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XYZ COMPANY
      (A Limited Liability Company)

ILLUSTRATIVE FINANCIAL STATEMENTS

         December 31, 2008
               with
  INDEPENDENT AUDITORS’ REPORT
INDEPENDENT AUDITORS’ REPORT


To:   The Partners
      XYZ Company
      _____, Kingdom of Saudi Arabia

We have audited the accompanying financial statements of XYZ Company (“the Company”) which
comprise the balance sheet as at ______________ and the related statements of income, cash flows and
changes in partners’ equity for the year then ended and the attached notes (1) through (30) which form an
integral part of the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with generally accepted accounting standards in the Kingdom of Saudi Arabia and in
compliance with Article 175 of the Regulations for Companies and the Company’s Articles of Association.
This responsibility includes: designing, implementing and maintaining internal control relevant to the
preparation and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances. Management has provided us with all the information
and explanations that we require relating to our audit of these financial statements.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with generally accepted auditing standards in Saudi Arabia. Those standards
require that we comply with relevant ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of
the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit
also includes evaluating the appropriateness of accounting principles used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.




                                                     1
In our opinion, the financial statements taken as a whole:
    1) present fairly, in all material respects, the financial position of the Company as at _____________,
        and of its results of operations and its cash flows for the year then ended in accordance with
        generally accepted accounting standards in the Kingdom of Saudi Arabia appropriate to the
        circumstances of the Company; and
    2) comply with the requirements of the Regulations for Companies and the Company’s Articles of
       Association with respect to the preparation and presentation of the financial statements.


For KPMG Al Fozan & Al Sadhan



Signature:
Name:
License No.:

Date:
Corresponding to:




                                                      2
XYZ COMPANY
(A Limited Liability Company)
ILLUSTRATIVE BALANCE SHEET
As at December 31, 2008
Expressed in thousands of Saudi Arabian Riyal
                                                               Note            2008             2007
ASSETS
Current assets:
 Cash and cash equivalents                                       4
 Trade receivables                                               5
 Inventories                                                     6
 Current investments                                             9
 Prepayments and other current assets                            7
 Total current assets
 Non-current assets:
   Investments in equity accounted investees                     8
   Other investments                                             9
   Deferred tax assets                                           26
   Intangible assets                                             10
   Leased assets                                                 11
   Property, plant and equipment                                 12
Total non-current assets
Total assets
                                                                         =============       =============
LIABILITIES AND PARTNERS’ EQUITY
Current liabilities:
 Short-term bank debts                                           13
 Current portion of finance lease obligation                     11
 Current portion of long-term bank debts                         13
 Current portion of SIDF loan                                    14
 Trade payables                                                  15
 Accrued Zakat and income-tax                                    26
  Provisions                                                     16
 Accrued expenses and other current liabilities                  17
Total current liabilities
Non-current liabilities:
 Deferred tax liabilities                                        26
 Finance lease obligation                                        11
 Long-term bank debts                                            13
 SIDF loan                                                       14
 Employees’ end of service benefits
Total non-current liabilities
Total liabilities
PARTNERS’ EQUITY
 Share capital                                                   18
 Statutory reserve                                               19
 Other reserve (specify)                                         20
 Unrealized gain (loss) on investments
 Retained earnings
Total partners’ equity
Total liabilities and partners’ equity
                                                                         ==============      ==============

                                    The accompanying notes 1 through 30 form
                              an integral part of these illustrative financial statements.




                                                           3
XYZ COMPANY
(A Limited Liability Company)

ILLUSTRATIVE STATEMENT OF INCOME
For the year ended December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


                                                          Note            2008             2007
Revenue / Sales
Cost of sales
Gross profit

 Selling and marketing expenses                            21
 General and administrative expenses                       22
 Impairment loss                                           23
 Realized gain (loss) on sale of investments – net
 Unrealized gain / loss from valuation of trade securities
 Income from held-to-maturity investments
 Share of profit of equity accounted investees
 Rental income – net                                       24
 Other income                                              25

Operating income
Finance income
Finance expenses
Net finance expenses

Income (loss) before Zakat
Zakat (applicable for 100% Saudi owned company)             26

Net income (loss)
                                                                    =============       =============




                                The accompanying notes 1 through 30 form
                         an integral part of these illustrative financial statements.




