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Bank of Baroda.

BSE: 532134 Sector: Financials
NSE: BANKBARODA ISIN Code: INE028A01039
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VOLUME 2505734
52-Week high 143.40
52-Week low 77.00
P/E 8.32
Mkt Cap.(Rs cr) 68,469
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 127.10
CLOSE 127.45
VOLUME 2505734
52-Week high 143.40
52-Week low 77.00
P/E 8.32
Mkt Cap.(Rs cr) 68,469
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bank of Baroda. (BANKBARODA) - Auditors Report

Company auditors report

To

The Members of Bank of Baroda

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Bankof Baroda (the Bank") which comprise the Balance Sheet as at March 31 2022 theProfit and Loss Account Cash Flow Statement for the year then ended and Notes to theStandalone Financial Statements including Significant Accounting Policies and otherexplanatory information in which are included the returns for the year ended on that dateof the Head office 18 Zonal office 20 branches and Specialized Integrated TreasuryBranch audited by us 2814 domestic branches (including other accounting units andCentralized Processing Centres) audited by the respective Statutory Branch Auditors and 31foreign branches audited by the respective Local Auditors. The branches audited by us andthose audited by other auditors have been selected by the Bank in accordance with theguidelines issued to the Bank by the Reserve Bank of India (‘RBI?).

Also incorporated in the Balance Sheet the Profit and Loss Account andthe Cash Flow Statement are the returns from 5628 domestic branches (including otheraccounting units) which have not been subjected to and Loss Account audit. These unauditedbranches account for 16.49% of advances 36.51% of deposits 13.87% of interest income and37.82% of interest expenses.

In our opinion and to the best of our information and according toexplanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Banking Regulation Act 1949 (the "Act") inthe manner so required for the Bank and are in conformity with the accounting principlesgenerally accepted in India and give:

a) true and fair view in case of the Balance sheet of the state ofaffairs of the Bank as at March 31 2022;

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

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

Basis for Opinion

2. We conducted our audit in accordance with the Standards of Auditing("SAs") issued by the Institute of Chartered Accountants of India ("theICAI"). Our responsibility under those standards are further described in theAuditors? Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Bank in accordance with the Code ofEthics issued by the ICAI together with the ethical requirements that are relevant to ouraudit of the Standalone Financial Statements prepared in accordance with the accountingprinciples generally accepted in India including the appliable Accounting Standard andprovisions of section 29 of Banking Regulation Act 1949 and circulars and guidelinesissued by Reserve Bank of India from time to time and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Emphasis of Matter

3. We invite attention to the following:

a) Note no. C-12 of Schedule 18 which describes the uncertainties dueto outbreak of novel corona virus (COVID 19) and the management?s assessment of itsimpact on the business operations of the Bank.

b) Note No. A-13 (h) of Schedule 18 regarding amortization ofadditional liability on account of revision in family pension amounting to 1454.41 Crores.The Bank has charged an amount of 290.88 Crores to the Profit for the financial year endedMarch 31 2022 and the balance unamortized expense of 1163.53 Crores has been carriedforward in terms of RBI Circular no. RBI/2021-22/105 DOR.ACC. REC.57/21.04.018/2021-22dated October 4 2021.

c) Note No. A-4 (g) of Schedule 18 relating to deferment of provisionof 87.02 Crores pertaining to certain fraud accounts identified during the year endedMarch 31 2022 and to be charged to the Profit & Loss Account in the subsequentquarters in terms of RBI Circular DBR No. BP.BC.92121.04.048/2015-16 dated April 18 2016.

d) Note No. C-16 of Schedule 18 regarding amendments in StandaloneFinancial Statements pursuant to the decision taken by the Board of Directors of the Bank.We had issued our audit report dated May 13 2022 on the Standalone Financial Statementswhich comprises the Balance Sheet as at March 31 2022 the Profit and Loss Account CashFlow Statement for the year ended March 31 2022 and Notes to Standalone FinancialStatements including Significant Accounting Policies and the other explanatoryinformation approved by the Board of Directors of the Bank in their meeting held on May13 2022. The Board of Directors have now recommended an enhancement in the dividendpay-out and accordingly the Standalone Financials Statements have been amended to thatextent and approved by the Board in their meeting held on May 31 2022. Our auditprocedures in relation to the subsequent events are restricted solely to the amendments inthe Standalone Financial Statements pursuant to the Decision of the Board of Directors.

Our opinion is not modified in respect of these matters.

