BNM - CFIP - Handout 2

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  • 1. What is the Double Entry System Accounting? FROM ACCOUNTING EQUATION TO COMPANY ACCOUNTS Prof. Dr. Syed Noh Syed AhmadHandout 2 Fakulti Perakaunan Universiti Teknologi MARA Forensic Accounting Module – Certified Financial Investigator Program – 1 Bank Negara Malaysia
  • 2. Topics in Handout 2• Review of process of preparing financial statements. – Double entry system – Income Statement and Balance Sheet – Links between the two statements• Accounting concepts and principles• Management decisions affecting the bottom line.• Accounts of companies• Common terms in the accounts of companies Forensic Accounting Module – Certified Financial Investigator Program – 2 Bank Negara Malaysia
  • 3. What is the Double Entry System Accounting? ASSETS = LIABILITIES + EQUITY Forensic Accounting Module – Certified Financial Investigator Program – 3 Bank Negara Malaysia
  • 4. ACCOUNTING (BALANCE SHEET) EQUATIONASSETS: Things owned by the business; these represents the resources of the businessLIABILITIES: Amounts owed by the businessOWNER‟S EQUITY: In accounting terms, after all liabilities are paid, ownership equity is the remaining interest in assets representing the amounts invested by the owner in the business. Depending on the type of business, owners‟ equity can be in the form of Owner‟s or Partnership Capital, or for companies Share Capital Forensic Accounting Module – Certified Financial Investigator Program – 4 Bank Negara Malaysia
  • 5. Accounting Equation Assets(RM) Liabilities(RM) Owner‟s Equity(RM)100,000 60,000 40,00080,000 50,000 ?300,000 ? 200,000400,000 ? 2 Forensic Accounting Module – Certified Financial Investigator Program – 5 Bank Negara Malaysia
  • 6. Extended Accounting Equation• This extended version is to take into account the classification of Assets into Fixed and Current Assets; and Liabilities into Current and Long Term Liabilities. FA + CA = CL + LTL + OE The mathematical operations remain the same Forensic Accounting Module – Certified Financial Investigator Program – 6 Bank Negara Malaysia
  • 7. EXTENDED ACCOUNTING EQUATIONFixed Assets Current Current Liabilities Long-term Owner’s equity Assets Liabilities 40,000 60,000 20,000 10,000 ? ? 42,000 43,000 40.000 84,000 50,000 ? 18,000 80,000 30,000 32,000 28,000 ? 10,000 8,000 54,000 21,000 26,000 ? 30,000 80,000 40,000 90,000 50,000 ? 60,000 40,000 40,000 90,000 580,000 120,000 40,000 ? 400,000 800,000 ? 200,000 300,000 100,000 280,000 ? 50,000 80,000 70,000 Forensic Accounting Module – Certified Financial Investigator Program – 7 Bank Negara Malaysia
  • 8. Extended Accounting Terms Explained Forensic Accounting Module – Certified Financial Investigator Program – 8 Bank Negara Malaysia
  • 9. EXTENDED ACCOUNTING EQUATION ACCOUNTING EQUATION A=L+E ASSETS = LIABILITIES + EQUITY CURRENT CURRENT NON-CURRENTFIXED ASSETS LIABILITIES ASSETS LIABILITIES Forensic Accounting Module – Certified Financial Investigator Program – 9 Bank Negara Malaysia
  • 10. Classification of Assets ASSETS FIXED CURRENT INTANGIBLE TANGIBLE INVENTORY ACCOUNTS GOODWILL PLANT RECEIVABLE PATENTS PROPERTY CASHTRADEMARKS EQUIPMENT BANKFRANCHISE LAND PREPAID EXPENSES LICENCES MACHINERY ETC ETC FURNITURE ETC Forensic Accounting Module – Certified Financial Investigator Program – 10 Bank Negara Malaysia
  • 11. Classification of Liabilities LIABILITIES NON-CURRENT CURRENT ACCOUNTS BANK LOANS PAYABLE MORTGAGES BANK OVERDRAFTLOAN FROM FUNDING AGENCIES SHORT TERM LOANS CURRENT PORTION OTHER LONG TERM LOANS OF LONG TERM DEBTS ACCRUED EXPENSES ETC Forensic Accounting Module – Certified Financial Investigator Program – 11 Bank Negara Malaysia
  • 12. Fixed Assets and Current Assets• Fixed Assets: Those assets of a permanent nature required for the normal conduct of a business, and which will not normally be converted into cash during the ensuring fiscal period. For example, furniture, fixtures, land, and buildings are all fixed assets. In published financial statements these are classified as Non-Current Assets. – Tangible Assets: Physical and material assets that have shape and form, and can be touched. Examples are the current assets (explained below), land, buildings, plant, equipment. – Intangible Assets: These assets that do not have a physical, tangible existence. Assets that cannot be physically touched . Examples of intangible assets could include goodwill, brand value, patents, franchises, trademarks, patents, copyrights, Intellectual Property (Patents, Copyright, Trade Marks), licenses• A current asset is an asset on the balance sheet which is expected to be sold - turned into cash - or otherwise used up in the operations of the company within one year usually Generally includes cash, accounts receivable, inventory and prepaid expenses. Forensic Accounting Module – Certified Financial Investigator Program – 12 Bank Negara Malaysia
  • 13. Non-Current Liabilities and Current Liabilities• Non-Current Liabilities or Long term Liabilities are debts that are due to be paid or settled after more than one year such as bank loans, mortgages, loans from MARA, etc.• Current Liabilities are considered liabilities of the business that are to be settled in cash within the financial year. Briefly, these are debts a business expects to pay within one year. These include accounts payable (creditors), short-term debts such as bank overdraft, interest on long- term debt or current portion of long term debt. Forensic Accounting Module – Certified Financial Investigator Program – 13 Bank Negara Malaysia