                                                      4
XYZ COMPANY
(A Limited Liability Company)
ILLUSTRATIVE STATEMENT OF CASH FLOWS
For the year ended December 31, 2008
Expressed in thousands of Saudi Arabian Riyal

                                                                      Note               2008           2007
Cash flows from operating activities:
  Net income (loss) for the year
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation
      Amortization of intangible assets
      Impairment loss
      Loss/gain on sale of property, plant and equipment
      Impairment loss
      Realized gain (loss) on sale of investments – net
      Unrealized gain / loss from valuation of trade securities
      Income from held-to-maturity investments
      Share of profit of equity accounted investees
      Zakat charge for the year
      Finance expenses for the year
  Changes in operating assets and liabilities:
      Decrease (increase) in trade receivables
      Decrease (increase) in inventories
      (Increase) decrease in prepayments
        and other current assets
      Increase (decrease) in trade payables
      Increase (decrease) in accrued expenses and
        other liabilities
      Net increase (decrease) in employees’ end
        of service benefits
Finance expenses paid
Zakat paid
Total adjustments
Net cash provided by (used in) operating activities
Cash flows from investing activities:
  Additions to intangible assets
  Additions to property, plant and equipment
  Proceeds from sale of property, plant and equipment
  Purchase of investments
  Investment income received
  Proceeds from sale of investments
Net cash provided by (used in) investing activities
Cash flows from financing activities:
  Dividend paid
  *Zakat and income tax paid on behalf of the partners
  *Zakat and income tax reimbursed by the partners
  Net movement in short-term bank debts
  Net movement in long term bank debts
  Net movement in finance lease obligation
  Net movement in SIDF loan
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
                                                                                  ================   ================
Non-cash items (described if applicable)
*Applicable to mixed company

                                           The accompanying notes 1 through 30 form
                                     an integral part of these illustrative financial statements.




                                                                  5
XYZ COMPANY
(A Limited Liability Company)

ILLUSTRATIVE STATEMENT OF CHANGES IN PARTNERS’ EQUITY
For the year ended December 31, 2008
Expressed in thousands of Saudi Arabian Riyal

                                                                                                            Unrealized
                                                          Share             Statutory     Other reserve    gain/(loss) on     Retained
                                                          Capital            reserve         (specify)      investments       earnings     Total
Balance at December 31, 2006
Net income (loss) for the year 2007
Transfer to statutory reserve
Zakat and income tax (applicable to a mixed company):
  Charge for the year
  Reimbursed/reimbursable by the partners
Net effect of adjustments in unrealized
  gain/(loss) on investments
Other movement (specify)
Dividend paid
Balance at December 31, 2007

Net income for the year 2008
Transfer to statutory reserve
Zakat and income tax (applicable to a mixed company):
  Charge for the year
  Reimbursed/reimbursable by the partners
Dividend paid
Other movement (specify)
Net effect of adjustments in unrealized gain
  (loss) on investments

Balance at December 31, 2008
                                                        ==========       ==========        ==========      ==========       ==========   ==========

                                                         The accompanying notes 1 through 30 form
                                                         an integral part of these financial statements.




                                                                               6
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



1.   ORGANIZATION AND PRINCIPAL ACTIVITIES


     XYZ Company (the Company) is a limited liability company formed under the Regulation for
     Companies in the Kingdom under Commercial Registration No. ____________ dated
     ____________, corresponding to ____________.

     [Describe activities such as]

     The principal activities of the Company are to manufacture and sell ____________in the local,
     Middle East and other export markets.


     The Company’s registered office is located at the following address:
        _________________
        _________________
        _________________
        _________________


2.   BASIS OF PREPARATION


     (a) Statement of compliance


           The accompanying financial statements have been prepared in accordance with the
           generally accepted accounting standards in Saudi Arabia issued by the Saudi Organization
           for Certified Public Accountants (SOCPA).


           The financial statements were authorized for issue by the Board of Directors / management
           (specify) on (date)


     (b) Basis of measurement


           The financial statements have been prepared on historical cost basis (except for available-
           for-sale investments which are stated at their fair values), using the accrual basis of
           accounting and the going concern concept.




                                                 7
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



2.   BASIS OF PRESENTATION (continued)


     (c) Functional and presentation currency


           These financial statements are presented in Saudi Arabian Riyals (SR) which is the
           functional currency. All financial information presented in SR has been rounded to the
           nearest thousand.


     (d) Use of estimates and judgements


           The preparation of financial statements requires management to make judgment, estimates
           and assumptions that affect the application of policies and reported amounts of assets,
           liabilities, income and expenses. Actual results may differ from these estimates.


           Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
           accounting estimates are recognized in the period in which the estimates are revised and in
           future periods affected.


           Information about significant areas of estimation uncertainty and critical judgements in
           applying accounting policies that have the most significant effect on the amounts
           recognized in the financial statements is included in the following notes:


           [Specify note with reference of balance sheet item, if applicable.]


