|
FOURTH
SCHEDULE
(See section 234)
REQUIREMENTS
AS TO BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF LISTED COMPANIES
PART
I
GENERAL
1. In this Schedule,
unless there is anything repugnant in the subject or context.:-
(i) "accounting
policies" includes the principles, bases, conventions, rules
and procedures adopted by directors in preparing financial statements
of a company;
(ii) "controlled"
means a firm the management of which is controlled by a company or
where the company is entitled to more than fifty per cent of its profits
or is liable to bear more than fifty per cent of its losses;
(iii)"debts"
includes loans and advances and other receivables where it relates
to amounts written off and provision for doubtful and bad debts;
(iv) "executive"
means an employee, other than the chief executive and directors, whose
basic salary exceeds one hundred rupees in a financial year;]
(v) "finance
lease" means a lease that transfers substantially all the risk
and rewards incidental to ownership of an asset. Title may not eventually
be transferred;
(vi) "financial
statements" includes balance-sheet, profit and loss account and
statement of changes in the financial position or statement of sources
and application of funds;
(vii)"fund"
in relation to any reserve, shall be used only where such a reserve
is represented by specifically earmarked investments or other assets
realizable at not less than the amount of the reserve;
(viii)"liability"
includes all liabilities in respect of expenditure contracted for
an all contingent liabilities;
(ix) "operating
lease" means a lease other than a financial lease;
(x) "prior
period items" means charges or credits that arise in the current
financial year as a result of errors or omissions in the preparation
of financial statements of one or more prior financial years;
(xi) "provision"
means any amount written off or retained by way of providing for depreciation,
renewals and diminution in value of assets, or retained by way of
providing for any known liability of which the amount cannot be determined
with substantial accuracy:
Provided that any
amount written off or retained by way of providing for depreciation,
renewals or diminution in value of assets, not being an amount written-off
in relation to fixed assets 4[...] or any amount retained by way of
providing for any known liability, is in excess of that which, in
the opinion of the directors, is reasonably necessary for the purpose,
the excess shall be treated for the purpose of this Schedule as a
reserve and not as a provision;
(xii) "reserve"
subject to the proviso to clause (ix), does not include any amount
written off or retained by way of providing for depreciation, renewals
or diminution or value of assets or retained by way of providing for
any known liability;
(xiii) "turnover"
means the gross income exclusive of trade discount shown on invoices
of bills, derived from sale of goods or from rendering, giving or
supplying services or benefits or from execution of contracts;
(xiv) "unusual
items" means gains or losses that derive from events or transactions
which are distinct from the ordinary activities of a company and therefore
are not expected to recur frequently or regularity; and
(xv) any terms
or expression not defined in the Ordinance or this Schedule shall
be construed to mean the same as under the generally recognised accounting
principles.
2. The following shall
be disclosed in the financial statements namely::-
(i) all material
information necessary to make the financial years statements clear
and understandable;
(ii) if a fundamental
accounting assumption, namely, going concern, consistency and accrual
is not followed in preparation of financial statements, that fact
together with the reasons therefor;
(iii) significant
accounting policies preferably in one place;
(3) For the purpose
of this section, any costs or expenses incurred by the Authority in
or in connection with proceedings brought by the Authority under section
276 shall be treated as expenses of the investigation giving rise
to the proceedings.
(4) Any liability
to reimburse the Authority imposed by clauses (a) and (b) of sub-section
(1) shall, subject to satisfaction of the right of the Authority to
reimbursement, be a liability also to idemnify all persons against
liability under clause (c) of that sub-section.
(5) Any such liability
imposed by clause (a) of sub-section (1) shall, subject as aforesaid,
be a liability also to indemnify all persons against liability under
clause (b) of that sub-section.
(6) Any person liable
under clause (a) or clause (b) or clause (c) of sub-section (1) shall
be entitled to contribution from any other person liable under the
same clause according to the amount of their respective liabilities
thereunder.
(7) Insofar as the
expenses to be defrayed by the Authority under this section are not
recovered thereunder, they shall be borne by the Federal Government.
278. Inspector's
report to be evidence:-
A copy of any report
of any inspector or inspectors appointed under section 263 or section
265 authenticated in such manner, if any, as may be inspectors in
relation to any matter contained in the report.
279. Imposition
of restrictions on shares and debentures and prohibition of transfer
of shares or debentures in certain cases:-
(1) Where it appears
to the Authority in connection with any investigation that there is
good reason to find out the relevant facts about any shares, whether
issued or to be issued, and the Authority is of opinion that such
facts cannot be found out unless the restrictions specified in sub-section
(2) are imposed, the Authority may, by order, direct that the shares
shall be subject to the restrictions imposed by sub-section (2) for
such period not exceeding one year as may be specified in the order:
Provided that, before
making an order under this sub-section, the Authority shall provide
an opportunity of showing cause against the proposed action to the
company and the persons likely to be affected by the restriction.