Key Audit Matters

4. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofcurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe Key Audit Matters of the Bank to be communicated in our report:

I. Classification of Advances Income Recognition Identification ofand provisioning for non-performing Advances (Refer Schedule 9 read with Note 4 ofSchedule 17 to the financial statements)

The net advances of the Bank constitutes of 60.81 percent of the totalassets which is the significant part of the financial statements. They are inter-aliagoverned by income recognition asset classification and provisioning (IRACP) norms andother circulars and directives issued by the RBI from time to time which providesguidelines related to classification of Advances into performing and non-performingAdvances (NPA) except in case of foreign offices in which case the classification ofadvances and provisioning thereof is made as per local regulations or RBI guidelineswhichever is more stringent. The Bank classifies these Advances based on IRACP norms asper its accounting policy followed.

Identification of performing and non-performing Advances involvesestablishment of proper mechanism. The Bank accounts for all the transactions related toAdvances in its Information Technology System (IT System) viz. Core Banking Solution (CBS)which also identifies whether the advances are performing or non-performing.

Besides following the prudential norms on Income Recognition AssetClassification and Provisioning relating to Advances issued by the Reserve Bank of India("RBI") the Bank also has certain policies for provisioning on non- performingassets.

The carrying value of these advances (net of provisions) may bematerially misstated if either individually or in aggregate the IRACP norms are notproperly followed.

Further due to reliance placed on data submitted by the borrowers &lead bank for Drawing Power calculations third party for security valuation computationof provisions as per various guidelines issued by the RBI computation of diminution invalue for restructured advances and recognition of interest income including innon-performing advances we determined the above area as a Key

Audit Matter.

Auditors? Responses

 

Principal Audit Procedures

We assessed the Bank?s system in place to identify and provide fornon-performing assets. Our audit approach consisted testing of the design and operatingeffectiveness of the internal controls and substantive testing as follows:

a) We had obtained understanding from the Bank - about thecontrols built in the system checks and balances incorporated with respect to adherenceto the RBI guidelines and related Bank?s Policies for identification ofnon-performing assets provisioning and had accordingly planned our audit procedures.

b) The accuracy of the data input in the system for income recognitionclassification into performing and non performing Advances and provisioning in accordancewith the IRACP norm in respect of the top 20 branches allotted to us. We have also reliedon the work done by the branch auditors for other domestic and foreign branches selectedby the Bank.

c) Existence and effectiveness of monitoring mechanisms such asInternal Audit Systems Audit Credit Audit and Concurrent Audit as per the policies andprocedures of the Bank;

d) Test checked the identification and provisioning of non-performingassets in accordance with RBI Guidelines issued from time to time.

e) Evaluated and tested the management estimates and judgements for thepurpose of identification of NPA and adequacy of provision required as per RBI?sPrudential norms.

f) Evaluated the effectiveness of automated IT based system of assetclassification implemented by the Bank during the year in accordance with the directivesof RBI.

g) We have also relied on the reports of IT System Audit experts withrespect to the business logics / parameters inbuilt in CBS for identification of NPAs andprovisioning in respect thereof.

h) Ensured exceptions noticed during our audit procedures are dulycorrected.

II. Information Technology (IT) and controls impacting financialReporting

The Bank?s financial accounting and reporting systems are highlydependent on the effective working of the Core Banking Solution (CBS) and other IT systemslinked to the CBS or working independently.

Our areas of focus relate to the logic that is fed into the systemsanctity and reliability of the data access management and segregation of duties.

These underlying principles are important because they ensure thatchanges to applications and data are appropriate authorized cleansed and monitored sothat the system generates accurate and reliable reports/ returns and other financial andnon-financial information that is used for the preparation and presentation of thefinancial statements.

Technology (IT) systems are used in financial reporting process. TheBank?s operational and financial processes generate extensive volume on daily basisand process varied and complex transactions which are highly dependent on IT systems.There is a risk that automated accounting procedures and related internal controls may notbe accurately designed and operating effectively hence considered as a key audit matter.

Auditors? Responses

 

Principal Audit Procedures

Our audit procedures include assessment and identification of key ITapplications and further verifying testing and reviewing the design and operatingeffectiveness of the IT system on the basis of reports /returns and other financial andnon-financial information generated from the system on a test check basis. Our auditprocedures included:

a) Obtained an understanding of the Bank?s IT control environmentand IT policies during the audit period.

b) Testing IT general controls related to User and Applicationcontrols Change Management Controls and Data backup.

c) Where we identifiedthe need to perform additional procedures weplaced reliance on manual compensating controls; such as reconciliations between systemsand other information sources or performing additional testing; extended our sample sizesto obtain adequate and appropriate audit evidence.

d) Reliance on the work performed by the statutory branch auditors andthe rectification entries (MOCs) passed based on branch audits;

e) Reliance on external vendor inspection reports wherever madeavailable.