3.   SIGNIFICANT ACCOUNTING POLICIES


     The accounting policies set out below have been applied consistently to all periods presented in
     the financial statements. Certain comparative amounts have been reclassified to conform with
     the current year’s presentation (give reference of note where reclassification was done).


     (a) Trade receivables


           Trade receivables are stated at original invoice amount less provisions made for amounts
           which in the opinion of the management may not be received. Bad debts are written off
           when identified.

                                                   8
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


     (b) Inventories


          Inventories are measured at the lower of cost and net realisable value.          The cost of
          inventories is principally based on the weighted average principle, and includes
          expenditure incurred in acquiring the inventories, production or conversion costs and other
          costs incurred in bringing them to their existing location and condition. In the case of
          manufactured inventories and work in progress, cost includes an appropriate share of
          production overheads based on normal operating capacity.


          Net realisable value is the estimated selling price in the ordinary course of business, less
          the estimated costs of completion and selling expenses.


     (c) Investments

          (i)   Investment in trade securities


                Investment in trade securities which are purchased for trading purposes are initially
                recorded at cost and then re-measured and stated in the balance sheet at market value
                and included under current assets. Realized gain or loss on sale of trade securities and
                changes in market value at balance sheet date are credited or charged to income
                statement.


          (ii) Held to maturity investments


                Investment in securities held to maturity is measured at annualized cost using the
                effective interest method, less any impairment loss.




                                                  9
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


          (iii) Investments in associates and jointly controlled entities (equity accounted investees)


               Associates are those entities in which the Company has significant influence, but not
               control, over the financial and operating policies. Significant influence is presumed
               to exist when the Company holds between 20 and 50 percent of the voting power of
               another entity. Jointly controlled entities are those entities over whose activities the
               Company has joint control, established by contractual agreement and requiring
               unanimous consent for strategic financial and operating decision. Associates and
               jointly controlled entities are accounted for using the equity method (equity
               accounted investee) and are initially recognized at cost. The Company’s investment
               includes goodwill identified on acquisition, net of any accumulated impairment
               losses.      The financial statements include the Company’s share of income and
               expenses and equity movement of the equity accounted investees from the date that
               significant influence commences until the date that significant influence ceases.
               When the Company’s share of losses exceeds its interest in an associate, the
               Company’s carrying amount is reduced to nil and recognition of further losses is
               discontinued except to the extent that the Company has incurred legal or constructive
               obligations or made payments on behalf of an associate. The Company's share of
               profits or losses of the investee companies is credited or charged to the income
               currently.


          (iv) Available-for-sale investments


               The Company has less than 20% equity investments in locally listed companies and
               various companies which are not for trading purposes and where the Company does
               not have any significant influence or control and, accordingly, these are classified as
               investments available for sale and subsequent to initial recognition, they are measured
               at fair value and changes therein other than impairment losses (see Note __) are
               recognized in equity. Fair value is determined by reference to the market value in the
               open market if exists. In the absence of an open market, the cost is considered to be
               the fair value for these investments.




                                                 10
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


           Permanent diminution in value of the above mentioned investments, if any, is charged to
           the statement of income.


     (d) Intangible assets


          i)       Pre-operating costs


                Pre-operating costs includes all costs and expenses incurred during the pre-operating
                stage and have the future economic benefits. Such costs are amortized using the
                straight-line method over the related economic benefit periods not exceeding _______
                years.


          ii)      Research and development costs


                Expenditure on research activities, undertaken with the prospect of gaining new
                scientific or technical knowledge and understanding, is recognized in profit or loss
                when incurred.


                Development activities involve a plan or design for the production of new or
                substantially improved products, services and processes. Development expenditure is
                capitalized only if development costs can be measured reliably, the product, service or
                process is technically and commercially feasible, future economic benefits are
                probable, and the Company intends to and has sufficient resources to complete
                development and to use or sell the asset. The expenditure capitalized includes the
                cost of materials, direct labour and overhead costs that are directly attributable to
                preparing the asset for its intended use. Borrowing costs related to the development
                of qualifying assets are recognized in profit or loss as incurred. Other development
                expenditure is recognized in profit or loss as incurred.


                Capitalized development expenditure is measured at cost less accumulated
                amortization and accumulated impairment losses. Capitalized development cost is
                amortized using the straight-line method over the related benefit periods not
                exceeding __ years.