(2) So long as any
shares are directed to be subject to the restrictions imposed by this
sub-section:-
(iv) change in an
accounting policy that has material effect in the current year or
may have material effect in the subsequent years together with reasons
for the change and the financial effect of the change, if material;
(v) the basis
of conversion or translation into rupees of assets and liabilities
in foreign currencies and the accounting policy followed in respect
of exchange, gains or losses;
(vi) particulars of
any charge on the assets of the company to secure the liabilities
of any other person including, where practicable, the amount so secured;
(vii) where determinable,
the capacity of an industrial unit, actual production and the reasons
for shortfall, if any, except in a case where the Authority upon an
application agrees that such information need not be disclosed in
the public interest;
(viii) the general
nature of any credit facilities available to the company under any
contract, other than trade credit available in the ordinary course
of business, and not availed of at the date of the balance-sheet.
3. Where any suppressed,
concealed or unaccounted income, duty or gain has been declared, disclosed
or admitted before any authority charged with the assessment or recovery
of any tax, duty or gain, by or on behalf of any company, the amount,
nature and financial impact thereof on the company shall be disclosed
alongwith information as to how the directors have or propose to treat
the same in the financial statements of the company.
4. Any penalty (in
terms of money or otherwise) impose any law by any authority shall
be disclosed in the first annual report furnished after the imposition
of the penalty. If, as a result of any appeal, revision, petition,
or review application, such penalty is reduced, enhanced or waived,
the original penalty imposed shall nevertheless be disclosed, and
the fact of any reduction, enhancement or waiver shall be disclosed
in the first annual report furnished after such reduction, enhancement
or waiver.
5. Where any material
shown in the financial statements or included in amount shown therein
cannot be determined with substantial accuracy, an estimated amount
described as such shall be included in respect of that item together
with the description of the item.
6. Except for the
first financial statements laid before the company, financial statements
shall also give the corresponding figures for the immediately preceding
financial years. This requirement shall, in the case of companies
required to prepare half-yearly financial statements, shall be applicable
accordingly to the immediately preceding corresponding period.
7. No provision with
respect to the information to be given in the financial statements
shall be deemed to require the amount of any item that is of no material
significance to be given separately.
8. Any information
required to be given in respect of any of the items in the financial
statements shall, if it cannot be included in such statements, be
furnished in a separate note, schedule or statement to be attached
to and which shall be deemed to form an integral part of the financial
statements.
9. The figures in
the financial statements may be rounded off to the nearest thousand
of rupees.
10. Where any property
or asset, acquired with the funds of the company, is not held in the
name of the company or is not in the possession and control of the
company, this fact shall be stated; and the description and value
of the property or asset, the person in whose name and possession
or control it is held shall be disclosed.
11. If any loan or
advance has been granted or debt allowed on terms softer than those
generally prevalent in trade or any relief or concession allowed in
matter of interest, payment, security or documentation, details with
reasons thereof shall be stated alongwith the nature of interest of
the company or its directors or other officers.
PART II
REQUIREMENTS
AS TO BALANCE SHEET
1. The assets and
liabilities shall be classified under the heading appropriate to the
company's business distinguishing as regard assets between fixed assets,
long-term pre-payments and deferred costs, investments, loans and
advances and current assets and as regards liabilities between share
capital and reserves, long-term loans, 5[redeemable capital] debentures
and deferred liabilities and current liabilities and provisions.
FIXED ASSETS
2. (A) Fixed assets
(other than investments) shall be distinguished between tangible and
intangible and shall be classified under appropriate sub-heads, duty
itemized such as:-
(i) tangible:
(a) land (distinguishing
between free-hold and leasehold);
(b) buildings (distinguishing
between building on free-hold land and those on leasehold land);
(c) plant and machinery;
(d) furniture and
fittings;
(e) vehicles;
(f) capital work in
progress indicating significant itemwise details; and
(g) others (to be
specified);
(ii) intangible:
(a) goodwill;
(b) patents, copyright,
trade marks and designs; and
(c) others (to be
specified).
(B) Under each sub-head,
other than capital work-in-progress, the original cost or the amount
of valuation, as the case may be, and the additions thereto and deductions
therefrom since the date of the previous balance-sheet be stated and
the aggregate amount written off, or provided or retained, up to the
date of the balance-sheet, by way of provision for depreciation or
amortization or diminution in value shall be shown as deduction therefrom.
(C) Where sums have
been written off on a reduction of capital or revolution of assets
and where sums have been added by writing up the assets, the first
balance-sheet subsequent to the reduction or revaluation or writing
up shall show the original cost; the reduced or increased figures,
as the case may be, alongwith the date of and amount of the reduction
or increase made, basis thereof and name and qualification of the
valuer who should be an independent person competent to do so. Every
balance-sheet subsequent to the reduction or revaluation or writing
up, shall show the year and the total amount of the reduction or revaluation
or writing up and the element thereof excluded from or included in
the book value of the assets.
