Auditor Report of Syndicate Bank [Merger]

Mar 31, 2019

To

The President of India/ Members

Report on audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Syndicate Bank (‘the Bank’), which comprise the Balance Sheet as at 31 March 2019, the Profit and Loss Account and the Statement of Cash Flows for the year then ended, and notes to financial statements including a summary of significant accounting policies and other explanatory information in which are included returns for the year ended on that date of 20 branches audited by us and 2,268 branches audited by statutory branch auditors including 1 foreign branch. 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 included in the Balance Sheet, the Profit and Loss Account and Statement of Cash Flows are the returns from 1,744 branches which have not been subjected to audit. These unaudited branches account for 0.92 per cent of advances, 25.92 per cent of deposits, 6.30 per cent of interest income and 18.63 per cent of interest expenses.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act, 1949 in the manner so required for bank and are in conformity with accounting principles generally accepted in India and give:

a) true and fair view in case of the Balance sheet, of the state of affairs of the Bank as at 31st March, 2019;

b) true balance of loss in case of Profit and Loss Account for the year ended on that date; and

c) true and fair view in case of statement of cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) issued by Institute of Chartered Accountants of India (ICAI). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements sectionof our report. We are independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed, in the context of our audit of the standalone financial statement as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditors’ Response
1.	Income Recognition,	We have assessed the process
	Asset Classification &	adopted by the bank to ensure
	Provisioning	compliance with Prudential
	The recognition of	norms on Income Recognition
	income on accrual	and Asset Classification (IRAC)
	basis on Advances and	issued by the Reserve Bank
	Investments, Classification	of India. Our audit approach
	of Advances/Investments	consisted testing of the design
	and Provisioning thereof	and operating effectiveness
	are in accordance with	of the internal controls and
	the extant Prudential	substantive testing as under :-
	norms on Income	- Evaluating the design of
	Recognition and Asset	internal controls relating
	Classification (IRAC) issued	to implementation of
	by the Reserve Bank of	Prudential norms on IRAC.
	India. Application of these	- Testing relevant IT Controls
	norms involve certain	on sample basis.
	degree of judgment.	- Review of various audit/ inspection reports made
	Refer Notes 5 & 8	available to us in the
	to Schedule 17 of	relevant areas.
	Standalone Financial	- Placing reliance on the
	Statements	opinions of experts on legal matters, titles, valuation and other aspects of securities charged to the bank. - Review of files of the borrowers selected on sample basis and operations of such accounts. - Performing relevant analytical procedures. - Test Checking of Interest application, levying of other charges, commission etc.

2.	Contingent Liabilities The contingent liability as defined in AS 29-Provisions, Contingent Liabilities and Contingent Assets requires assessment of probable outcomes and cash flows. The identification and quantification of contingent liabilities require estimation and judgment by the management. Refer Schedule 12 of Standalone Financial Statements	We have carried out the validation of the information provided by the management by performing the following procedures - Evaluating reasonableness of the underlying assumptions. - Examining the relevant documents on record. - Relying on relevant external evidence available including legal opinion, relevant judicial precedents and industry practices. - Getting management confirmation where-ever necessary.
3.	IT Systems & Control Preparation of financial statements is highly dependent on Core Banking Solution and other supporting software and hardware controls. Appropriate IT Controls are required to ensure that these IT applications process data as expected and changes are made in an appropriate manner. Such controls contribute to mitigating the expected risk of erroneous output data. Audit outcome is dependent on the extant IT controls and systems.	We have planned, designed and carried out the desired audit procedures and sample checks, which in our opinion are adequate to provide reasonable assurance on the adequacy of IT controls in place. In addition we have relied on IS and other related audit reports and obtained inputs from IS experts in selected areas.

Information other than the Standalone financial statement & auditors thereon

The Bank’s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysis, Board Report’s including annexures to Board Report. Corporate Governance and Shareholders Information, but does not include the standalone financial statement and our auditors’ report thereon.