                                                  11
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


          iii)        Other intangible assets


                 (Specify nature and amortization policy)


     (e) Leased assets


          The Company accounts for tangible assets obtained under finance lease by recording the
          asset and the related liability. The amounts are determined on the basis of lower of fair
          value of assets and discounted value of minimum lease payments. Finance charges are
          allocated to accounting period in a manner so as to provide a constant periodic rate of
          charge on the outstanding liability. Leased assets are depreciated over the shorter of the
          lease term and their useful lives unless it is reasonably certain that the Company will
          obtain ownership by the end of the lease term. Land is not depreciated. Depreciation is
          charged applying the straight-line method using the following annual depreciation rates:


                 Assets category                                Year


                 --                                                --
                 --                                                --
                 --                                                --


     (f) Property, plant and equipment


          Property, plant and equipment are measured at cost, less accumulated depreciation and
          accumulated impairment loss. Cost includes expenditure that is directly attributable to the
          acquisition of the asset. Finance costs on borrowings to finance the construction of the
          assets are capitalized during the period of time that is required to complete and prepare the
          asset for its intended use.


          Subsequent expenditure is capitalized only when it increases the future economic benefits
          embodied in the item of property, plant and equipment.            All other expenditure is
          recognized in the income statement when incurred.


                                                 12
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


          Depreciation is charged to the income statement on a straight-line basis over the estimated
          useful lives of individual item of property, plant and equipment.


          The estimated useful lives of assets for current and comparative periods are as follow:


                                                                     Years

           Buildings
           Leasehold improvements
           Plant and equipment
           Furniture and office equipment
           Motor vehicles


     (g) Impairment of assets


          Financial assets, property, plant and equipment and other non-current assets are reviewed
          for impairment losses whenever events or changes in circumstances indicate that the
          carrying amount may not be recoverable. An impairment loss, if any, is recognized for the
          amount by which the carrying amount of the asset exceeds its recoverable amount. The
          recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
          For the purpose of assessing impairment, assets are grouped at the lowest levels for which
          there are separately identifiable cash flows.


     (h) Provisions (Applicable to the warranties, restructuring, onerous contracts, etc. and not for
         accrual)


           A provision is recognized if, as a result of past events, the Company has a present legal or
           constructive obligation that can be estimated reliably, and it is probably that an outflow of
           economic benefit, will be required to settle the obligation.




                                                  13
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


          i)      Warranties


                   A provision for warranties is required when the underlying products and services
                   are sold. The provision is based on historical working data and a weighing of all
                   possible outcomes against their associated probabilities.


          ii)     Other (specify)


     (i) Employees’ end of service benefits


          Employees’ end of service benefits, calculated in accordance with Saudi Arabian labour
          regulations, are accrued and charged to statement of income. The liability is calculated at
          the current value of the vested benefits to which the employee is entitled, should his
          services are terminated at the balance sheet date.


     (j) Revenue recognition


          Revenue from sales is recognized upon delivery or shipment of products to customers, and
          is recorded net of returns, trade discounts and volume rebates.


          Revenue from services is recognized when services are performed.


          Rental income is recognized in the statement of income on a straight-line basis over the
          term of the lease.


     (k) Operating leases


          Payments under operating leases are recognized in the statement of income on a straight-
          line basis over the term of the term of the lease. Lease incentives received are recognized
          as an integral part of the total lease expense over the term of the lease.




                                                  14
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


     (l) Expenses


          Selling and marketing expenses are those arising from the Company’s efforts underlying
          the marketing, selling and distribution functions. All other expenses, excluding direct
          costs and financial charges, are classified as general and administrative expenses.
          Allocations of common expenses between cost of sales and selling, marketing, general and
          administrative expenses, when required, are made on a consistent basis.


     (m) Zakat and income-tax


          [For 100% Saudi owned companies]


          Zakat, computed in accordance with Saudi Arabia Tax and Zakat regulations, is accrued
          and charged to statement of income currently.


          [For mixed companies]


          Zakat and income tax, computed in accordance with the Saudi Arabian fiscal regulations,
          are accrued and charged to retained earnings. Since the partners have agreed to reimburse
          Zakat and income tax from the proceeds of the future dividend, such amount receivable
          from the partners are credited to retained earnings; [OR if applicable]


          Zakat and income tax, computed in accordance with Saudi Arabian fiscal regulations, are
          accrued and charged to retained earnings. Zakat and income tax, when reimbursed by the
          partners, are credited to retained earnings.


          Deferred tax liabilities and assets are recognized for all temporary differences at current
          rates of taxation. The carrying amount of deferred tax assets is reviewed at each balance
          sheet date and reduced to the extent that it is no longer probable that sufficient taxable
          profit will be available in the near future to allow all or part of the deferred tax asset to be
          utilized.




