Schedule 18 to the Accounts, on assets and liabilities and profit for the year has not been ascertained.

(iv)The effect of our observations stated in the paragraph 4(i), 4(ii) & 4(iii) on the accounts, as also on the other disclosures/ratios is not ascertained.

(v) Without qualifying our opinion, we draw attention to Note No. 18.8 regarding provision for Income Tax, Note No.18.11 pertaining to disclosure of Asset Liability Management (ALM), Note No. 18.13 pertaining to Movement of NPA and Note No. 18.16 pertaining to restructured accounts.

5. We further report that:

(i) Subject to our comments in Para 4(i), 4(ii) & 4(iii) above, read with the Notes on the Accounts and Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the bank as at March 31, 2004.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended March 31, 2004.

(c) The Cash Flow Statement gives the true and fair view of the cash flows for the year ended March 31, 2004.

(ii) 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.

(iii) The transactions of the bank, which have come to our notice, have been within the powers of the bank.

For M/s. Ray & Co. For M/s. B.K. Khare & Co. For M/s. Khandelwal Chartered Accountants Chartered Accountants Kakani & Co. Chartered Accountants

Subrata Roy Santosh Parab Niranjan C. Purandare Partner Partner Partner

For M/s.S.Jaykishan. For M/s. Bhudladia & Co. For M/s. Gandhi Minocha Chartered Accountants Chartered Accountants & Co. Chartered Accountants

Sunirmal Chatterjee Gautam Jain Bhupinder Singh Partner Partner Partner

Place : Mumbai Date : 07-05-2004

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Mar 31, 2003

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2003 and the Profit and Loss Account annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 23 administrative offices audited by us, 824 branches audited by other 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 & Loss account are the returns from211 branches which have not been subjected to audit These unaudited branches account for 1.62% of advances 9.70% of deposits, 1.75% of interest income and 10.03% 0f interest expenses. We have also audited cash flow statement annexed to the Balance Sheet for the year ended on that date. These financial statements are the responsibility of the banks management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 upln Forms"Aand"B" respectively, of the Third Schedule to the Banking Regulation Act, 1949.

4. Subject to the limitations of the audit indicated in para 1 & 2 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and subject to the limitation of disclosure required therein, we report that:

(i) a) There are outstanding entries in Inter-Branch Accounts which have been identified upto 31st December, 2002 and the process of their consequential adjustments is in progress.

b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches.

c) There are outstanding entries in some heads of accounts including demand drafts payable, drafts paid ex-advice, suspense accounts, dividend/interest warrants paid, clearing adjustments, reconciliation between the service branches and participating branches in clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/balancing/adjustments, referred to in Note No. 18.1 of Schedule 18 to the Accounts, the impact of which is not ascertainable at this stage.

(ii) Certain income/expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 17.5.1 of Schedule 17 to the Accounts the same being not in accordance with the Accounting Standard-9 regarding "Revenue Recognition" issued by The Institute of Chartered Accountants of India, impact of which is not ascertained.

(iii) The effect of our observations stated in the paragraph 4(i) & 4(ii) on the accounts, as also on the other disclosures/ratios including Capital to Risk Asset Ratio stated in Note No. 18.11.3 of schedule 18 is not ascertained.

(iv) Without qualifying our opinion we draw attention to Note number18.10. regarding provision tor Income Tax NoteNo.18.11.11 to 18.11.16 pertaining to disclosure of Asset Liability Management (ALM), Movement of NPA and restructured accounts and Note No. 18.11.3 with regard calculation of Capital Adequacy Ratio.

(v) The net profit of the Bank would have been higher by Rs. 13.33 crores If effect of change in Accounting Policy No. 17.8 on Leave Encashment (refer Note No. 18.9 of Notes on Accounts) have not been given.

5. We further report that:

(i) Subject to our comments in Para 4(i) & 4(ii) above, read with the Notes on the Accounts and Schedules mentioned therein, 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:

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is property drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31 st March, 2003.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit tor the year ended 31st March, 2003.

(c) The Cash Flow Statement gives the true and fair view of the cash flows tor the year ended 3181 March 2003.

(ii) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary tor the purpose of our audit and have found them to be satisfactory.

(iii) The transactions of the Bank which have come to our notice have been within the powers of the Bank.

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Mar 31, 2002

1. We have audited the attached Balance Sheet of Dena Bank as at 31st March, 2002 and the Profit and Loss Account annexed thereto for the year ended on that date, in which have been incorporated the returns of 20 branches and 24 administrative offices audited by us, 766 branches audited by other auditors and unaudited returns of 278 branches which are certified by the Branch Managers. The returns received from the branches and administrative offices of the Bank have been found adequate for the purpose of 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.

2. 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.

3. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining on a test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

4. 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.

5. Subject to the limitations of the audit indicated in para 1 to 3 above, and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and subject to the limitation of disclosure required therein, we report that:

(i)(a) There are outstanding entries in Inter-Branch Accounts which have been identified upto 30th September, 2001 and the process of their consequential adjustments is in progress.

(b) Balancing of subsidiary ledgers/registers and reconciliation with general ledgers is in progress at some branches.

(c) There are outstanding entries in some heads of accounts including demand drafts payable, drafts paid ex-advice, suspense accounts, Dividend/Interest warrants paid, clearing adjustments, reconciliation between the service branches and participating branches in clearing, balances with Reserve Bank of India and other banks which are in the process of reconciliation/balancing/adjustments, referred to in Note No. 18.1 of Schedule 18 to the Accounts, the impact of which is not ascertainable at this stage.

(ii) The leave encashment benefit payable to the employees is accounted for on cash basis as stated in Para No. 51 of Schedule 17 to the Accounts, which is not in accordance with the Accounting Standard-15 regarding "Accounting for Retirement Benefits in the Financial Statements of Employers" issued by The Institute of Chartered Accountants of India. The bank's liability in this regard has not been ascertained.

(iii) Certain income/expenditure have been accounted for on cash basis instead of accrual basis as mentioned in Para 5.1 of Schedule 17 to the Accounts the same being not in accordance with the Accounting Standard-9 regarding "Revenue Recognition" issued by The Institute of Chartered Accountants of India. Impact of which is not ascertained.

(iv) The effect of our observations stated in the paragraph 5 (i) to 5 (iii) on the accounts, as also on the other disclosures/ratios including Capital to Risk Asset Ratio stated in Note No. 18.10 of Schedule 18 is not ascertained.

(v) Attention is drawn to Schedule 18 with regard to Note Nos. 18.10. k to 18.10. P pertaining to disclosure of Asset Liability Management (ALM), Movement of NPA and restructured accounts.

6. Subject to our comments in Para 5 above, read with the Notes on the Accounts and Schedules mentioned therein, we further report that:

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

(a) The Balance Sheet read with the Significant Accounting Policies and the Notes thereon is a full and fair Balance Sheet containing the necessary particulars and it is properly drawn up so as to exhibit a true and fair view of the affairs of the bank as at 31st March, 2002.

(b) The Profit and Loss Account read with the Significant Accounting Policies and the Notes thereon shows a true balance of profit for the year ended 31st March, 2002.

(ii) 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.

(iii) The transactions of the bank which have come to our notice have been within the powers of the bank.

FOR G. M. KAPADIA & CO. Chartered Accountants

Place: Mumbai Rajen Ashar Date: 04th June, 2002 Partner