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AL-WAHA ~

AUDITING OFFICE

6.

ALI OWAID RUKHAEYES ~

Albazie &

CO.

Member of

RSM

International

Member of The International Group of Accounting Firms

Public Accountants

Kuwait Airways Building, 7

th

Floor

Shuhada Street, P.O. Box 2115 Safat

13022 - State of Kuwait

T + 965 2410010

F + 965 2412761

www.albazie.com

P.O. Box 27387 Safat

13134 - State of Kuwait

Telephone: (965) 2423415

Facsimile:

(965) 2423417

Independent Auditors'

report

The Shareholders

AI Mazaya Holding Company K.S.C. (Closed)

State of Kuwait

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of AI Mazaya Holding Company K.S.C.

(Closed) (the Parent Company) and subsidiaries (the Group), which comprise the consolidated balance sheet as

at December 31, 2007, and the consolidated statement of income, statement of changes in equity and statement

of cash flows for the year then ended and a summary of significant accounting policies and other explanatory

notes.

We did not audit the financial statements of the subsidiaries, First Dubai for Real Estate Development Company

K.S.C. (Closed) and Mazaya Lebanon Holding - SAL. (Holding) whose total assets and revenues constitute

28.61 % and 14.52% of the respective consolidated totals. The financial statements of First Dubai for Real Estate

Development Company K.S.C. (Closed) and Mazaya Lebanon Holding SAL.

(Holding) for the year ended

December 31, 2007 were audited by other auditors, whose reports were provided to us and our opinion in so far

as it relates to the amounts included in the consolidated financial statements related to these subsidiaries is

based solely on the reports of the other auditors.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in

accordance with International

Financial

Reporting Standards.

This responsibility includes: designing,

implementing and maintaining internal control relevant to the preparation and fair presentation of the

consolidated financial statements that are free of material misstatement, whether due to fraud or error; selecting

and applying appropriate accounting policies; and making accounting estimates that are reasonable in the

circumstances.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing. Those standards require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the

consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditors' judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud

or error. In making those risk assessments, the auditor considers internal control relevant to the entity's

preparation and fair presentation of the consolidated financial statements in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and

the reasonableness of accounting estimates made by management, as well as evaluating the overall

presentation of the consolidated financial statements.