                                                  15
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



3.   SIGNIFICANT ACCOUNTING POLICIES (continued)


     (n) Foreign currency translation


          Transactions denominated in foreign currencies are translated to the functional currency of
          the Company at the exchange rates ruling at the date of the transaction. Monetary assets
          and liabilities denominated in foreign currency at the balance sheet date are translated to
          the functional currency of the Company at the foreign exchange rate ruling at that date.
          Exchange differences arising on translation are recognized in the statement of income
          currently.


     (o) Dividends


          Interim dividends are recorded as liability in the period in which they are approved by the
          Board of Directors. Final dividends are recorded in the period in which they are approved
          by the shareholders.


     (p) Cash and cash equivalents


          Cash and cash equivalents comprise cash on hand, cash with banks and other short-term
          highly liquid investments, if any, with original maturities of three months or less, which
          are available to the Company without any restrictions.


4.   CASH AND CASH EQUIVALENTS


     Cash and cash equivalents at December 31 comprise the following:

                                                                   2008                2007
     Cash in hand
     Cash at bank on current accounts
     Short term bank deposits
     Other (specify)


                                                           ============          ============



                                                16
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


5.   TRADE RECEIVABLES


     Trade receivables at December 31 comprise the following:

                                                                2008         2007


     Related parties
     Other customers
     Total
     Provision for doubtful accounts


                                                          ============   ============


6.   INVENTORIES


     Inventories at December 31 comprise the following:

                                                                2008         2007

     Raw and packing materials
     Work-in-process
     Finished goods
     Spare parts and consumables
     In-transit inventories
     Total
     Provision for slow moving items


                                                          ============   ============




                                               17
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



6.   INVENTORIES (inventories)


     1.   Disclose inventory included in the financial statements that is pledged as security for
          liabilities of the Company.


     2.   Disclose the difference between the value of cost of goods sold and similarly for ending
          inventory computed according to the method applied by the Company and the weighted
          average methods in case the Company used LIFO or FIFO.


7.   PREPAYMENTS AND OTHER CURRENT ASSETS


     Prepayments and other current assets at December 31 comprise the following:

                                                               2008                 2007
     Prepayments
     Margin deposits with banks
     Supplier advances
     Employee housing and other advances
     Zakat and income tax reimbursable by the partners
     Other


                                                          ============         ============




                                               18
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



8.   INVESTMENTS IN EQUITY ACCOUNTED INVESTEES


     Investments in associates and jointly controlled entities described as equity accounted investees
     at December 31 comprise the following:

                                                       Effective
                                                      ownership
                                                        interest
                           Name                           (%)           2008             2008

     --
     --
     --
     --
     --
     --
     --
     --
     --
     --
     --
     Total

     Less: Impairment loss



     (Disclose reason for not using equity method on investments (with name) where investment is 20
     – 50% of interest.)




                                                 19
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


9.   OTHER INVESTMENTS

     a)   Other investments at December 31 comprise of the following:

                                                                   2008               2007
     Investments in trade securities
     Held-to-maturity investments
     Available for sale (AFS) investments
     Miscellaneous (specify)
     Total
     Less: Investments classified under current assets:
             Investments in trade securities
             Current portion of held-to-maturity investments

     Current investments

     Non-current investments
                                                               ============       ============


     b) Investments in trade securities at December 31, comprise the following:

                                                                   2008               2007
          Cost
          Unrealized gain (loss)

          Fair value
                                                               ============       ============

     c)   Held-to-maturity at December 31, comprise the following:


                                                                   2008               2007
          Cost
          Impairment loss
          Revised cost
          Amortization or premium / discount

          Fair value
                                                               ============       ============



                                                  20
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal

9.    OTHER INVESTMENTS (continued)


      d) Investments available for sale at December 31, comprise the following:

                                                                 2008                 2007
           Cost
           Impairment loss
           Revised cost
           Unrealized gain (loss)

           Fair value
                                                            ============          ============
      e) Miscellaneous

           [Specify and give details.]


10.   INTANGIBLE ASSETS


      a)   Intangible assets at December 31 comprise the following:

                                                                 2008                 2007
           Pre-operating expenses
           Product development or other
             intangible assets (specify)


                                                            ============          ============
      b)   Pre-operating expenses


           The movement in pre-operating expenses for the year ended December 31 is as follows:

                                                                 2008                 2007
                                                                 Total                Total
           Cost
           Balance at beginning of the year
           Additions during the year
           Cost fully amortized

           Balance at end of the year


                                                 21
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal

10.   INTANGIBLE ASSETS (continued)

           Accumulated amortization and impairment
           Balance at beginning of the year
           Amortization charge for the year
           Cost fully amortized
           Impairment loss adjustments

           Balance at end of the year

           Net balance at December 31
                                                             ============     ============


      [Disclose any significant movement during the year.]


      c)   Product development or Other intangible assets (specify)


           The movement in other intangible assets (specify) for the year ended December 31 is as
           follows:
                                                                 2008              2007
                                                                 Total             Total
           Cost
           Balance at beginning of the year
           Additions during the year
           Cost fully amortized during the year

           Balance at end of the year

           Accumulated amortization and impairment
           Balance at beginning of the year
           Amortization charge for the year
           Cost fully amortized during the year
           Impairment loss adjustments

           Balance at end of the year

           Net balance at December 31
                                                             ============     ============


      [Disclose any significant movement during the year.]


