Financial Accounting II Lecture 25

“Prospectus" means any document described or issued as prospectus, and includes any notice, circular, advertisement, or other communication, inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate, or inviting deposits from the public, other than deposits invited by a banking company or a financial institution approved by the Federal Government, whether described as prospectus or otherwise. Prospectus – Section 2 (1) 29

A private company is not required to issue a prospectus as it is prohibited by its articles from inviting general public to subscribe for its shares. Prospectus

A public company that does not intend to approach the public for raising of capital is not required to issue prospectus. It is required to file a statement in lieu of prospectus with SECP before allotment of shares. Prospectus

In case of public companies, that intend to raise capital from general public, directors / promoters invite general public to subscribe to the shares of the company after the company has been incorporated. Prospectus

Matters to be stated and reports to be set out in prospectus.- (1) Every prospectus issued— (a)by or on behalf of a company, or (b)by or on behalf of any person who has been engaged or interested in the formation of a company, shall state the matters specified in section 1 of Part I of the Second Schedule and set out the reports specified in section 2 of that Part and the said sections 1 and 2 shall have effect subject to the provisions contained in section 3 of that part. Contents of Prospectus – Section 53 (1)

Objects of the company and signatories to the memorandum Capital structure Redeemable capital Qualification shares, if any for the directors Particulars of directors, chief executive Contents of Prospectus

Minimum subscription Face value of the share Time for opening of subscription list Shares issued for consideration other than cash Premium or discount on issue of shares Particulars of property purchased Underwriters Contents of Prospectus

Particulars of underwriting commission Preliminary Expenses Benefits to promoters Particulars of contracts Auditors Nature and extent of interest or directors and promoters Voting and other rights Contents of Prospectus

8(A) Non-current liabilities shall be classified under appropriate subheads, duly itemized such as: (i) long term financing; (ii) debentures; (iii) liabilities against assets subject to finance lease; (iv) long term murabaha; (v) long term deposits; and (vi) deferred liabilities. Non-Current Liabilities – 4 th Schedule

8.(B) 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, other than those as specified in clause (ii) below; (ii) loans from related parties; and (iii) other loans. Non-Current Liabilities – 4 th Schedule

8. (C) Long-term deposits shall be classified according to their nature. Non-Current Liabilities – 4 th Schedule

(i) long term financing; IAS 32 & 39 (Financial Instruments) (ii) debentures; IAS 32 & 39 (Financial Instruments) (iii) liabilities against assets subject to finance lease; IAS 17 Leases (iv) long term murabaha; IAS 32 & 39 (Financial Instruments) (v) long term deposits; IAS 32 & 39 (Financial Instruments) (vi) deferred liabilities. Deferred Tax IAS 12 Non-Current Liabilities – IAS