(D) Any exchange,
gain or loss in any year, as a consequence of fluctuations in rate
of exchange, relative to the foreign currency borrowings out of the
proceeds of which assets were acquired may be added to or deducted
from the value of the respective assets and where such addition or
deduction is made, the amount thereof under each sub-head shall be
disclosed together with the depreciation policy therefor.
(E) In the case of
a company which, immediately before the commencement of this Ordinance,
has been providing for depreciation or amortization or diminution
in value by way of lump sum charge to profit and loss account or as
appropriation of profit without allocating the amount so provided
to different sub-heads the amount retained in the books of the company
at the commencement of the said Ordinance as provision of reserve
for depreciation or amortization or diminution in value shall be allocated
against the respective sub-head.
(F) In every case
where the original cost cannot be ascertained without unreasonable
expenses or delay, the valuation shall be the net amount at which
as asset stood in the books of the company as at the commencement
of this Ordinance after deduction of the amounts previously provided
or written off for depreciation or amortization or diminution in value.
(G) Fixed assets used
by the company that are the subject of finance lease shall be separately
identified by each major class of assets.
LONG TERM
INVESTMENTS
3. (A) There shall
be shown under separate sub-heads the aggregate amount respectively
of the company's:-
(i) investments
in subsidiary companies, controlled firms, managed modarabas and other
associated undertakings;
(ii) investments
in listed companies and modarabas other than those included in (i)
above;
(iii) investments
in unlisted companies and modarabas other than those included in (i)
above;
(iv) investments in
immovable properties;
(vi) investments in
debentures and bonds issued by a Government, Municipal Committee or
other local authority; and
(vii) other investments
(to be specified).
(B) Under each of
the sub-heads of Paragraph 3 (A), where applicable there shall be
stated:-
(i) the nature
and extend of the investment made;
(ii) the name of each
company, modaraba, firm, Government, Municipal Committee and local
authority;
(iii) in case of shares,
various classes and different paid up values together with the terms
of redemption, if any, in case of preferences shares;
(iv) in case of modaraba
and 8[redeemable capital] the number of certificates and the nominal
value of each certificates; and
(v) in case of debentures
and bonds, the terms of redemption, if any, and the rate of interest.
(C) There shall be
stated under sub-head 3(A) (iii) the name of the chief executive,
managing agent or modaraba company.
(D) Percentage of
the equity held by the company in an investee company or modaraba
or a controlled firm or other associated undertaking, where it exceeds
ten per cent of the investee's total equity, shall be disclosed.
(E) The mode of valuation
of investments, e.g. cost or market value, shall be stated separately
and, if investments in listed companies or modarabas are valued otherwise
than at market value, the aggregate amount of the market value thereof
shall be shown. Value of investments in unlisted investees to which
paragraph (D) applies, circulated by reference to net assets of the
investee on the basis of the last available audited accounts in the
case of unlisted companies and modarabas and last available accounts
in case of other investees together with the period of such accounts
shall be disclosed.
(F) Provisions, if
any, made for diminution in the value of investments and in respect
of losses of subsidiary companies shall be shown as deduction from
the gross amounts of the respective sub-head.
(G) Investment made
against any specific fund or other item shown on the liabilities side
especially those required to be made under any law shall be stated
separately for each item.
LONG-TERM
LOANS AND ADVANCES
4. (A) There shall
be shown under separate sub-heads, distinguishing between considered
good and considered bad or doubtful, aggregate amount respectively
of the company's:-
(i) loans and advances
to subsidiary companies, controlled firms, managed modarabas and other
associated undertakings;
(ii) loans and advances
to the directors, chief executive, managing agents and executives
of the company and to any of them severally or jointly with any other
person;
(iii) other loans
and advances.
(B) There shall be
stated under sub-head 4 (A) (i) the name of each borrower together
with the amount of loans and advances, the terms of loan and advance
and the particulars of collateral security held, if any.
(C) There shall be
stated under sub-head 4 (A) (ii) separately the aggregate amount of
loans and advances to the directors, chief executive and executives
together with the purposes for which loans and advances were made
and the general terms of repayment.
(D) There shall stated
under sub-head 4 (A) (iii) in respect of loans and advances other
than those to the suppliers of goods or services, the name of the
borrower and term of repayment if the loan or advance is material
together with the particulars of collateral security, if any.
(E) There shall be
disclosed separately in respect of sub-head 4 (A) (ii) the maximum
aggregate amount of loans and advances outstanding at any time since
the date of incorporation or since the date of the previous balance-sheet,
whichever is later. Such maximum amounts to be calculated by reference
to month-end balance.
(F) Provision, if
any, made for bad or doubtful loans and advances shall be shown as
a deduction under each sub-head of paragraph 4 (A).