Our opinion on standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of standalone financial statements, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Bank’s Board of Directors is responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI, and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI’) from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Auditors’ Responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the bank to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statements / information of 2,268 branches included in the standalone financial statements of the Bank whose financial statements/ financial information reflect total assets of Rs.2,76,768 crore as at 31st March 2019 and total revenue of Rs.16,196 crore for the year ended on that date, as considered in the standalone financial statements. The financial statements / information of these branches have been audited by the branch auditors whose reports have been furnished to us, and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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 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 purpose 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.

We further report that:

a) in our opinion, proper books of account as required by law have been kept by the Bank so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

b) the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

c) 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; and

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

For M/s VAITHISVARAN & For M/s J S UBEROI & CO. For M/s S GHOSE & CO

CO LLP Chartered Accountants Chartered Accountants LLP

Chartered Accountants FRN : 111107W FRN : 302184E/E300007

FRN : 004494S/S200037

S GANESAN HARISH BHONEJA BITOL KUMAR SARKAR

Partner Partner Partner

Membership No. 019530 Membership No. 045814 Membership No. 015774

For M/s K K SONI & CO For M/s FADNIS & GUPTE

Chartered Accountants Chartered Accountants

FRN : 00947N FRN : 006600C

SANT SUJAT SONI MANOJ FADNIS

Partner Partner

Membership No. 094227 Membership No. 072707

Place : Bengaluru

Date : 10.05.2019

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Mar 31, 2017

INDEPENDENT AUDITORS’ REPORT

To

The President of India

Report on the Financial Statements

1. We have audited the accompanying financial statements of SYNDICATE BANK, which comprise the Balance Sheet as on March 31, 2017, Profit and Loss Account, 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, 1,862 branches audited by branch auditors and 1 foreign branch audited by a local auditor. 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 2,050 branches which have not been subjected to audit. These unaudited branches account for 4.98 percent of advances, 24.24 percent of deposits, 6.47 percent of interest income and 27.19 percent 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 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 upon the auditors'' 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 auditors consider 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 bank''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 and 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 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 March 31, 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 accounts; 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 accordance with Section 29 of 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.

For and on behalf of the Board of Directors.

Place: Manipal (Arun Shrivastava)

Date : 25.05.2017 Managing Director & CEO

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Mar 31, 2015

1. We have audited the accompanying financial statements of SYNDICATE BANK, which comprise the Balance Sheet as on March 31, 2015, and Profit and Loss Account, 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, 1482 branches audited by branch auditors and 1 foreign branch audited by a local auditor. 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 2026 branches which have not been subjected to audit. These unaudited branches account for 6.97 percent of advances, 22.19 percent of deposits, 5.40 percent of interest income and 20.12 percent 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. 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 upon the auditors'' 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 auditors consider 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. In our opinion and 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 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 March 31, 2015 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 accounts; 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. Without qualifying our opinion, we draw attention to:

a) Note no. 4 b) in Schedule 18 to the financial statements regarding change in accounting policy for the year with respect to appropriation of recoveries in NPA accounts, the impact of which on financial statements is not readily ascertainable.

b) Note no. 8 c) in Schedule 18 to the financial statements regarding the difference between accounting income and taxable income on account of difference in valuation of securities being treated as permanent difference and accordingly recognition of deferred tax liability Rs.754.91 crores as at 31st March, 2015 not considered necessary based on opinion of tax consultant of the Bank.

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 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 J N Sharma & Co For Ramanlal G Shah & Co For K N Goyal & Co

Chartered Accountants Chartered Accountants Chartered Accountants FRN : 000833C FRN : 108517W FRN : 001084N

Kunal Sharma Vivek S Shah Mala Rajan Partner Partner Partner Membership No. 405919 Membership No. 112269 Membership No. 087777

For Ganesan and Company For Vishnu Rajendran & Co. Chartered Accountants Chartered Accountants FRN : 000859S FRN : 004741S

S Swaminathan Tom Joseph Partner Partner Membership No. 023998 Membership No. 201502

Place : Bengaluru Date : 09.05.2015

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Mar 31, 2013

1. We have audited the accompanying financial statements of Syndicate Bank as at 31st March 2013, which comprise the Balance Sheet as at 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 and 41 Regional Offices audited by us, 1258 branches audited by branch auditors and 1 foreign branch audited by overseas auditor. 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 1,620 branches which have not been subjected to audit. These unaudited branches account for 9.49 percent of advances, 24.37 percent of deposits, 8.08 percent of interest income and 23.96 percent 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. 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 amount and disclosures in the financial statements. The procedures selected depend upon the auditors'' 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 auditors consider 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.