  • 14. What is Revenue• Basically an inflow of assets as a result of sales of goods or providing of services to customers; (also called income; which is not really accurate)• E.g of revenues are : sales, commissions received (or earned), rent income, interest income, dividends received from investment, etc Forensic Accounting Module – Certified Financial Investigator Program – 14 Bank Negara Malaysia
  • 15. REVENUE COMMISSIONS INTEREST RENTSALES RECEIVED INCOME OTHERS INCOME Forensic Accounting Module – Certified Financial Investigator Program – 15 Bank Negara Malaysia
  • 16. What is an Expense• As opposed to revenue, an expense represents an outflow of assets (usually cash) in order to generate (or earn) revenue. Or put simply, a revenue represents expenditure made to earn the revenue.• Examples of expenses: salaries, advertising, rent expense, utilities, etc. Forensic Accounting Module – Certified Financial Investigator Program – 16 Bank Negara Malaysia
  • 17. EXPENSESAdvertising Rent Expenses Salaries Depreciation Utilities Others Forensic Accounting Module – Certified Financial Investigator Program – 17 Bank Negara Malaysia
  • 18. An important point to understand concerning expenses!• In accounting Expenditure can be classified in two types, which will have important consequences to the financial statement: – Revenue expenditure: Expenses incurred as a result of day-to- day operations. These are also called operating expenditure (OPEX). Example: all selling and general & administrative expenses, depreciation, interest expense (interest is also classified as a financial expense). These are used as deductions from revenue to obtain the profit. – Capital expenditures (CAPEX) are expenditures creating future benefits, that is ,capital expenditure is incurred when a business spends money either to buy fixed assets: land building, plant equipment, vehicles, furniture and fittings, etc or to add to the value of an existing fixed asset with a useful life that extends beyond a financial year. These capital expenditure are recorded in the financial statement. Forensic Accounting Module – Certified Financial Investigator Program – 18 Bank Negara Malaysia
  • 19. TYPES OF EXPENDITURE EXPENSESREVENUE OR OPERATING CAPITAL EXPENDITURE EXPENSES [OPEX] [CAPEX] INCOME BALANCE STATEMENT SHEET Forensic Accounting Module – Certified Financial Investigator Program – 19 Bank Negara Malaysia
  • 20. What is Profit/(Loss)• In Accounting, profit is defined as the difference between Revenue and Expenses, the amount left over when expenses are subtracted revenues (if expenses is more then revenue, this will result in a Loss!) Revenue – Expenses = Profit/Loss R>E = Profit R<E = Loss Forensic Accounting Module – Certified Financial Investigator Program – 20 Bank Negara Malaysia
  • 21. Calculation of Profit• The profit (or loss) of a business is calculated in a statement called (imaginatively!), the Profit and Loss Account or Income Statement. Forensic Accounting Module – Certified Financial Investigator Program – 21 Bank Negara Malaysia
  • 22. CALCULATION OF PROFITTotal Revenue Total Expenses Profit/ (Loss)83,000 47,000 ?128,000 198,000 ?? 46,000 32,00086,000 ? 36,40068,000 ? (32,000)? 32,000 (12,000) Forensic Accounting Module – Certified Financial Investigator Program – 22 Bank Negara Malaysia
  • 23. Balancing of Accounts and the Trial Balance• At the end of a period (usually a month) the accounts are balanced; that is the debit and credit entries are totaled and the difference is then entered as the balancing figure or simply called (imaginatively of course, the “balance”)• The balance of all the accounts are listed in a statement called the Trial Balance; which lists the accounts according to the “balance”, in other words, the deit balance is listed on the debit side and the credit balance is listed on the credit side Forensic Accounting Module – Certified Financial Investigator Program – 23 Bank Negara Malaysia
  • 24. • The Trial Balance is an important document in that it checks the accuracy of the entries in the recording process; although this list does not detect all the inaccuracies, and errors – thus a prefect opportunity for fraud• The Trial Balance then serves as a basis of preparing the: Forensic Accounting Module – Certified Financial Investigator Program – 24 Bank Negara Malaysia
  • 25. Income Statement• The Income Statement of a Merchandising (Retailing) business consists of two components: – The Trading Account (for calculating the gross profit); and – Expenses and Other Income Forensic Accounting Module – Certified Financial Investigator Program – 25 Bank Negara Malaysia
  • 26. A Basic Income Statement• Sales RMxxxxx• Less Cost of Goods Sold (xxxx)• Gross Profit xxxx• Less Expenses xxxx• Operating Income xxxx• Add other income xxxx• Net profit (income) xxxx Forensic Accounting Module – Certified Financial Investigator Program – 26 Bank Negara Malaysia