(G) Loans and advances
due for payment after a period of twelve months from the date of balance-sheet
shall be shown under this head indicating separately:-
(i) outstanding for
periods exceeding three years; and
(ii) others.
LONG-TERM
DEPOSITS, REPAYMENTS AND DEFERRED COSTS
5. (A) There shall
be stated separately long-term deposits, long-term deposits, long-term
prepayments and deferred costs. Any material item shall be disclosed
separately.
(B) Deferred costs
shall include preliminary expenses, amount allowed on the issue of
shares, if any, and expenses incurred on the issue of shares including
any sums paid by way of commission of brokerage on the issue of shares,
to the extend not written off or adjusted and each of these items
shall be stated separately.
(C) In respect of
each material item of prepayments and deferred cost, the basis on
which each item is being amortized or written off shall be stated
and in respect of each item of deferred costs the reasons for carrying
forward such costs shall be stated. Deferred costs shall be written
off during a period not exceeding five years commencing from the financial
year in which the costs were incurred.
CURRENT ASSETS
6. (A) Current assets
shall be classified under sub-heads appropriate to the company's affairs,
including, where applicable, the following::-
(i) stores and
spare parts distinguishing, where practicable, each from the other;
(ii) loose tools;
(iii) stock-in-trade,
distinguishing where practicable, between (a) stock of raw materials
and components (b) work in progress (c) stock of finished products
and (d) other stocks;
(iv) trade debts which
shall include amounts due in respect of goods sold or services rendered
or in respect of other contractual obligations but shall not include
the amounts which are in the nature of loans or advances. Debts considered
good and debts considered doubtful or bad shall be separately stated.
Debts considered good shall be distinguished between those which are
secured and those for which the company holds no security other than
the debtor's personal security;
(v) loans and advances
due for repayment within a period of twelve months from the date of
the balance-sheet, showing separately those considered good and those
considered doubtful or bad;
(vi) trade deposits
and short term prepayments and current account balances with statutory
authorities;
(vii) bills receivable;
(viii) marketable
securities, other than long-term investments;
(ix) interest
accrued or interest outstanding;
(x) other receivables
specifying separately the materials items;
(xi) tax refunds
due from Governments, showing separately excise duties customs duties,
sales tax, income tax, etc.; and
(xii) cash and bank
balances, distinguishing between (a) amount in hand, (b) amount in
transit and (c) balance with banks indicating the nature thereof,
e.g., on current or deposit account.
Amounts required to
be kept in special or separate accounts under any law shall be shown
separately.
(B) In the case of
sub-heads 6 (A) (i), (ii) and (iii), the respective basis of valuation
shall be stated. If the basis such as "cost", "net
realisable value" or "cost or net realisable value whichever
is lower" is given, there shall also be given to the extent practicable
a general indication of the method of determining the "cost"
or "net realisable value" e.g., "average cost",
"first-in, first out" or "last in, first-out".
Where the basis of valuation involves departure from the recognized
accounting principles, the reasons therefor alongwith financial impact.
(C) In the case of
sub-heads 6 (A) (iv), (v) and (x) the following particulars shall
be stated separately::-
(a) the aggregate
amount due by directors, chief executive, managing agents and executives
of the company and any of them severally or jointly with any other
person;
(b) aggregate amount
due by associated undertakings, controlled firms and managed modarabas
names to be specified in each case.
(c) the maximum amount
of debts under each of the preceding items (a) and (b), at any time
since the date of incorporation or since the date of previous balance-sheet,
whichever is the later. Such maximum amounts to be calculated by reference
to month-end balance.
(D) In the case of
sub-head 6 (A) (viii), same information, as far as applicable, shall
be disclosed as specified in paragraph 3 in respect of long-term investments.
(E) Provision, if
any, made for diminution in the value of or loss in respect of any
current asset shall be shown as a deduction from the gross amount
of the respective assets.
(F) In the opinion
of the directors any of the current assets have, on realization in
the ordinary course of the company's business, a value less than the
amount at which they are stated in the financial statements, a disclosure
of the fat that the directors are of that opinion together with their
estimates of the realisable value and the reasons for assigning higher
values in the balance-sheet shall be required.
SHARE CAPITAL
AND RESERVES
7. (A) Share capital
and reserve shall be classified under the following sub-heads::-
(i) paid
up capital, distinguishing between different classes of shares and
the amount paid up in respect of each class; and
(ii) reserves,
distinguishing between capital reserves and revenue reserves, capital
reserves shall include capital redemption reserve, share premium account,
[...] profit prior to incorporation or any reserve not regarded free
for distribution by way of dividend (to be specified), while revenue
reserves shall include general reserve dividend equalisation reserve,
[...] other reserves created out of profit (to be specified), and
unappropriated profit (i.e. credit balance of profit and loss account
after appropriations for the period to the date of balance-sheet).
