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Annexure 'A' to the Directors Report Corporate Governance Report

AUDITOR'S REPORT ON CORPORATE GOVERNANCE

To
The Members,
The Motor & General Finance Limited,

We have audited the attachd Balance Sheet of The Motor & General Finance Limited as at March 31,2008, the Profit & Loss Account and also the Cash Flow Statement 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 option on there financial statements bases on our audit.

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 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 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.

1. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Goverment of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956 we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5, of the said Order.

2.Attention is drawn to Note No.2 of Schedule-15 "Notes on Accounts", regarding the accumulated losses of the Company as at March 31,2008 having exceeded its networth. However, the Company is generating profits during the last four years, which has led to reduction of accumulated losses. The company has also discounted fresh hire purchase/ leasing business. The management is of the view that the Company has assets of substantial market value to generate enough funds to pay off its entire liablities. In view of the above the accounts have been preapred on the assumption that the Company will continue as a Going Concern.

3. Further to our comments in the Annexure referred to in paragraph 1 above, we report that :

i) Provision has not been made for depreciation on leasehold land and arrears of depreciation has not been quantified {Refer to accounting policy no.6(d).

ii) Provision of Rs.234.84 lacs has not been made for diminution in the value of long term permanent investments (Refer Note No.6)

iii) Provision has not been made for interest of Rs.6.97 lacs for the year on Inter Corporate Deposit (Refer Note No.19).

iv) There is non-compliance of the provisions of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions,1998 with regard to maintenance of Capital Adequacy and Credit / Investment exposure in excess of the prescribed limits (Refer Note No.3(a).

4. We further 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;

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

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and 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 subject to our comments in our paragraphs 3(i) & 3(ii) above.

e) On the basis of written representation received from the Directors, as on March 31, 2008 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2008 from being appointed as a Director under clause(g) of sub-section(1) of section 274 of the Companies Act, 1956.

We further report that, subject to our comments in paragraphs 3(ii) 3(iii) above and without considering the observation made in paragraphs 3(i) and 3(iv) above the effect of which could not be determined, the profit for the year would have been Rs.1743.31 lacs (against the reported figure of Rs.1988.12 lacs) and the carry forward loss would have been Rs.6051.62 lacs (against the reported figure of Rs.5809.81 lacs)

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and Notes on Accounts 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 March 31,2008;

ii) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

  For S. N.Dhawan & Co.
Chartered Accountants


Place: New Delhi
Date :July 31, 2008
.

S. K. Khattar
PARTNER
Membership No.84993
 
 
               
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