We have audited the accompanying Balance Sheet of Phoenix Insurance Company Limited as at December 31,2004 and Profit and Loss Account along with related Revenue Accounts and Statement of Cash Flow for the year then ended. The preparation of these financial statements is the responsibility of the Company's management. Our responsibility 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 principle used and significant estimates made by management as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements read in conjunction with the notes (1 to 24) to the financial statements presents, in all material respects, a true and fair view of the financial position of the Phoenix Insurance Company Ltd. as of December 31, 2004 and the results of its operation and its cash flows for the year then ended and that they comply with the Companies Act 1994, The Insurance Act 1938 (except section 27B relating to investment in shares of an unlisted company, section 40C relating to limitation of management expenses, section 41 of the Act relating to rebate of premiums and section 3C of the Act and rule 44 of Insurance Rules 1958 relating to collection of premiums), The Securities and Exchange Rules 1987 (except disclosure of remuneration to directors and officers and itemized details of management expenses), the Bangladesh Accounting Standards and other applicable laws and regulations, but they do not comply with IAS # 19 Employees Benefit and IAS # 24 Related Parties Disclosures.

We also report that:

(i) We have conducted the audit as per applicable International standards on Auditing (lSA);

(ii) Our examination and checking of records, relevant books of accounts, registers, schedules and financial statements were sufficient to enable us to form an informed and assessed opinion on the authenticity and accuracy of the accounts and financial statements;

(iii) We have obtained all the information, explanation and documents as required by us;

(iv) The company management has followed relevant provisions of laws and rules in managing the affairs of the company and proper books of accounts, records and other statutory books have been properly maintained and (where applicable) proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(v) The expenditure incurred and payments made were for the purpose of the Company's business for the year;

(vi) As per section 4O-C(2) of the Insurance Act 1938 as amended, we certify that to the best of our knowledge and belief and according to the information and explanation given to us, all expenses of management wherever incurred and whether incurred directly or indirectly, in respect of insurance business of the company transacted in Bangladesh during the year under report have been duly debited to the related Revenue Account and the Profit and Loss Account of the company and

(vii) As per regulation 11 of part 1 of the third schedule of Insurance Act 1938 as amended, we certify that to the best of our information and as shown by its books, the company during the year under report has not paid any person any commission in any form outside Bangladesh in respect of any of its business re-insured abroad.