Additions to and deductions from each item of reserves shall be shown
in the balance-sheet under the respective items unless they are disclosed
in the profit and loss account or a statement or a report annexed
thereto. Accumulated loss-adverse balance of profit and loss account
shall be shown as deduction from the capital and reserves.
(B) There shall be
shown in the balance-sheet:-
(i) authorised share
capital, distinguishing between various classes of shares and stating
the number and value of each class;
(ii) issued share
capital, distinguishing between various classes of shares and stating
the number and value in respect of each class;
(iii) subscribed shares
capital, distinguishing between various classes of shares and stating
the number and value in respect of each class. In the case of preference
shares, the rate of dividend shall be stated;
(iv) called up share
capital, distinguishing between various classes of shares and stating
the number, value and the amount called up in respect of each class;
(v) calls unpaid as
a deduction from called up capital, distinguishing calls unpaid by
(a) directors (including chief executive), (b) managing agents, (c)
executives, and (d) others;
(vi) paid up share
capital, distinguishing in respect of each class between (a) shares
allotted for consideration paid in each, (b) shares allotted for consideration
other than cash, and (c) bonus shares stating the number and value
of each class;
(vii) particulars
of any option on unissued shares, such as amount of option, class
of shares, issued price during which option is exercisable, etc.;
(viii) in the case
of redeemable preference shares, the terms of redemption or conversion,
if any together with the earliest date on which the company has power
to redeem or the company or the holder of the shares has power to
convert the share; and
(ix) in the case of
subsidiary companies the number of shares of each class held by the
holding company.
(C) Where circumstances
permit, authorised, issued, subscribed and paid up capital or any
two or more of them may be shown as one item.
2SURPLUS
ON REVALUATION OF FIXED ASSETS
7-A. The surplus on
revaluation of fixed assets shall be treated and shown as specified
in Section 235. Addition to, deductions from, adjustments in or application
of the surplus or revaluation, whether resulting from disposal of
the revalued asset(s) or otherwise (details to be provided), shall
also be stated.
REDEEMABLE
CAPITAL
7-B. (1) The finance
obtained by issue of, or representing redeemable capital shall be
distinguished between:-
(i)
participatory redeemable capital and other redeemable capital; and
(ii) secured
and unsecured.
(2) Under each class,
the finance obtained shall be distinguished as obtained on the basis
of or representing:
(i)
participation term certificate (PTC);
(ii) musharika
arrangement;
(iii) term finance
certificates (TFC);
(iv) long-term
running finance utilised under mark-up arrangement; and
(v) other securities
or instruments (to be specified).
(3) There shall
be shown:-
(i) face
value or nominal value;
(ii) nature
of instrument evidencing investment of holder in such capital;
(iii) all material
terms and conditions of the agreement for the issue, including:-
(a) consideration
received or to be received by the company, whether in cash or in specie
or against any promise, guarantee, undertaking or indemnity issued
to or in favour of or for the benefit of the company;
(b) mode and
basis of repayment or redemption stating the purchase price or mark-up
amount to be repaid;
(c) arrangement
for sharing of profit and loss;
(d) provision,
if any, for creation of a participatory reserve by the company;
(e) the right,
if any, of the holders to convert the outstanding balance of such
capital or part thereof into ordinary shares of the company and the
event(s) in which such right is exercisable.
(f) the details
of events of default in payments or otherwise which have occurred
and resulted in or may result in exercise of the option referred to
in clause (c) or any other right or option available in consequence
thereof; and
(g) where any
part of redeemable capital is secured otherwise than by the operation
of law on any asset of the company, the fact that it is so secured,
together with a statement of the assets upon which it is secured and,
where more than one class of liabilities or redeemable capital is
so secured, their relative priorities with respect to payment or return,
mark up or profit and redemption.]
DEBENTURES
AND LONG-TERM LOANS
8. (A) Borrowing in
respect of debentures shall be separately shown classified as secured
and unsecured together with a statement of the assets upon which they
are secured and where more than one class of liabilities is so secured
their relative priorities and material terms with respect to payment
of interest and redemption shall be stated.
(B) There shall be
stated in respect of each class of debentures-
(a) the rate of interest;
(b) terms of redemption
or conversion;
(c) the earliest dates
on which the debentures may be redeemed or the company or holder thereof
has power to convert them into shares;
(d) particulars of
any redeemed debentures where the company has power to re-issue;
(e) if any sinking
fund exists.
(C) Where any of the
company's debentures are held by a nominee of or a trustee for, the
company, the amount thereof, calculated on the same basis as the total
amount standing in the balance-sheet in respect of the debentures
of that class shall, unless and until the debentures so held are re-issued
or cancelled, be shown as deduction from total.]