Emphasis of Matter

6. Without qualifying our opinion, we draw attention to:

a. Note no. 8 (a) in Schedule 18 regarding recognition of Minimum Alternate Tax (MAT) credit of Rs. 573.59 Crores of earlier years in these accounts in accordance with Sec 115JB of the Income Tax Act, 1961 considering the utilization of the credit as per future profitability and taxable position of the Bank.

b. Note No. 9 (iv) in Schedule 18 regarding deferment of pension and gratuity liability of the Bank to the extent of Rs. 290.76 Crores pursuant to the exemption granted by the Reserve Bank of India from application of the provisions of Accounting Standard 15 on "Employee Benefits" vide its circular no. DBOD. BPBC/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.

Opinion

7. 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 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 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, 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 purpose 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 Thakur Vaidyanath For Chandiok & Guliani For J N Sharma & Co

Aiyar & Co Chartered Accountants Chartered Accountants Chartered Accountants

K N Gupta V K Lalla Kunal Sharma

Partner Partner Partner

Membership No. 009169 Membership No. 080847 Membership No. 405919

FRN : 000038N FRN : 001199N FRN : 000833C

For Ramanlal G Shah & Co For Sambhu N De & Co For K N Goyal & Co

Chartered Accountants Chartered Accountants Chartered Accountants

Vivek S Shah S N Mittra K N Goyal

Partner Partner Partner

Membership No. 112269 Membership No. 011678 Membership No. 011939

FRN : 108517W FRN : 307055E FRN : 001084N

Place : Bangalore

Date : 02.05.2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Syndicate Bank as at 31st March, 2012, 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 38 Regional Offices audited by us, 201 2 branches audited by branch auditors and 1 foreign branch audited by the overseas auditor. 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 of 663 branches which have not been subjected to audit. These unaudited branches account for 1.37 percent of advances, 6.49 percent of deposits, 0.98 percent of interest income and 6.51 percent of interest expenses. These financial statements are the responsibility of the Bank's Management. Our responsibility is to express an opinion on the 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 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.

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.

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:

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.

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

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

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, we report that:

The Balance Sheet read with Significant Accounting Policies and the Notes on Accounts thereon is a full and fair Balance Sheet containing the necessary particulars and is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March, 2012.

The Profit and Loss Account read with Significant Accounting Policies and the Notes on Accounts thereon shows a true balance of Profit for the year ended 31st March, 2012.

The Cash Flow Statement read with Significant Accounting Policies and the Notes on Accounts thereon gives a true and fair view of the cash flows for the year ended 31st March, 2012.

For Jain & Associates For Prakash Chandra Jain & Co.

Chartered Accountants Chartered Accountants

(Regd. No.: 001361N) (Regd. No.: 002438C)

S C Pathak Pratibha Sharma

Partner Partner

Membership No.: 010194 Membership No.: 400755

For S Sonny Associates For R Vender Gupta & Associates

Chartered Accountants Chartered Accountants

(Regd. No.: 003935S) (Regd. No.: 002614N)

S Sundar Raghvender Gupta

Partner Partner

Membership No.: 023425 Membership No.: 081544

For Thakur, Vaidyanath Aiyar & Co. For Chandiok & Guliani

Chartered Accountants Chartered Accountants

(Regd. No.: 000038N) (Regd No: 001199N)

K N Gupta V K Lalla

Partner Partner

Membership No.: 009169 Membership No.: 080847

Place : Bengaluru

Date : 05.05.2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Syndicate Bank as at 31st March, 2011, 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 38 Regional Offices audited by us, 2093 branches audited by branch auditors and 1 foreign branch audited by the overseas auditor. 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 of 380 branches which have not been subjected to audit. These unaudited branches account for 0.42 percent of advances, 3.95 percent of deposits, 0.28 percent of interest income and 3.29 percent of interest expenses. These financial statements are the responsibility of the Banks Management. Our responsibility is to express an opinion on the financial statements based on our audit.