  • 27. A Basic Balance Sheet Balance SheetAssets RMxxx Capital RMxxxx Net Profit for the year xxxx xxxx Liabilities xxx XXX XXX Forensic Accounting Module – Certified Financial Investigator Program – 27 Bank Negara Malaysia
  • 28. Link between P & L A/c and Balance Sheet• An important point to note is that the link of the Profit and Loss account and the Balance Sheet is that the Net Profit increases the capital of the business and therefore the amount from the Profit and Loss account is added to the capital of the business if not the Balance Sheet will not balance!! Forensic Accounting Module – Certified Financial Investigator Program – 28 Bank Negara Malaysia
  • 29. The Link Between the Income Statement and Balance Sheet Profit and Loss Statement Sales RM xxxx Cost of Goods Sold (x) Gross Profit xxx Expenses (x) Operating income xxx Other income x Net Profit xx Balance SheetAssets RMxxx Capital RMxxxx Net Profit for the year xxxx xxxx Liabilities xxx XXX XXX Forensic Accounting Module – Certified Financial Investigator Program – 29 Bank Negara Malaysia
  • 30. ACCOUNTING CONCEPTS AND CONVENTIONSThe accounting concepts and conventionsrepresent the basis of how the financialstatements are prepared. Anunderstanding of these concepts andconventions is essential to theunderstanding of the financial statements.These concepts are also sometimesknown as Generally Accepted AccountingStandards (GAAP). Forensic Accounting Module – Certified Financial Investigator Program – 30 Bank Negara Malaysia
  • 31. • Basic underlying accounting principles: – These basic principles of accounting evolved over time and is the direct result of practices by the accounting profession and statutory requirements, such as those issued under the Companies Act, Securities Commission, Bank Negara and institutional requirements such as the BursaMalaysia. Forensic Accounting Module – Certified Financial Investigator Program – 31 Bank Negara Malaysia
  • 32. • However, these accounting principles are currently being issued by the Malaysian Accounting Standards Board (MASB).• The standards issued by MASB (known as FRS – Financial Reporting Standards) have the authority of law as prescribed by the Financial Reporting Act, 1997. Forensic Accounting Module – Certified Financial Investigator Program – 32 Bank Negara Malaysia
  • 33. • Historical Cost Concept – Under this concept, the amount shown in the financial statements (for example assets, expenses, liabilities) represents the historical costs of the items; i.e. what the organisation actually pays for these items. It does not reflect other values. If other values are used, for example revalued amounts, then this fact must be disclosed in the financial statements. Forensic Accounting Module – Certified Financial Investigator Program – 33 Bank Negara Malaysia
  • 34. • Revenue Recognition: – In general, revenue is recognised or recorded when it becomes realised, measurable and reasonably colletable. It is important to note that revenue recognition policies depends on the industry the business is in. Examination of this policy is an important aspects of forensic accounting; there are many cases of fraud by just changing the revenue policies. In the financial statements, this policy is given under notes to the accounts. Forensic Accounting Module – Certified Financial Investigator Program – 34 Bank Negara Malaysia
  • 35. • Matching – The matching concept requires that revenue and expenses related to generating the corresponding revenue be recorded in the same accounting period. As a result, it is necessary to have estimates, accruals and allocations in the preparation of the financial statements when this concept is used. Industry practices should be used in judging the appropriateness of matching revenues and expenses. Forensic Accounting Module – Certified Financial Investigator Program – 35 Bank Negara Malaysia
  • 36. • Consistency – This concept states that the methods used in the financial statements (such as depreciation and inventory valuation methods) must be applied consistently from year to year. Organisations are not supposed to change methods according to their whims and fancy. Any changes must be for a good reason and the effects of the change must be stated in the financial statements Forensic Accounting Module – Certified Financial Investigator Program – 36 Bank Negara Malaysia
  • 37. • Full disclosure – In preparing and presenting the financial statements, the organisation must take into account the interest of the readers of the financial statements (the “stakeholders”) and therefore the financial statement must be comprehensive. The organisation must include enough information so that the user can make an informed judgement based on the information disclosed and the information so disclosed must not mislead the user. In meeting this principle, it is sometimes important for these reporting entities to go beyond double entry and thus additional information in the form of notes to the accounts must be included. Forensic Accounting Module – Certified Financial Investigator Program – 37 Bank Negara Malaysia
