Chapter 6
Annual Records & Reports
6.1 Yasir (Private) Limited
Yasir (Private) Limited is part of a large group of companies including listed
as well as unlisted entities. It is considering to get itself listed on the Pakistan
Stock Exchange. As the CFO of the Company, you are cognizant of the fact
that the responsibilities of the company would increase significantly after it
gets itself listed. Consequently, you are required to make a report for
presentation to the directors as regards the following: (a) Additional
information to be disclosed in the Directors’ report of a listed company. (b)
Circulation of quarterly accounts.
Sol:
a-Additional information to be disclosed in director’s report as a listed
company is as follows:
• the names of the persons who, at any time during the financial year, were
directors of the company;
• the principal activities and the development and performance of the
company’s business during the financial year;
• a description of the principal risks and uncertainties facing the company;
• any changes that have occurred during the financial year concerning the
nature of the business of the company or of its subsidiaries, or any other
company in which the company has interest, whether as a member or
otherwise; (i) Material changes and commitments affecting the financial
position of the company occurred after close of the financial year and before
preparation of the report. (ii) Information and explanation in regard to any
reservation, observation, qualification or adverse remarks, contained in the
auditor’s report. (iii) Pattern of shareholdings. (iv) In case of subsidiary
company, the name of its holding company, and country of incorporation, if it
is established outside Pakistan. (v) Earnings per share. (vi) Reasons for
incurring loss and a reasonable indication of future prospects of profit, if any.
(vii) Information about defaults in payment of debts, if any, and reasons
thereof. (viii) the details in respect of adequacy of internal financial controls;
and (ix) Disclosure with respect to remuneration package of each of the
directors and chief executive including but not limited to salary, benefits,
bonuses, stock options, pension and other incentives; and
1. Main trends & factors likely to effect the future development,
performance & position of companiy’s business.
2. The impact of compnay’s business on environment
3. Activities undertaken by the company with regard to coproates social
responsibility during the year.
4. Director’s responsibility in respect if adequacy of internal financial
control as the case may be.
5. The legitimate reasons for not declaring dividend despite earnin profits
and future prospects of dividend if any.
b-Everly Listed company shall prepare the quarterly FS within period of:
30 days of close of 1st and 3rd quarters of its years of accounts &
60 days of close of its 2nd quarter of its year of accounts.
Provided that cumulative figures for the half year, presented in 2 nd quarter
accounts shall be subject to limited scope review by the statutory audiotrs of
company in such manner & according to such terms & conditions as may be
determined by ICAP & approved by commission.
The quarterly FS shall be posted on company’s website for the information of
its member and also be submitted electronically to commission , securities
exchange and with registarar with above mentioned period.A copy of
quarterly FS shall be dispatched in physical form if so requested to any of
member without any fee.
Provided further that the Commission may specify the time period for which
the quarterly financial statements shall be made available on the website of
the company.
6.2 Metro Limited
In May 2014, Metro Limited (ML) acquired majority shareholding in Metro
Securities (Private) Limited (MSPL). ML and MSPL close their books of account
on 31 December and 30 June respectively. The financial statements of ML for
the year ending 31 December 2014 will be presented to the shareholders in
upcoming annual general meeting of the company. State the responsibilities
of ML as a holding company and MSPL as its subsidiary, under the provisions
of the Companies Act, 2017 in respect of preparation of consolidated
financial statements.
Sol: Responsibilities of ML:
ML shall prepare concolidated FS at the end of its Financial year , which is 31
December 2014 , of the group presented as those of a songle enterprise and
such consolidated FS shall comply with the disclosure requirements of
relevant schedule and financial reporting standards notified by SECP. The
board of ML must lay before its mememebrs in AGM its consolidated FS
within 120 days from the date of close of financial year i.e 30 April 2015.
Responsibility of MSPL:
As year end of MSPL preceeds the year end of its holding company ML, more
than 90 days, MSPL shall make an interim closing on the day on which
theMl’s financial year ends, and prepare FS for consolidation purpose. So
MSPL shall make interim closing on 31 December 2014 from 30 June 2014.