2. 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 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. Without qualifying our opinion, we draw attention to note no. 9(iii) to the financial statements, which describes deferment of Pension and Gratuity liability of the bank to the extent of Rs.581.52 crores pursuant to the exemption granted by the Reserve Bank of India vide Circular dated, February 9, 2011 to public sector banks from application of the provisions of AS 15.

5. 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:

a) 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.

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 purpose of our audit.

6. 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, we report that:

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

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

III. The Cash Flow Statement read with Significant Accounting Policies and the Notes thereon gives a true and fair view of the cash flows for the year ended 31st March, 2011.

For N C Mitra & Co. For Jain & Associates

Chartered Accountants Chartered Accountants

(Regd. No.: 306027E) (Regd. No.: 001361N)

Gourab Mitra S C Pathak

Partner Partner

Membership No.: 061661 Membership No.: 010194

For Prakash Chandra Jain & Co. For S Sonny Associates

Chartered Accountants Chartered Accountants

(Regd. No.: 002438C) (Regd. No.: 003935S)

P C Nalwaya S Sundar

Partner Partner

Membership No.: 033710 Membership No.: 023425

For R. Vender Gupta & For Thakur, Vaidyanath Aiyar Associates & Co.

Chartered Accountants Chartered Accountants

(Regd. No.: 002614N) (Regd. No.: 000038N)

Raghvender Gupta K N Gupta

Partner Partner

Membership No.: 081544 Membership No.: 009169

Place: Bangalore Date : 12-05-2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of SYNDBANK SERVICES LIMITED., as at 31st March 2010 and also the Profit and Loss Account & Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the companies (Auditor’s Report) (Amendment) Order, 2004 (together the ‘Order’) issued by the Central Government of India in terms of sub- section (4A) of the Section 227 of the Companies Act, 1956, of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we considered appropriate and according to information and explanations given to us, we give in the annexure a statement on the matters specified in paragraphs 4 & 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we state 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.

ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books.

iii) The Balance Sheet, Profit and Loss account & Cash Flow Statement referred to in this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act. 1956.

v) On the basis of the written representations received from the Directors, as on 31st March 2010 and taken on record by the Board of

Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010; ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date. iii) In the case of the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

Annexure to the Auditor’s Report: Re: SYNDBANK SERVICES LIMITED Referred to in paragraph 3 of our report of even date. i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) According to the information and explanations given to us, the Company has formulated a regular programme of verification by which all the assets of the Company shall be verified, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. To the best of our knowledge, no material discrepancies were noticed on verification conducted during the year as compared with the book records.

(c) There was no disposal of a substantial part of fixed assets.

ii) The Company does not have any Inventory and hence paragraph 4(ii)(a) to (c) are not applicable.

iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to any Company, firm and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

Accordingly, paragraph 4 (iii) (a) to (d) of the order are not applicable.

iv) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from any Company, firm and other parties covered in the register maintained under Section 301 of the Companies Act 1956.

Accordingly, paragraph 4 (iii) (e) to (g) of the order are not applicable.

v) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any major weakness in the internal control system of the Company.

vi) In our opinion and according to the explanations given to us, there is no transaction that needs to be entered into the register in pursuant of Section 301 of the Companies Act, 1956.

vii) According to the information and explanations given to us, the Company has not accepted deposits from the public during the year covered by our audit report. Therefore the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules there under are not applicable to the company.

viii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

ix) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 with regard to the company’s operation.

x) a) According to the information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, service tax, cess and other statutory dues, applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Service tax were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Income Tax, Service tax and cess which have not been deposited on account of any dispute.

xi) The company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

xiii) In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

xv) According to the information and explanations given to us, the Company is not dealing in shares, securities and debentures. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xvi) The Company has not given any guarantee in connection with loans taken by others.

xvii) The Company has not obtained any term loans during the year.

xviii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

xix) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xx) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

xxi) During the period covered by our audit report, the Company has not raised any money by way of public issue.

xxii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Shabbir and Ganesh Chartered Accountants

Sd/- Place: Bangalore (CA Ganesh Y.) Date : 15-04-2010 Partner

Membership No.: 207231