Chapter 11 Flashcards

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1
Q

Book and Paper/Book or Paper:

A

Includes: Books of account, cost accounting records, deeds, vouchers, writings, documents, minutes, and registers.
Forms: Can be maintained in hardcopy or electronic form.

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2
Q

Books of Accounts:

A

Includes records maintain in rspect of;
All sums of money received and expended, and related matters.
All sales and purchases of goods and services.
All assets and liabilities.
Items of cost related to production, processing, manufacturing, or mining activities.

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3
Q

Requirements:
(Book of Accounts)

A

Books must fairly present the state of affairs of the company and record all transactions accurately.
Companies engaged in production or manufacturing must also maintain detailed cost accounts.
Records may be maintained in either hardcopy or computerized systems.
Books must be preserved for at least 10 years.
Liquidators must also maintain these books during the winding-up process.

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3
Q

Inspection of Books:

A

By Directors:
Directors are entitled to inspect books during business hours.
If financial information is maintained abroad, copies must be available for inspection by any director.
Employees must assist directors during inspection.
By Members:
Members do not have an absolute right to inspect the books.
Inspection may be authorized by the Companies Act 2017, directors, or a general meeting.

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3
Q

Financial Statements:

A

Contents:
Statement of financial position at the end of the period.
Statement of profit or loss and other comprehensive income (or an income and expenditure statement for not-for-profit entities).
Statement of changes in equity for the period.
Statement of cash flows for the period.
Notes including summary of significant accounting policies and other explanatory information.
Comparative information for the preceding period.
Any other prescribed statements.

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4
Q

Financial Year:

A

In relation to a company or any other body corporate, means the period in respect of which
any financial statement of the company or the body corporate, as the case may be, laid before
it in general meeting, is made up, whether that period is a year or not

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4
Q

Time Limit for Presentation Of Financial statements

A

Annual Requirement: Directors must present financial statements within 120 days of the end of the financial year in a general meeting (not applicable to Single Member Companies).
First Accounts: Must be presented within 16 months of incorporation.
Extension: Companies can apply for a 30-day extension. Listed companies apply to SECP; other companies apply to the registrar.
Maximum Period: Accounts should not cover more than 12 months. Extensions can be granted by the registrar on application.

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4
Q

Keeping the Books:

A

Must be kept at the company’s registered office.
Directors can choose to keep them at another location if a resolution is passed and the registrar is notified within 7 days.
For companies with branch offices, books must be kept at the branch with summarized returns sent to the registered office periodically.

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5
Q

Chief Financial Officer (CFO):

A

An individual appointed to perform functions and duties typically associated with a CFO.

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5
Q

Sending Copies of Financial Statements

A

To Members: Financial statements, auditor’s and directors’ reports, and chairman’s review report (for listed companies) must be sent at least 21 days before the meeting.
To SECP and Others:
Listed companies must dispatch at least 3 copies to SECP, registrar, and stock exchanges.
A copy must also be filed electronically with SECP.
A copy should be retained at the registered office and be available for inspection by members.
Reports should be available on the company’s website for a specified period.

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6
Q

Audit of Financial Statements:

A

Accounts must be audited, and the auditor’s report should accompany the accounts.
Audit requirement does not apply to private companies with paid-up capital not exceeding Rs. 1 million or a higher amount as notified by SECP.

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6
Q

Authentication of F/S

A

Approval: Directors authenticate financial statements by passing a resolution in the meeting.
Signature Requirements:
Chief Executive and at least one director must sign.
For listed companies, CFO must also sign.
If the Chief Executive is abroad, at least two directors must sign.
For private companies with paid-up capital up to Rs. 1 million, an affidavit by Chief Executive (if he signs) or a director (if two directors sign) must be included to confirm board approval.
For Single Member Companies (SMCs), one director must sign.

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7
Q

Directors’ Report

A

Requirement:

Preparation: Boards must prepare a directors’ report each financial year.
Exemptions: Not applicable to private companies with paid-up capital up to Rs. 3 million.