(D) Long-term loans
shall be classified as secured and unsecured, and under each class
shall be shown separately::-
(i) loans
from banking companies and other financial institutions;
(ii) loans from
subsidiary companies, controlled firms, managed modarabas and other
associated undertakings;
(iii) loans from directors
(including chief executive), managing agents and employees of the
company;
(iv) other loans;
(E) There shall be
stated in respect of each loan:-
(a) the rate of interest;
(b) instalments or
period in which the loan has to be repaid;
(c) where any of the
long-term loans and secured otherwise than by the operation of law
on any assets of the company the fact the loans are so secured, together
with a statement of the assets upon which they are secured and where
more then one class of liabilities is so secured, their relative priorities
with respect to payment of interest or profit and redemption;
(d) any other material
terms.
LIABILITIES
AGAINST ASSETS SUBJECT TO FINANCE LEAST
9. The aggregate amount
of liabilities related to assets subject to finance shall be shown
either as the total of the minimum lease payment or as the net present
value of the liabilities, disclosing in summary from:-
(a) the interest rates
used as the discounting factor;
(b) amount of future
payments and the periods in which they will become due;
(c) purchase options
or terms of escalation;
(d) financial restrictions
imposed, if any;
(e) any other material
terms.]
DEFERRED
LIABILITIES
10. (A) Liabilities
as are under recognised accounting principles appropriately classified
as deferred shall be shown distinguished as:-
(a) for taxation;
(b) for pension, gratuity
and other staff benefit schemes;
(c) other deferred
liabilities showing separately (material items).
(B) Where any of the
deferred liabilities are secured otherwise than by the operation of
law on any assets of the company, the fact that the liabilities are
so secured, together with a statement of the assets, upon which they
are secured, and where more than one class of liabilities is so secured,
their relative priorities with respect to payment of interest or profit
and redemption.
(C) Where any deferred
liability it represented by accumulations which are required by the
Ordinance or any other law to be invested in any specific manner or
kept in a special deposit or account, the same shall be shown separately
indicating the model in which it is invested, deposited or kept.
(D) Where any liability
has not been fully provided for, the extent to which it has not been
provided for together with the reasons thereof (showing separately
the portion relating to the financial year) shall be disclosed.
LONG-TERM
DEPOSITS
11. The aggregate
amount of deposits classified according to nature and repayment period
shall be shown alongwith rate of interest payable thereon and other
material terms. Such deposits shall be classified as:-
(a) from customers;
(b) from employees;
(c) from others.
CURRENT LIABILITIES
12. (A) Current liabilities
shall mean liabilities due and payable (other than liabilities the
payment on which may, at the company's option, be postponed) within
twelve months from the date of the balance-sheet, together with such
other liabilities as are under recognised accounting principles appropriately
so classified.
(B) Current liabilities
and provisions shall, so far as they are appropriate to the company's
business, be classified under the following sub-heads::-
(i) short-term
loans, distinguishing between secured and unsecured and between loans
taken from:-
(a) banking companies
and other financial institutions;
(b) subsidiary companies,
controlled firms, managed modarabas and other associated undertakings;
(c) directors (including
chief executive) and managing agents; and
(d) others;
(ii) current portion
of long-term liabilities;
(ii-a) short-term
running finance utilized under mark-up arrangement, distinguishing
between secured and unsecured together with a statement of the assets
upon which it is secured, the extent of the facility available, the
rate of mark-up and the period within which the mark-up or repurchase
price is to be repaid];
(ii-b) current portion
of the aggregate amount of liabilities related to the assets subject
to finance lease;]
(iii) deposits
stating separately those repayment on demand and others alongwith
rate of interest payable thereon, if any;
(iv) creditors;
(v) accrued
liabilities;
(vi) bills payable;
(vii) advance payments
and unexpired discounts for the portion for which value is still to
be given, if any;
(viii) interest accrued
on secured loans;
(ix) interest accrued
on unsecured loans;
(x) profit, return
or mark-up accrued or proposed on each class of redeemable capital.
(xi) other liabilities,
if any (to be specified), e.g., unclaimed dividend, unpaid dividend;
(xii) provision for
taxation, showing separately excise duties, customs duties, sales
tax, income tax, etc.;
(xiii) proposed dividend;
and
(xiv) other provisions
and accruals for contingencies (to be specified, if material).
(C) Where any short
term loans or any other liabilities of the company are secured otherwise
than by the operation of law on any assets of the company, the fact
that the liabilities are so secured shall be stated, together with
a statement of the assets upon which they are secured, and where more
than one class of liabilities is so secured, their relative priorities
with respect to payment of interest or profit and redemption.
13. No liability shall
be shown in the balance-sheet or the notes thereto at a value less
than the amount at which it is repayable (unless the quantum of repayment
is at the option of the company) at the date of the balance-sheet
or, if it is not then repayable, at the amount at which it will first
become so repayable thereafter, less, where appropriate, a reasonable
deduction for discount until that date.