                                                  22
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



11.   LEASED ASSETS


      a) Leased assets at December 31 acquired under finance lease terms and detailed as under:

                                                                     2008                2007
           Cost
           Balance at beginning of the year
           Addition during the year
           Disposal during the year

           Balance at end of the year

           Accumulated depreciation:
           Balance at beginning of the year
           Charge for the year
           Relating to disposal


           Balance at end of the year

           Net leased assets
                                                             ============          ============


      b) The lease assets have been acquired under a finance lease agreement for a total lease value
          of   SR    __________       payable   SR    __________in     advance   and   balance   SR
          __________payable in __ equal monthly instalments effective [date]. The aggregate fair
          value of the leased assets was estimated to be SR __________which has been capitalized
          as part of leased assets cost.




                                                     23
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



11.   LEASED ASSETS (continued)


         At December 31 the net present value of the finance lease obligation is presented in the
         financial statements as follows:

                                                                2008                  2007

         Current portion shown under
          current liabilities

         Non-current portion shown under
           non-current liabilities


                                                          ============          ============


         The future minimum lease payments as of December 31, for the future years are analyzed
         as follows:

                                                                2008                  2008

         Year

         2009
         2010
         2011
         2012
         2013 and thereafter




                                               24
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


12.   PROPERTY, PLANT AND EQUIPMENT


      The movement in property, plant and equipment during the year ended December 31, 2008 is analyzed as under: [modify the class of assets as
      appropriate]
                                                                              Furniture
                                                               Plant and      and office       Motor       Capital work
                                     Land       Buildings     equipment       equipment       vehicles     in progress        Total
Cost:
Balance at January 1, 2008
Additions
Transfers from capital work
 in progress
Reclassification
Disposals
Balance at December 31, 2008

Accumulated depreciation
  and impairment:
Balance at January 1, 2008
Depreciation charge for the year
Impairment loss adjustments
Reclassification
Disposals
Balance at December 31, 2008

Net book value:
At December 31, 2008
                                   ========== ========== ========== ========== ========== ========== ==========
At December 31, 2008
                                   ========== ========== ========== ========== ========== ========== ==========


                                                                       25
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



12.   PROPERTY, PLANT AND EQUIPMENT (continued)


      a) Additions include SR ___________ in respect of interests capitalized during 2008 (2008:
          SR _____________). The rate used to determine the amount of finance costs capitalized
          during 2008 was ___% (2008: ___%).


      b) Capital work in progress - [Disclose nature of major work]

      c) The building is situated on plot of land leased from the Industrial Estate Administration,
          [city] for ____ years commencing from _______________ for nominal annual rental. The
          lease is renewable for a similar period on the same conditions and such other conditions as
          agreed by the parties concerned.


      d) See Note 13 with respect to the pledge of certain fixed assets of the Company as collateral to
          Saudi Industrial Development Fund.


      e) Buildings at December 31, 2008 include properties having cost SR ______________ and
          book value SR ______________ leased to third parties under operating lease arrangements.


      f) Depreciation charge for the year ended December 31, has been allocated as follows:

                                                                  2008                   2007


            Cost of sales
            Selling and marketing expenses
            General and administrative expenses


                                                             ============          ============




                                                  26
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



13.   BANK DEBTS


      a)   Short-term bank debts


           Short-term bank debts represent amounts outstanding under bank overdraft and short-term
           loan facilities with certain commercial banks to finance the working capital requirement of
           the Company.


           [Describe security and covenants, etc. for the facilities, if these are specific to short-term
           bank debts only]


      b)   Long-term bank loans


           Long-term bank loans at December 31 comprise of the following:

                                                                   2008                 2008


           [Name of banks]
           __
           __


                                                             ============        ============

           Presented in the balance sheet as follows:

           Current portion shown under current liabilities

           Non-current portion shown under
               non-current liabilities


                                                             ============         ============


           [Disclosure (modify as necessary)]




                                                  27
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


13.   BANK DEBTS (continued)


              Short and long-term bank loans, overdrafts, guarantees and other facilities from the banks
              are secured by _____________________________________. All bank borrowings bear
              commission at agreed commercial rates. The facility agreements with the banks contains
              covenants which, among other things, limits distribution of dividends in order to maintain
              a minimum net worth and require that certain financial ratios be maintained.


