We have audited the accompanying Balance Sheet of Phoenix Leasing Company Limited (now Phoenix Finance and Investments Limited) as at December 31, 2006 and the related Profit and Loss Account, Cash Flow Statements, Statement of Changes in Shareholders' Equity together with the notes (1 to 38) for the year then ended. The preparation of these financial statements is the responsibility of the company's management. Our responsibilities is to express an independent opinion on these financial statements based on our audit.

We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 accounting 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.

In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards (BAS), give a true and fair view of the state of the company's affairs as of December 31, 2006 and of the results of its operations and its cash flows for the year then ended and comply with the Financial Institutions Act, 1993, the Companies Act, 1994, the Securities and Exchange Rules, 1987, the rules and regulations issued by the Bangladesh Bank and other applicable laws and regulations.