  • 38. • Entity concept (separate entity assumption) – In accounting, there is a separation between the owner of the business and the business itself. Accounts are kept from the point of view of the business and not that of the owner of the business. Therefore, it limits the transactions to be recorded in the accounts to those that are directly related to the activities of the business. Remember that in some form of business organisations such as sole trader and partnership, this separation does not exist in law. However, for companies, this view is consistent with that of the law; that is the owner of the business is separate from that of the business itself. Forensic Accounting Module – Certified Financial Investigator Program – 38 Bank Negara Malaysia
  • 39. • Stable currency/monetary /unit of measure assumption – All financial reports are based on the monetary unit (Ringgit in Malaysia) and generally does not take into account the changing value of money (e.g. caused by inflation). An asset purchased in 1990 for RM10,000 and a similar asset purchased in 2002 for RM20,000, will simply be added together even though the purchasing power of RM1 in 1990 is more than the purchasing power of RM1 in 2002. This “additivity” principle will result in the two assets being added together to obtain a total of RM30,000 in the financial statement. There are exceptions in applying this principle such as in the case of revaluation of certain assets, for example land and buildings and now the use of fair value (impairment) of assets. Forensic Accounting Module – Certified Financial Investigator Program – 39 Bank Negara Malaysia
  • 40. • Going Concern Concept – This concept assumes that the life of the business entity will go on indefinitely, that is long enough for the entity to fulfill its financial, business and legal obligations This principle is especially important in the valuation of the assets of the business. If this principle is absent, then the value of the assets will be stated for example, at market value or current value. If there is evidence that the business is not a “going concern”, then this fact must be disclosed in the financial statements. Forensic Accounting Module – Certified Financial Investigator Program – 40 Bank Negara Malaysia
  • 41. • Objectivity concept: – This concept requires that the accounting records and reports be based upon objective evidence. In transactions between a buyer and seller, both try to get the best price. Only the final agreed upon amount is objective enough for accounting purposes; and for this evidence such as receipts and invoices will be used. Forensic Accounting Module – Certified Financial Investigator Program – 41 Bank Negara Malaysia
  • 42. • Periodicity or time period assumption – This assumption is as a result of the going concern concept – since it is assumed that the entity will carry on its activity indefinitely, it is not practical for the reporting to be carried out until the end of the entity‟s “life” to account for its activities. Thus the life of the entity is divided into artificial time period for it to account for its activities, so that the interested parties may then be able to evaluate its performance. This time period is known as the financial period – if it is one year, then it is called the “financial year”. I have not yet come across an organisation in which the financial period is either less or more than one year!!! {Unless it is a fixed period partnership or joint ventures.) Forensic Accounting Module – Certified Financial Investigator Program – 42 Bank Negara Malaysia
  • 43. Modifying Conventions• Modifying conventions are used when variations or departures from GAAP are necessary.• These conventions give guidance and should be taken into account when departing from what is generally acceptable Forensic Accounting Module – Certified Financial Investigator Program – 43 Bank Negara Malaysia
  • 44. • Conservatism or Prudence Concept: – Generally, this concept states that, in the financial statement, given two values, the lower amount will be shown. E.g.; if the company were to purchase shares as investments, and the cost amounted to RM15,000 and at the financial statement date, the market value was RM12,000, the amount to be stated in the financial statement will be RM12,000 (the lower value). In this case the company will have to recognise the loss of RM3,000. On the other hand if the market value of these shares increased to RM20,000, the original cost of the asset will be recorded in the financial statement. That is the amount to be recorded in the Balance Sheet will be RM15,000 and the “unrealised profit” of RM5,000 will not be recorded in the accounts. This concept also means that the anticipate profits (unrealised profit) will not be recorded but losses will be recognised as soon as they become apparent. Forensic Accounting Module – Certified Financial Investigator Program – 44 Bank Negara Malaysia
  • 45. • Industry practices and characteristics – Different industries are characterised by different reporting needs, for example banking, investments, financing and Islamic financial institutions. Thus there may be situations in which there are exceptions to GAAP. In addition, many specialised industries have to meet statutorily mandated requirements which may go against the GAAP. Forensic Accounting Module – Certified Financial Investigator Program – 45 Bank Negara Malaysia