              [Describe guarantees, if applicable.]


14.   SIDF LOAN


      The loan from Saudi Industrial Development Fund (SIDF) was obtained to finance the
      acquisition / expansion of the manufacturing facilities. Against the total approved loan facility
      of SR __________ at December 31, 2008, a sum of SR __________ was received and the
      balance unavailed facility amounted to SR __________. The loan is secured by a mortgage on
      the Company’s fixed assets and the personal and corporate (if applicable) guarantees of the
      partners in the proportion to their ownership interest in the Company. The loan agreement
      contains covenants which, among other things, limits future capital expenditure and requires
      certain financial ratios to be maintained.


      [Describe any non-compliance of loan covenants and its impact.]


      Based on the repayment schedule, the outstanding SIDF loan balance at December 31 is
      calculated in the balance sheet as follows:

                                                                    2008                     2007

      Current portion shown under current liabilities

      Non-current portion shown under
       non-current liabilities

      Total
                                                              ============           ============




                                                      28
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


15.   TRADE PAYABLES


      Trade payables at December 31 comprise of the following:

                                                                  2008                  2007

      Related parties
      Other parties


                                                            ============          ============


16.   PROVISIONS


      (Provide details of provisions)


17.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


      Accrued expenses and other current liabilities at December 31 comprise of the following:

                                                                  2008                  2007

      Accrued expenses
      Customers’ advances
      Unearned rental income
      Other [specify]


                                                            ============          ============




                                                 29
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


18.   SHARE CAPITAL


      At December 31, 2008, the share capital of the Company was SR ________ (2007: SR
      ________) divided into ____ shares (2007: ________ shares) of SR ___ each, which are fully
      paid and owned as follows:

                                              No. of shares              %           Amount


      Name of significant partners
      --
      --
      --

      Total
                                              ==========          ==========       ==========


[Describe any change in share capital during the year]


19.   STATUTORY RESERVE


      In accordance with Company’s Articles of Association and the Regulations for Companies in the
      Kingdom of Saudi Arabia, the Company is required to transfer 10% of its net income each year
      to a statutory reserve until such reserve equals 50% of its share capital. This reserve is not
      available for distributions to the shareholders. [Add the following sentence if statutory reserve
      reached to 50% of the capital and no more allocation:]


      The statutory reserve requirement has been fulfilled and, accordingly, the Company is not
      required to transfer any additional amount towards this reserve.


20.   OTHER RESERVE (specify)


      [Disclose details of the reserve. How it is created and will be utilized.]




                                                    30
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


21.   SELLING AND MARKETING EXPENSES


      Selling and marketing expenses for the year ended December 31 comprise the following:

                                                                2008                 2007

       [Disclose major item of expenses such as any
        amount which is 5-10% of the total expenses.]
      (Modify expense headings as appropriate to the company)
      Employee costs
      Advertising and sales promotion
      Rent
      Depreciation
      Bad and doubtful debts
      Repairs, maintenance and consumables
      Other


                                                          ============          ============




                                                31
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


22.   GENERAL AND ADMINISTRATIVE EXPENSES


      General and administrative expenses for the year ended December 31 comprise the following:

                                                                2008                 2007

       [Disclose material expenses such as any amount
        which is 5-10% of the total expenses.]
      (Modify expense headings as appropriate to the company)
      Employee costs
      Amortization of intangible assets
      Travel
      Depreciation
      Training
      Utilities, telephone and communication
      Insurance
      Computer-related
      Rent
      Repairs and maintenance
      Other


                                                          ============          ============

23.   IMPAIRMENT LOSS


      (Provide detailed note in that respect)




                                                32
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


24.   RENTAL INCOME – NET


      Rental income for the year ended December 31 comprises the following:

                                                                   2008             2008
      Total rental income
      Costs and expenses:
       Operating costs
       Depreciation
      Total costs and expenses

      Rental income, net
                                                           ============       ============



25.   OTHER INCOME (EXPENSE) – NET


      Other income (expense) – net for the year ended December 31 comprises the following:


      [Disclose material amount.]