III. Classification and Valuation of Investments Identification ofand provisioning for Non Performing Investments (Schedule 8 read with Note 3 of Schedule17 to the financial Statements)

Investments include investments made by the Bank in various GovernmentSecurities Bonds Debentures Shares Security receipts and other approved securities.

Investments constitute 24.71 per cent of the Bank?s total assets.These are governed by the circulars and directives of the RBI. These directions of RBIinter-alia cover valuation of investments classification of investments identificationof performing investments the corresponding non-recognition of income and provision thereagainst. The valuation of unquoted investments and thinly traded investments is an area ofinherent risk because of market volatility unavailability of reliable prices andmacroeconomic uncertainty.

Accordingly our audit was focused on valuation of investmentsclassification identification of performing investments and provisioning related toinvestments.

The valuation of each category (type) of the aforesaid securities is tobe done as per the method prescribed in circulars and directives issued by the RBI whichinvolves collection of data/information from various sources such as FIBIL rates ratesquoted on BSE/NSE financial statements of unlisted companies etc.

Considering the complexities and extent of judgment involved in thevaluation volume of transactions investments on hand and degree of regulatory focus wedetermined the above area as a Key Audit Matter.

Auditors? Responses

 

Principal Audit Procedures

Our audit approach towards Investments with reference to the RBICirculars/directives included the understanding of internal controls and substantive auditprocedures in relation to valuation classification identification of non-performinginvestments (NPIs) provisioning/depreciation related to Investments. Our audit procedureswith respect to audit of Treasury focused on -

a) We evaluated and understood the Bank?s internal control systemto comply with relevant RBI guidelines regarding valuation classification identificationof NPIs provisioning/depreciation related to investments;

b) For the selected sample of investments in hand we tested accuracyand compliance with the RBI Master Circulars and directions by re-performing valuation foreach category of the security. Samples were selected after ensuring that all thecategories of investments (based on nature of security) were covered in the sample;

c) Independently test-checked valuation of unquoted investments basedon the financial statements for the year ended March 31 2022 or on the basis of otherprescribed procedures in terms of the RBI guidelines.

d) We assessed and evaluated the process of identification of NPIs andcorresponding reversal of income and creation of provision;

e) We carried out substantive audit procedures to re-computeindependently the provision to be maintained and depreciation to be provided in accordancewith the circulars and directives of the RBI. Accordingly we selected samples from theinvestments of each category and tested for NPIs as per the RBI guidelines and recomputedthe provision to be maintained in accordance with the RBI Circular for those selectedsample of NPIs;

IV. Assessment of Provisions and Contingent liabilities including inrespect of certain litigations various claims filed by other parties not acknowledged asdebt (Schedule 12 read with Note 15 of Schedule 17 to the financial statements):

The Bank has disputed claims against it including matters pending atvarious levels in Tax and non tax matters which are pending at various courts/forums andare at various stages in the judicial process. The management has exercised significantjudgement in assessing the possible outflow in such matters.

There is high level of judgement required in estimating the level ofprovisioning. The Bank?s assessment is supported by the facts of matter their ownjudgment past experience and advice from legal and independent tax consultants whereverconsidered necessary. Accordingly unexpected adverse outcomes may significantly impactthe Bank?s reported profit and state of affairs presented in the Balance Sheet.

We determined the above area as a Key Audit

Matter in view of associated uncertainty relating to the outcome ofthese matters which requires application of judgment in interpretation of law.

Accordingly our audit was focused on analysing the facts of subjectmatter under consideration and judgments/ interpretation of law involved.

Auditors? Responses

 

Principal Audit Procedures

a) We have evaluated the appropriateness of the design and tested theoperating effectiveness of the management?s controls over the tax litigation matters.

b) We reviewed the management?s underlying assumptions inestimating the possible outflow and the possible outcome of the disputes. The legalprecedence and other rulings were considered in evaluating management?s position onthese uncertain tax /non tax positions.

c) Further we have relied upon the management judgements industrylevel deliberations and estimates for possible outflow and opinion of internal experts ofthe Bank in relations to such disputed tax positions.

d) Read and analysed select key correspondences internal/externallegal opinions / consultations by management for key disputed non tax matters.

e) Reviewed and verified other legal pronouncements wherever availablein similar matters in the case of the Bank/other corporate. f) Discussed with appropriatesenior management and evaluated management?s underlying key assumptions in estimatingthe provisions.

g) Assessed management?s estimate of the possible outcome of thedisputed non tax cases and relied on the management judgments in such cases.