  • 46. • Substance over form: – The economic substance of a transaction determines the accounting treatment even when the legal aspects of the transaction indicate otherwise. For example, a leased assets, amy not transfer property rights, if the transactions is more of a purchase, then it should be considered as a sale. Similarly for accounting practices (as in the Enron case!!). Module – Certified Financial Investigator Program – Forensic Accounting 46 Bank Negara Malaysia
  • 47. • Materiality concept – Accounting focuses on events that are material or important. For example, it is not necessary to account an item such as a calculator as a fixed assets even though the item could be used for a number of years. It will be expensed directly, as the omission of this item will not affect the financial statements material. An item or event is considered material if its omission would affect the judgement of a person who is relying on the financial statement. Forensic Accounting Module – Certified Financial Investigator Program – 47 Bank Negara Malaysia
  • 48. • Professional Judgement – An accountant may depart from GAAP if the results of departure appear reasonable under the circumstances, expecially when the strict application of GAAP will produce unreasonable or misleading results. The judgement maybe called into question and the accountant must be able to explain and defent the grounds for the departure from GAAP. Forensic Accounting Module – Certified Financial Investigator Program – 48 Bank Negara Malaysia
  • 49. OTHER ACCOUNTINGCONCEPTS AND PRINCIPLES• The other accounting concepts and principles are those contained in the Accounting Standards as given out by the Malaysian Accounting Standards Board. The pronouncements of the MASB has the effect of law and all companies must comply with these standards.• The accounting practices of the companies are normally given in the Notes to the Accounts section of the Annual report under “Significant Accounting Policies”. Forensic Accounting Module – Certified Financial Investigator Program – 49 Bank Negara Malaysia
  • 50. Accounts of CompaniesForensic Accounting Module – Certified Financial Investigator Program – 50 Bank Negara Malaysia
  • 51. Types of companies• Private limited companies (Sdn Bhd)• Public limited Companies (Bhd)• Public Listed Companies (Public Companies listed on the Kuala Lumpur Stock Exchange) Forensic Accounting Module – Certified Financial Investigator Program – 51 Bank Negara Malaysia
  • 52. Formation of Companies• All companies are formed under the regulations as per the Companies Act, 1965• Among the important documents to be filed with the commissioner of companies are: – The Memorandum of Association – The Articles of Association – The list of directors of the companies – A statement of the nominal capital of the companies Forensic Accounting Module – Certified Financial Investigator Program – 52 Bank Negara Malaysia
  • 53. • Memorandum of association: – Name and domicile of company – Objects of the company: the types of activities and business that the company is engaged in – Statement that the liability of members is limited Forensic Accounting Module – Certified Financial Investigator Program – 53 Bank Negara Malaysia
  • 54. • The amount and types of share capital, divided into shares of a fixed amount (the authorised capital. The authorised capital represents the maximum amount of shares that can be issued by the company. Forensic Accounting Module – Certified Financial Investigator Program – 54 Bank Negara Malaysia
  • 55. • Articles of association: –The rules and regulations which govern the internal relationships of the company: • Voting rights of shareholders, • Duties and powers of directors Forensic Accounting Module – Certified Financial Investigator Program – 55 Bank Negara Malaysia
  • 56. OWNER‟S EQUITY AND SHAREHOLDERS FUND• Unlike the sole trader, the capital section of the Balance Sheet contains detailed information about the various types of items forming owner‟s equity. Forensic Accounting Module – Certified Financial Investigator Program – 56 Bank Negara Malaysia
  • 57. • An important concept in the case of a company is the concept of limited liability. Briefly, this concept means that the liability of the shareholders is limited to the amount of shares that he subscribes to. If a shareholder pays RM10,000 for the shares, his liability is limited to the RM10,000. In other words, the maximum loss is RM10,000. The creditors could not ask the shareholders for his personal assets to settle the loans of the company. Forensic Accounting Module – Certified Financial Investigator Program – 57 Bank Negara Malaysia
  • 58. SHARE CAPITAL The Share Capital section of a company consists of:• Authorised capital: the amount and types of shares that is allowed by the Registrar of Companies to be issued by the company. Forensic Accounting Module – Certified Financial Investigator Program – 58 Bank Negara Malaysia
  • 59. • Issued and paid up capital: This represent the actual amount of capital that is issued by the company. The amount and type is determined by the Authorised Capital. For listed companies, the amount of capital issued is almost always equal to the paid up capital because it is the practice of companies to demand payment even before the shares are issue to the shareholders. Forensic Accounting Module – Certified Financial Investigator Program – 59 Bank Negara Malaysia
