Contents of the report on prospectus Auditing Help

1. A report by the auditors of the company with respect to :

Special Considerations – Audits of Financial Statements Prepared in Accordance with Special Purpose Frameworks

(a) Profits and losses and assets and liabilities;

(b) The rates of the dividends, if any, paid by the company, in respect of each class of shares in the company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years; and, if no accounts have been made up in respect of any part of the period of five year ending on a date three months before the issue of the prospectus, containing a statement of the fact.

2. If the company has no subsidiaries, the report shall:

a) So far as regards profits and losses, deal with the profits or losses of the company (distinguishing items of non-recurring nature) for each of the five financial years immediately preceding the issue of the prospectus;
b) So far as regards assets and liabilities, deal with the assets and liabilities of t he company at the last date to which the accounts of the company were made up. If the company has subsidiaries, the report shall: So far as regards profits and losses, deal separately with the company’s profits or losses as provided by sub-clauses (2) and in addition, deal either:

As a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company; or Individually with the profits or losses of each subsidiary, so far as they concern members of the company; Or instead of dealing separately with the company’s profits or losses deal as a whole with the profits or losses of the company, and so far as they concern members of the company, with the combined profits or losses of its subsidiaries, and So far as regards assets and liabilities, deal separately with the company’s assets and liabilities as provided by sub-clause (2) and .in addition, deal either:

As a whole. with the combined assets and liabilities, of its subsidiaries, with or without the company’s assets and liabilities; or Individually with the assets and liabilities of each subsidiary;

And shall indicate as respects the assets and liabilities of the ubsidiaries, the allowances to be made for persons other than members of the company.
If any shares have been or are to be issued or the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly:

i) In the purchase of any business;

ii) In the purchase of an interest in any business; and by reason of that purchase or anything to be done in consequence thereof, or in connection therewith, the company will become entitled to an interest, as respects either the capital or profits and losses or both, in such business exceeding fifty percent, thereof;

A report made by auditors (who shall be named in prospectus) upon:

a) The profits or losses of the business for each of the five financia, years immediately preceding the issue of the prospectus; and

b) The assets and liabilities of the business at the last date to whie and accounts of the business were made up, being a date more than one hundred and twenty days before the date of issue of the prospectus. If:

a) The proceeds; or any part of the proceeds, of the issue of .shares or debentures are or is to be applied directly or indirect in any manner resulting in the acquisition by the company shares in any other body corporate;

b) By reason of that acquisition or anything to be done consequence thereof or in connection therewith, that corporate will become a subsidiary of the company;

A report made by auditors (who shall be named in the prospectus) upon:

i) The profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus;

ii) The assets and liabilities of the other body corporate at the last date to which its accounts were made up.

The said report shall:

a) Indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired;

b) Where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries.

Posted on November 3, 2015 in Special Considerations - Audits of Financial Statements Prepared in Accordance with Special Purpose Frameworks

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