5. Other Matters

a) We did not audit the financial Statements/financial information of2814 domestic branches (including other accounting units and Centralized ProcessingCentres) and 31 foreign branches whose financial statements reflects total Assets of485112.22 Crores and total revenue of 24680.37 Crores for the year ended on that dateas considered in the standalone financial statements. These branches and processingcentres cover 46.84% of total advances 58.85% of total deposits and 52.08% ofNon-Performing assets as at 31st March 2022 and 31.23% of revenue for the year ended on31st March 2022. The financial statements/information of these branches have been auditedby the Bank?s Statutory Branch Auditors whose reports have been furnished to us andin our opinion in so far as it relates to the amounts and disclosures included in respectof branches is based solely on the reports of such branch auditors.

b) Pursuant to Note No. C-16 of Schedule 18 regarding amendments infinancial statements this report supersedes our earlier report issued on May 13 2022.

Our opinion is not modified in respect of above matters.

Information Other than the Standalone Financial Statements andAuditors? Report thereon

6. The Bank?s Board of Directors is responsible for thepreparation of the other information. The other information comprises the CorporateGovernance report (but does not include the Standalone Financial Statements and ourauditors? report thereon) which we obtained at the time of issue of thisauditors? report and Directors? Report Key Financial Indicators andShareholder?s Information which is expected to be made available to us after thatdate.

Our opinion on the financial statements does not cover the otherinformation and Pillar 3 disclosure under Basel III and we will not express any form ofassurance conclusion thereon.

In connection with our audit of the Standalone

Financial Statements our responsibility is to read the otherinformation identified above and in doing so consider whether the other information ismaterially inconsistent with the Standalone

Financial Statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.

If based on the work we have performed on the other information thatwe obtained prior to the date of this auditors? report we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

When we read the Directors? Report Key Financial Indicators andShareholder?s Information if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

7. The Bank?s Board of Directors is responsible with respect tothe preparation of these Standalone Financial Statements that give a true and fair view ofthe financial position financial performance and cash flow of the Bank in accordance withthe accounting principles generally accepted in India including the applicable AccountingStandards provisions of Section 29 of the Banking Regulation Act 1949 and the circularsand guidelines issued by RBI from time to time. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Bank and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgements and estimate that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone financial statements that give true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Board ofDirectors is responsible for assessing the Bank?s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless Board of Directors either intends to liquidate the Bankor to cease operations or has no realistic alternative but to do so. The Board ofDirectors are also responsible for overseeing the Bank?s financial reporting process.

Auditors? Responsibilities for the Audit of the StandaloneFinancial Statements

8. Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraudis higher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances.

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

Conclude on the appropriateness of management?s use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theBank?s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor?s report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor?s report. However future events or conditionsmay cause the Bank to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governancewithastatementthatwehavecompliedwithrelevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor?s report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss account have been drawn upin accordance with the provisions of Section 29 of the Banking Regulation Act 1949.

10. Subject to the limitations of the audit indicated in paragraph 5 to6 above and as required by the Banking Companies (Acquisition and Transfer ofUndertakings) Act 1970 and subject also to the limitations of disclosure requiredtherein and as required by sub-section (3) of section 30 of the Banking Regulation Act1949 we report that:

a) We have obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit and havefound them to be satisfactory;

b) The transactions of the Bank which have come to our notice havebeen within the powers of the Bank and

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

11. We further report that:

a) In our opinion proper books of account as required by law have beenkept by the Bank so far as it appears from our examination of those books and properreturns adequate for the purposes of our audit have been received from branches notvisited by us;

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

c) The reports on the accounts of the branch offices audited by branchauditors of the Bank as per the provisions of section 29 of the Banking Regulation Act1949 have been sent to us and have been properly dealt with by us in preparing thisreport; and d) in our opinion the Balance Sheet the Profit and Loss Account and the CashFlow Statement comply with the applicable accounting standards to the extent they are notinconsistent with the accounting policies prescribed by the RBI. 12. As required by letterno. DOS.ARG. No.6270 /08.91.001/2019-20 dated March 17 2020 on "Appointment ofStatutory Central Auditors (SCAs) in Public Sector Banks-Reporting obligations for SCAsfrom 2019-20" read with subsequent communication dated May 19 2020 issued by RBIwe further report on the matters specified in paragraph 2 of the aforesaid letter asunder:

a) In our opinion the aforesaid Standalone Financial Statements complywith the applicable accounting standards to the extent they are not inconsistent with theaccounting policies prescribed by RBI;

b) There are no observations or comments on financial transactions ormatters which have any adverse effect on the functioning of the bank.

c) On the basis of the written representations received from thedirectors as on March 31 2022 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164(2) of the Companies Act 2013.

d) There are no qualification reservation or adverse remarks relatingto the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of theBank?s internal financial controls with reference to financial statements is given inAnnexure ‘A? to this report. Our report expresses an unmodified opinionon the Banks?s operating effectiveness of internal financial controls with referenceto financial statements as at March 312022.