  • 60. Types of Shares• Ordinary (or Common) Shares: An important characteristic of this type of share is that the shareholders have voting rights; that is the right to vote the members of the Board of Directors. The shareholders do not have a fixed rate of dividends and only have residual rights; that is if the company were to be wound up, they will have the right to the assets of the company after all the creditors and other financiers have been paid. Forensic Accounting Module – Certified Financial Investigator Program – 60 Bank Negara Malaysia
  • 61. • Preference Shares: A major characteristic of this type of share is that the shares do not carry voting rights, but the shareholders have a fixed rate of dividends. In addition, they have preference to the dividends; that is the dividends for the preference shares must be paid first before the dividends of the ordinary shareholders. There are of course many types of preference shares and the types depend on the company issuing these types of shares; e.g., redeemable, cumulative, participative etc. Forensic Accounting Module – Certified Financial Investigator Program – 61 Bank Negara Malaysia
  • 62. “Golden Shares”• These are shares which are issued by former government companies, for example, Tenaga Nasional, MAS, Talikom Malaysia, etc.• These are shares (cases I have seen are Redeemable Preference Shares) with special rights, and the purpose of these shares is that the government has the final say in certain very limited, strategic situations such as the taking over of these companies, financial structuring, etc. Forensic Accounting Module – Certified Financial Investigator Program – 62 Bank Negara Malaysia
  • 63. Example 1: Tenaga Nasional‟s “Golden Shares”• Special Rights Redeemable Preference Share („Special Share‟)• (a) The Special Share would enable the Government of Malaysia through the Minister of Finance Incorporated to ensure that certain major decisions affecting the operations of the Company are consistent with the Government‟s policies. The Special Shareholder, which may only be the Government or any representative or person acting on its behalf, is entitled to receive notices of meetings but not to vote at such meetings of the Company. However, the Special Shareholder is entitled to attend and speak at such meetings. The Special Shareholder has the right to appoint any person, but not more than six at any time, to be the Board of Directors of the Company. Accounting Module – Certified Financial Investigator Program – Forensic 63 Bank Negara Malaysia
  • 64. • (b) Certain matters, in particular the alteration of the Articles of Association of the Company relating to the rights of the Special Shareholder, creation and issue of additional shares which carry different voting rights, the dissolution of the Company, substantial disposal of assets, amalgamations, merger and takeover, require the prior consent of the Special Shareholder.• (c) The Special Shareholder does not have any right to participate in the capital or profits of the Company.• (d) The Special Shareholder has the right to require the Company to redeem the Special Share, at par, at any time Forensic Accounting Module – Certified Financial Investigator Program – 64 Bank Negara Malaysia
  • 65. Example : TM‟s “Golden Shares”• Special Rights Redeemable Preference Share (Special Share)• The Special Share of RM1.00 would enable the Government through the Minister of Finance to ensure that certain major decisions affecting the operations of the Company are consistent with the Government‟s policy. The Special Shareholder, which may only be the Government or any representative or person acting on its behalf, is entitled to receive notices of meetings but does not carry any right to vote at such meetings of the Company. However, the Special Shareholder is entitled to attend and speak at such meetings.• Certain matters, in particular, the alteration of the Articles of Association of the Company relating to the rights of the Special Shareholder, the dissolution of the Company, any substantial acquisitions and disposal of assets, amalgamation, merger and takeover, require the prior consent of the Special Shareholder. Forensic Accounting Module – Certified Financial Investigator Program – 65 Bank Negara Malaysia
  • 66. • The Special Shareholder has the right to require the Company to redeem the Special Share at par at any time. In a distribution of capital in a winding up of the Company, the Special Shareholder is entitled to the repayment of the capital paid-up on the Special Share in priority to any repayment of capital to any other member. The Special Share does not confer any right to participate in the capital or profits of the Company. Forensic Accounting Module – Certified Financial Investigator Program – 66 Bank Negara Malaysia
  • 67. RESERVES• The reserves of a company are divided into two types: – Capital (or non-distributable) reserves – Revenue (or distributable) reserves. Forensic Accounting Module – Certified Financial Investigator Program – 67 Bank Negara Malaysia