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7
Q

Filing of Accounts:

A

After AGM:
Companies must send one copy of the adopted financial statements to the registrar within 30 days of the AGM for listed companies and 15 days for other companies.
If accounts are not adopted in the meeting, this fact must be reported to the registrar along with the copies.
Filing requirement does not apply to private companies with paid-up capital not exceeding Rs. 10 million or a higher amount as notified by SECP.

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7
Q

Additional Requirement for listed companies (Director’s report)

A

For Listed Companies:
Business Review:
Main trends and factors affecting future development.
Environmental impact of the company’s business.
Corporate social responsibility activities.
Directors’ responsibility for internal financial controls.
Reasons for not declaring dividends if profits are earned and future dividend prospects.
Approval:

Director’s Report and compliance statements must be approved by the board and signed by the CEO and one director

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7
Q

Quarterly Accounts of Listed Companies

A

Preparation:

Deadlines:
1st and 3rd quarters: Within 30 days of the quarter-end.
2nd quarter: Within 60 days of the quarter-end.
Extensions:
SECP may extend the filing period for the 1st quarter by up to 30 days if previously granted an extension.
Half-Yearly Review:
2nd quarter accounts must be reviewed by auditors according to ICAP and SECP guidelines.
Distribution:

Website Posting: Quarterly financial statements must be posted on the company’s website for a specified period.
Transmission: Must be sent electronically to SECP, securities exchange, and registrar within 30/60 days.
Physical Dispatch: If requested by a member, statements must be dispatched in physical form without charge.
Approval and Authentication:

The same approval and authentication requirements for annual accounts apply to quarterly accounts.

8
Q

Contents(Director Report)

A

For All Companies:
State of affairs of the company.
Details of any recommended dividend.
Amounts proposed to be transferred to reserves.
For Public Companies & Subsidiaries:
Names of directors during the financial year.
Changes and commitments affecting the company’s financial position post-financial year-end.
Material changes affecting the company, its holding company, subsidiaries, or any invested company.
Discuss any reservations or adverse remarks by auditors.
Earnings per share (EPS), reasons for losses, and future profit indications.
Shareholding pattern.
Name and incorporation details of the holding company if incorporated outside Pakistan.
Details of loan repayment defaults.
Remuneration packages for directors and CEOs.
Description of principal risks and internal financial controls.

8
Q

Group Financial Statements (Consolidated)

A

Requirements:

Consolidated Financial Statements: Must be attached to the holding company’s financial statements and presented as a single enterprise.
Compliance:
Must comply with the disclosure requirements of the 4th Schedule and International Accounting Standards.
Subsidiaries:
If a subsidiary’s financial year ends more than 90 days before the holding company’s year-end, it must prepare interim financial statements for consolidation.
Auditor’s Report:
Auditors of the holding company must report on consolidated financial statements and address qualifications or notes from subsidiary auditors.
Signing:
Consolidated financial statements must be signed by the same persons as the holding company’s individual financial statements.
Provisions:
All provisions related to accounts and filing apply to consolidated accounts.
SECP may exempt certain subsidiaries from this section on application.
Penalties:

Non-compliance with these provisions is an offence liable to a level 2 penalty.
The section does not apply to private companies with paid-up capital not exceeding Rs. 1 million.

8
Q

Annual Return

A

Definition:

An overview of general company information as of a specific date, including details of officers, auditors, registered office, members, and share capital.
Filing:

Forms:
Form A for companies with share capital.
Form B for companies without share capital.
Timing:
Filed annually within 30 days from the AGM or the last day of the calendar year if no AGM is held or concluded.
Listed companies may get a 15-day extension for special reasons.
No Change:
If no changes have occurred since the last return, inform the registrar with Form C.
SMCs and private companies with capital up to Rs. 3 million are exempt from this notification.
Penalties:

Listed Companies: Level 2 penalty for non-compliance.
Other Companies: Level 1 penalty for non-compliance.