ANNEXURE ‘A? TO THE INDEPENDENT AUDITOR?S REPORT

(Referred to in paragraph 12(e) under "Report on Other Legal andRegulatory Requirements" of our report of even date) Report on the Internal financialcontrols with reference to Financial Statements as required by the Reserve Bank of India(the "RBI") Letter no. DOS.ARG.No.6270/08.91.001/2019-20 dated March 17 2020(as amended) (the "RBI communication")

We have audited the internal financial controls with reference toFinancial Statements of Bank of Baroda (the "Bank") as of March 31 2022in conjunction with our audit of the standalone financial statements of the Bank for theyear ended on that date which includes internal financial controls with reference toFinancial Statements of the Bank?s branches.

Management?s Responsibility for Internal Financial Controls

The Bank?s management is responsible for establishing andmaintaining internal financial controls based on "the internal control over financialreporting criteria established by the Bank considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India". Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Bank?s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Banking Regulation Act 1949 and the circulars andguidelines issued by the Reserve

Bank of India.

Auditor?s Responsibility

Our responsibility is to express an opinion on the Bank?s internalfinancial controls with reference to Financial Statements based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver

Financial Reporting (the "Guidance Note") issued by theInstitute of Chartered Accountants of India (the "ICAI") and the Standards onAuditing (SAs) issued by the ICAI to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance

Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to Financial Statements were established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to Financial Statements andtheir operating effectiveness. Our audit of internal financial controls with reference toFinancial Statements included obtaining an understanding of internal financial controlswith reference to Financial Statements assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal financialcontrols based on the assessed risk. The procedures selected depend on the auditor?sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained and the auditevidence obtained by the branch auditors in terms of their reports referred to in theOther Matters paragraph below is sufficient and appropriate to provide a basis for ouraudit opinion on the Bank?s internal financial controls with reference to Statements.

Meaning of Internal financial controls with reference to FinancialStatements

A Bank?s internal financial controls with reference to FinancialStatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Bank?s internalfinancial controls with reference to Financial Statements includes those policies andprocedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the Bank;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the Bank are beingmade only in accordance with authorizations of management and directors of the Bank; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the Bank?s assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal financial controls with reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to Financial Statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Financial Statements to future periods are subject to the riskthat the internal financial controls with reference to Financial Statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of the reports of the branchauditors referred to in the Other Matters paragraph below the Bank has in all materialrespects adequate internal financial Statements and such internal financial controls withreference to Financial Statements were operating effectively as at March 31 2022 basedon "the criteria for internal control over financial reporting established by theBank considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India".

Other Matters

Our aforesaid report in so far as it relates to the operatingeffectiveness of internal financial controls with reference to Financial Statements of2814 branches (including other accounting units and Centralized Processing

Centers) is based on the corresponding reports of the respective branchauditors of those branches. Our opinion is not modified in respect .matter of this

We hereby declare that Auditors Report on Standalone Annual Accounts ofthe Bank for the Financial Year ended 31st March 2022 contain unmodified opinion.

CEO / CFO Certification

Board of Directors

Bank of Baroda

Mumbai

Dear Sirs

Re : CEO/CFO Certification for the quarter/full year ended 31st March2022 Standalone

Pursuant to Regulation 17(8) read with Regulation 33 of SEBI (ListingObligations & Disclosure Requirement) Regulations 2015 we hereby certify that:

a. We have reviewed financial statements for the quarter/ full yearended 31st March 2022 and that to the best of our knowledge and belief: i. Thesestatements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading; ii. These statements together present a trueand fair view of the Bank?s affairs and are in compliance with existing accountingstandards applicable laws and regulations.

b. There are to the best of our knowledge and belief no transactionsentered into by the Bank during the year which are fraudulent illegal or violative of theBank?s code of conduct.

c. We accept responsibility for establishing and maintaining internalcontrols for financial reporting and that we have evaluated the effectiveness of internalcontrol systems of the Bank pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee.

i. Significant changes in internal reporting during the period;

ii. Significant changes in accounting period and that the same havebeen disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of become aware and the involvementtherein if any of the management or an employee having a significant role in theBank?s internal control system over financial reporting.

Ian Desouza Sanjiv Chadha
Chief Financial Officer Managing Director & CEO
Date : 31.05.2022
Place : Mumbai

.