  • 68. Capital Reserves• This non-distributable reserves (meaning that the reserves could not be used as cash dividends to the shareholders) arise from the non-trading gains or income of the company; e.g. – Share premium: the excess of the issued price over the par value of the shares; – Revaluation reserves: reserves which arise from the revaluation of the assets of the company; for example the revaluation of the land and buildings.• Although the capital reserves could be used for cash dividends, it could be utilised for the purposes of declaring bonus shares. Forensic Accounting Module – Certified Financial Investigator Program – 68 Bank Negara Malaysia
  • 69. Revenue Reserves• This distributable reserves represent amounts set aside from the normal trading profits of the business for specific or non-specific purposes; e.g. – Unappropriated profits (or retained profits) – General reserves (amount set aside from the profits for no specific purposes) – Fixed assets replacement reserves; amount set aside to be used in the replacement of certain fixed assets. Forensic Accounting Module – Certified Financial Investigator Program – 69 Bank Negara Malaysia
  • 70. • Other than the retained profits,the reserves set aside indicate that this amount is not available for distribution of profits in the current year, although the amounts can be written back to the income statement in case the current profits is not enough to pay the current dividends. But basically, revenue reserves can be used to pay dividends Forensic Accounting Module – Certified Financial Investigator Program – 70 Bank Negara Malaysia
  • 71. Issue of Shares• New issue: issue of shares by a new company; also called IPOs (initial public offering)• Public issue: subsequent issue of shares to the general public to raise funds for the company• Bonus issue: issue of “free” shares to the shareholders of a company. Forensic Accounting Module – Certified Financial Investigator Program – 71 Bank Negara Malaysia
  • 72. • Rights issue: the issue of shares to the existing shareholders of a company; as the name suggest, this is a special right to the shareholders. The price of the rights issue at which the shares are issued are generally lower than the prevailing market price. If a shareholder does not exercise the “right”, he could sell the “rights” in the open market. Forensic Accounting Module – Certified Financial Investigator Program – 72 Bank Negara Malaysia
  • 73. Par Value• The par value of a share is the nominal value stated in the share certificate; or when the shares are issued. It is also called the nominal value. For most of the companies listed on the KLSE, the par value is RM1.00 per share. A major use of the share value is the dividend rate announcement. For example a 20% rate of dividend for RM1.00 par value share is 20 sens. [The irrelevance of par value to most investors can be judged by the fact that in the U.S. many companies issue no par value shares.] Forensic Accounting Module – Certified Financial Investigator Program – 73 Bank Negara Malaysia
  • 74. Share Premium• The share premium is the difference between the issued price and the par value of the shares. For example, if a company were to issue shares at RM2.70, and the par value of a share is RM1.00, the share premium is RM1.70. Do not be confused with the everyday term of share premium; for example when a newspaper reports that the opening price of the shares is at a premium of RM2.00, this means that the market price of the shares is RM4.70, that is the difference between the issued price and the market price on the first day of trading of the shares!! The share premium account is a capital reserve and therefore is not available for dividends. Forensic Accounting Module – Certified Financial Investigator Program – 74 Bank Negara Malaysia
  • 75. INTRODUCTION TO ANNUAL REPORTCOMPONENTS OF LISTED COMPANIES Forensic Accounting Module – Certified Financial Investigator Program – 75 Bank Negara Malaysia
  • 76. INTRODUCTION TO ANNUAL REPORTS• All organizations must or should prepare annual reports on the activities during the past year. Annual reports represent the achievement (or otherwise ) of the organizations.• In the case of organizations such as companies, the preparation of annual reports is a statutory requirement. Forensic Accounting Module – Certified Financial Investigator Program – 76 Bank Negara Malaysia
  • 77. • This is also true for other organizations such as government departments or statutory bodies, where it is required under Acts of Parliament or state laws.• Similarly for cooperatives, where the Board of Directors of cooperatives are required to present to the members the annual reports. Forensic Accounting Module – Certified Financial Investigator Program – 77 Bank Negara Malaysia
  • 78. • For other organizations such as sole traders or small businessmen, annual reports, specifically the final accounts, are important as a method of assessing the performance of the business. Also, these annual reports are important for income tax purposes, and maybe a requirement imposed by providers of finance such as banks, government lending agencies, etc. Forensic Accounting Module – Certified Financial Investigator Program – 78 Bank Negara Malaysia