CONTINGENCIES
AND COMMITMENTS
14. There shall be
added a foot-note to the balance-sheet, showing separately:-
(i) arrears of fixed
cumulative dividends on preference shares together with the period
for which the dividends are in arrears. If there is more than one
class of preference shares, the gross amount to dividends, in arrears
on each such class shall be stated separately;
(ii) aggregate amount
of any guarantees given by the company on behalf of the chief executive,
directors, managing agents or other employees of the company or any
of them (severally or jointly with any other person), subsidiaries,
associated undertakings managed modarabas or only other person shall
be stated separately, if material and where practicable, the general
nature of the guarantee;
(iii) except where
the amount o the contingent loss has been accrued in the financial
statements or the possibility of a loss is remote, following information
regarding the existence of contingent loss:
(a) the nature of
contingency;
(b) the uncertain
factors that may affect the future outcome;
(c) an estimate of
the amount of loss or the range of amount of loss or a statement that
such an estimate cannot be made.
Similar information
regarding the existence of a contingent gain shall be provided if
it is probable that the gain will be realised;
(iv) where practicable
the aggregate amount or estimated amount, if it is material, of contracts
for capital expenditure, so far as not provided for;
(v) other sums for
which the company is contingenly liable; and
(vi) any other commitment,
if the amount is material, indicating the general nature of the commitment.
PART III
REQUIREMENTS
AS TO PROFIT AND LOSS ACCOUNT
1. The profit and
loss account shall be so made out as to disclose clearly the operating
results of the company during the financial year covered by the account
and shall show, arranged under the most convenient heads, the gross
income and the gross expenditure of the company during the financial
year disclosing every material feature and in particular the following::-
(A) (i) the turnover
and showing as deduction therefrom:-
(a) commission paid
to sole selling agent;
(b) commission paid
to other selling agents; and
(c) brokerage and
discount on sales;
(ii) income from investment,
showing separately income from each associated undertaking and from
other investments;
(iii) income from
modaraba certificates;
(iv) income arising
from redeemable capital showing separately the income from each class
of such capital];
(v) income by way
of interest on loans and advances and other interest;
(vi) profit
on sale of investments;
(vii) profit on sale
of fixed assets;
(viii) income arising
from unusual items;
(ix) income arising
from prior period items; and
(x) other income,
showing separately every material item and the nature of each such
item.
(B) (i) The value
of the stock-in-trade, including raw materials and components, work
in progress and finished products, as the commencement and as at the
end of the financial year; and
(ii) purchase
of raw materials and components and finished products; or
(iii) instead of the
information in (B) (i) and (ii) above, cost of raw materials and components
consumed and cost of purchased finished goods sold.
(C) expenditure on:-
(i) stores and spare
parts consumed;
(ii) fuel and power;
(iii) salaries and
wages including bonus, contribution to provident and other funds and
expenses on staff welfare;
(iv) rent, municipal
rates and provincial and local taxes;
(v) insurance;
(vi) repairs and maintenance;
and
(vii) patents, copyrights,
trade marks, designs, royalties and technical assistance;
(D) The aggregate
amount of auditors' remuneration. Whether fees, expenses or otherwise,
for service rendered as auditors or in any other capacity showing
separately the remuneration for services rendered as auditors and
the remuneration for services rendered in any other capacity and stating
the nature of such other services. In the case of joint auditors,
the aforesaid information shall be shown separately for such of the
joint auditors.
(E) Other expenses,
showing separately every material item and the nature of each such
item. In the case of donations where any director or his spouse has
interest in the donee, the names of such directors, their interest
in the donee and the names and addresses of all donees shall be disclosed.
(F) (i) The amount
provided for depreciation, renewals, or diminution in the value of
fixed assets;
(ii) if such
provision is not made by means of a charge for depreciation, the method
adopted for making such provision shall be disclosed;
(iii) where such provision
is made by means of charge for depreciation, the value of the assets
and the additions or depletions thereto, the depreciation methods
and the depreciation rates used for fixed assets under each sub-head
of paragraph 2 (A) of Part II of this Schedule shall be disclosed;
(iv) where no such
provision has been made, the reasons for not making it and the amount
of depreciation which should have been provided and the quantum of
arrears of depreciation, if any, shall be disclosed;
(G) 5(i) the share
of profit of holders of redeemable capital distinguishing the amount
paid and that payable in respect of each class of such capital.