  • 79. Annual Report Components• The Annual Reports of Companies represent the most important means of communication to the shareholders and other interested parties concerning the events affecting the company over the immediate year. The reports summarises the company‟s operating activities for the past year and plans for the coming years. Forensic Accounting Module – Certified Financial Investigator Program – 79 Bank Negara Malaysia
  • 80. • The contents of the Annual Reports of listed companies are determined by the various legal and statutory requirements.• The formats also vary from company to company. There are companies who issue very impressive annual reports with high quality printing and numerous photographs of personalities, products, etc.; and there are also companies which issue annual reports only with the “bare essentials‟. Forensic Accounting Module – Certified Financial Investigator Program – 80 Bank Negara Malaysia
  • 81. • As a minimum, the annual reports must comply with the requirements, laws and regulations of the Companies‟ Act and regulations set by bodies such as the Securities Commission and Bursa Malaysia.• After meeting the above requirements, the companies are “free” to determine the contents and format of the annual reports Forensic Accounting Module – Certified Financial Investigator Program – 81 Bank Negara Malaysia
  • 82. Contents of the Annual Reports of a Typical Listed Company• Corporate Information – Members of the Board of Directors – Board committees • Audit Committee • Remuneration Committee • Nominaton Committee – Company secretaries – Address of the registered office – External Auditors – Solicitors – Principal Bankers Forensic Accounting Module – Certified Financial Investigator Program – 82 Bank Negara Malaysia
  • 83. • Profile of Directors – Brief description of the personal profile of the BOD• Chairman‟s Statement – Overview of the operations of the business – Accomplishments of the company during the financial year – Challenges of the company and plans for the coming years – Thanking specific groups: BOD, management and employees, suppliers, creditors, etc Forensic Accounting Module – Certified Financial Investigator Program – 83 Bank Negara Malaysia
  • 84. • Corporate Governance Statement – Composition of the BOD – Attendance at meetings of board members – Reports of the various Board committees: • Audit • Remuneration • Nomination • Other committees – Details of the remuneration of the Directors – Relations with the shareholders Forensic Accounting Module – Certified Financial Investigator Program – 84 Bank Negara Malaysia
  • 85. • Statement of Internal Control – Provides an overview of the state of internal controls within the company, primary purpose of which is to safeguard and protect shareholders‟ interest and the interest of the company – Description of the monitoring and controlling of the assets of the company – Risk management policies and procedures – Internal and external audit functions Forensic Accounting Module – Certified Financial Investigator Program – 85 Bank Negara Malaysia
  • 86. • Financial Summary and Highlights for the past years (typically three or five preceding years.• Financial Statements: – Directors report – Balance Sheet – Income Statement – Statement of Changes in Equity – Cash Flow Statement Forensic Accounting Module – Certified Financial Investigator Program – 86 Bank Negara Malaysia
  • 87. • Notes to the Accounts (Financial Statements): These notes are considered as part of the financial statements and should be read in conjunction with the Balance Sheet, Income Statements, Cash Flow Statements and Statement of Changes in the Equity. – General information about the company: such as the business the company is involved in, a brief history etc. – Basis of preparation of the financial statementsModule – Negara Malaysia Investigator Program – Forensic Accounting Bank Certified Financial 87
  • 88. – Summary of the significant accounting policies • Basis of consolidation • Methods of valuation for stcoks, investments • Depreciation methods and rates • Revenue recognition • Foreign currency transaction • Leasing policies • Dividends, impairment of assets • Other accounting policies. Forensic Accounting Module – Certified Financial Investigator Program – 88 Bank Negara Malaysia
  • 89. • Auditors Report: – Opinion of the auditors of the true and fair view of the financial statements• Statutory Declarations: Board of Directors and Financial Officers• Analysis of shareholdings /warrantholdings• List of properties• Material related parties transactions• Notice of the annual general meetings – Agenda at the general meeting – Statement accompanying the general meetings – Proxy forms Forensic Accounting Module – Certified Financial Investigator Program – 89 Bank Negara Malaysia
  • 90. IMPORTANT CONTENTS OF THE ANNUAL REPORTS My personal order of preference• AUDITORS REPORTS• FINANCIAL STATEMENTS• NOTES TO THE ACCOUNTS• DIRECTORS REPORT• PROFILE OF THE DIRECTORS• TWENTY OF THE LARGEST AND SUBSTANTIAL SHAREHOLDERS AND SHAREHOLDINGS• FINANCIAL HIGHLIGHTS Forensic Accounting Module – Certified Financial Investigator Program – 90 Bank Negara Malaysia
  • 91. • Please do the “Exploring the Annual Reports” exercise. Forensic Accounting Module – Certified Financial Investigator Program – 91 Bank Negara Malaysia