(ii) the amount of
interest on borrowings, showing separately the amount of interest
on the company's debentures, on other long-term loans and on short-terms
loan and showing by way of a note the amount of interest on borrowings
from the associated undertakings, directors (including chief executive)
and the managing agent, if any;
(iii) loss or provision
for loss on redeemable capital showing separately the extent of loss
or provision therefor in respect of each class of such capital;
(iv) loss on sale
of investments;
(v) loss on sales
of fixed assets;
(vi) debts written
off as irrecoverable distinguishing between trade and other debts;
(vii) provisions for
doubtful or bad debts distinguishing between trade and other debts;
(viii) provision for
diminution in value of investments;
(ix) loss or
expenses arising from unusual items and provisions therefor;
(x) loss
or expenses arising from prior period items and provisions therefor;
(xi) provision
for losses of subsidiaries, controlled firms and associated undertakings:
Where loss is actually incurred the extent of loss in the case of
each subsidiary company, controlled firm and associated undertaking
shall be disclosed by way of a note;
(xii) (a) provision
for taxation on income, capital gains and other tax or taxes, showing
separately the provision for liability in respect of the profit, of
the financial year and the provision for liability deferred due to
timing differences and distinguishing, where applicable, between the
provision for Pakistan taxation and the provision for taxation elsewhere;
(b) provision
for deferred liability for taxation on income for the financial year
may exclude the tax effects of certain timing differences when there
is reasonable evidence that these timing differences will not reverse
for some considerable period (at least three years) ahead. There should
also be no indication that after this period these timing differences
are likely to reverse;
(c) where provision
for taxation in respect of the profits of the period is reduced by
the writing back of a part of the whole or the provision for deferred
liability made in previous periods the amount written back shall be
shown as deduction from the gross charge for taxation; and
(xiii) other provisions
for meeting specific liabilities, contingencies or commitments (material
items to be shown separately).
(H) (i) the amount
set aside or proposed to be set aside as reserves, showing separately
the respective amounts in respect of each item of reserve;
(ii) the amount
of the dividend proposed.
2. The profit and
loss arising from "hedge" and "forward" contracts,
trading in "futures" and "badla (contango and backwardation)"
and other transactions of a similar nature, carried forward or completed
by "meeting the difference" and not resulting in actual
purchase or sale of stock-in-trade shall not be deducted from or added
to the cost of items (B) (ii) and (iii) in paragraph 1 of this Part,
and shall be shown separately in the profit and loss account.
3. There shall be
stated by way of a note the respective amounts included in item (G)
(iv) and (v) of paragraph 1 of this Part for (a) debts due by the
directors, chief executive, managing agents and executives of the
company and any of them severally or jointly with any other person,
(b) debts due by associated undertakings.
4. The following shall
be stated by way of a note:
(a) the aggregate
amount charged in the financial statements in respect of the directors,
chief executive, managing agents and executives by the company as
fees, remuneration, allowances, commission perquisites or benefits
or in any other form or manner and for any services rendered, and
shall give full particulars of such aggregate amounts, separately
for the directors, chief executive, managing agents, and executives
together with the number of such directors and executives, under appropriate
heads such as:-
(a) fees;
(b) managerial
remuneration;
(c) remuneration
or commission based on net profit or turnover;
(d) reimbursable
expenses which are in the nature of a perquisite or benefit;
(e) pension
gratuities, company's contribution to provident, superannuation and
other staff funds, compensation for loss of office and in connection
with retirement from office;
(f) commission
indicating the nature thereof and the basis on which such commission
is payable;
(g) other
perquisites and benefits in cash or in kind stating their nature and,
where practicable, their approximate money values; and
(h) the
amounts, if material, by which any items shown above are affected
by any change in an accounting policy.
The amounts paid to
each individual referred to in this clause shall not be shown separately.
(ii) in the
case of sale of fixed assets otherwise than through a regular auction,
made to chief executive or a director or managing agent or an executive
or a shareholder holding not less than ten per cent of the voting
shares of the company or any associated undertaking, irrespective
of the value of the assets and in case of any other person, if the
book value of the asset or assets, exceeds in aggregate five thousand
rupees, particulars of the assets and in aggregate (a) cost or valuation,
as the case may be, (b) the book value, and (c) the sale price and
the mode of disposal (e.g. by tender or negotiation) and the particulars
of the purchaser.
5. The following information
shall be disclosed in respect of transactions with associated undertaking
showing separately the aggregate amounts of:-
(i) purchases
from and sales to of goods and services;
(ii) brokerage
or discount or commission together with the nature and the basis on
which such brokerage discount or commission is payable;
(iii) interest indicating
the nature thereof; and
(iv) any other
transaction indicating the nature of every material item.
6. A company need
not show the amount set aside as provisions other than those relating
to the depreciation, renewals or diminution in value of assets, if,
on application made by it, it has been allowed by the Authority to
do so on being satisfied that the disclosure of such information would
be prejudicial to the interests of the company, but shall so frame
or mark the heading covering the amount of such provision as to indicate
that it has been so allowed by the Authority.
7. The profit and
loss account shall be so drawn up as to disclose separately the manufacturing,
trade and operating results. In the case of manufacturing concern,
the cost of goods manufactured shall also be shown. Where an undertaking
has more than one line of business the working results of each such
line of business should be separately given provided the turnover
of such line of business exceeds twenty per cent of the total turnover
of the company. Value of items exported during the financial year
shall also be shown provided such value exceeds twenty per cent of
the total turnover of the company.
|