                                                                    2008             2007

      Profit (loss) on disposal of property, plant and equipment
      Scrap sales
      Miscellaneous


                                                             ============       ============




                                                  33
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


26.   ZAKAT AND INCOME-TAX


      a)   Charge for the year


           i)      Zakat and income-tax charge for the year ended December 31 comprises the
                   following:

                                          2008                .                      2007             .
                                                                                    Income-
                              Zakat      Income-tax          Total       Zakat         tax           Total

       For current year

       For previous year    _________    _________         _________   _________   _________     ________

                             =======                       =======     =======     =======       =======
                                   =     ========                =           =           =             =


           ii)     The significant components of Zakat base for the current year ended December 31,
                   2008 are as follow:


                  [Summarize information from Zakat calculation sheet such as:]

                                                                       2008                   2007


                  Capital
                  Adjusted net income
                  Adjusted equity and provision
                   at beginning of year
                  Deduction for property, plant and equipment
                  Deduction for investment
                  Deduction for intangible assets
                  Deduction from dividend paid


           iii)    Income-tax charge for the current year is based on the adjusted taxable income
                   calculated on the portion of equity owned by the foreign partner.




                                                      34
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


26.   ZAKAT AND INCOME-TAX (continued)


           iv)     Zakat and income-tax for previous years relates to certain amounts disallowed at the
                   time of final assessment by the Department of Zakat and Income Tax. [Explain
                   based on information in assessment order.]


      b) Accrued Zakat and income tax


           The movement in accrued zakat and income-tax during the year ended December 31 is as
           follows:

                                          2008               .                       2007          .
                                                                                    Income-
                             Zakat      Income-tax          Total       Zakat          tax      Total

       Balance at
       beginning of the
       year

       Add: Charge
       for the year

       Less: Payments
       during the year     _________     _________        _________   _________    _________   ________

       Balance at end       =======                       =======     =======      =======     =======
       of the year                =      ========               =           =            =           =


      c)   Status of assessments


           Zakat assessments have been finalized with the Department of Zakat and Income Tax
           (DZIT) and final zakat certificates obtained for the years up to ___.


           [Disclose assessment under appeal, etc. and any contingent liability in that respect]




                                                     35
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


26.   ZAKAT AND INCOME-TAX (continued)



      d) Deferred tax assets and liabilities


          (i)     Recognized deferred tax


                Recognized deferred tax assets and liabilities at December 31 are attributable to the
                following:

                                                               2008                  2007

                 Property, plant and equipment
                 Intangible assets
                 Investments
                 Employee termination benefits
                 Provisions
                 Other [specify]

                 Net deferred tax assets (liabilities)
                                                         ============         ============


                The movement in recognized deferred tax assets (liabilities) during the year ended
                December 31, 2008 is summarized as under:

                                                               2008                  2007

                Balance at beginning of the year
                Provided during the year
                Released during the year

                Balance at end of the year
                                                         ============         ============




                                                    36
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal


26.   ZAKAT AND INCOME-TAX (continued)


           (ii)    Unrecognized deferred tax


                  Unrecognized deferred tax liability


                  Disclose any unrecognized deferred tax liability with reason for non-accrual.


                  Unrecognized deferred tax assets


                  Disclose nature, amount and reason for non-accrual OR


                  No deferred tax asset has been recognized as it is not possible to determine when such
                  timing difference will reverse.


27.   COMMITMENTS AND CONTINGENCIES


      a)   At December 31, the Company has the following commitments:

                                                                    2008                  2007


           For capital expenditures
           For Investments
           Other (specify)


      b)   At December 31, 2008, the Company has a contingent liability of SR __________ (2007:
           SR _________) in respect of bank guarantees issued by the Company’s bank in respect of
           bid bonds, contracts advance payments and performance bonds.


           [Disclose other contingent liabilities.]




                                                      37
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



28.   RELATED PARTY TRANSACTIONS AND BALANCES


      [Follow guidance of related party definition from SOCPA standards for identification of related
      party]


      a)   Related party transactions mainly represent purchases and sales of goods and services which
           are undertaken at mutually agreed terms and approved by management from the following
           entities:


               Name of entity                               Relationship




      b)   Disclose material transactions with individual related party other than purchase and sales if
           it is necessary to understand the effort of the related party transaction on the enterprises
           financial statements.


           Related party transactions for the year ended December 31 and balances arising-there from
           are described as under:

                                   Nature of               Amount of transaction     Closing balance
            Transactions with      transaction                during the year      Receivable/(Payable)
                                                             2008         2007      2008        2007


           [Specify affiliate,     Sale of products
               partner, other      Purchase of goods
               related party]


                                     Management fees
                                     Others (specify)




                                                      38
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



29.   OPERATING LEASES


      [Disclosure as lessee - modify as appropriate]


      a)   The Company has various operating leases for office space, warehouse, retail outlets,
           employees' accommodations [Disclose as appropriate]. The leases are for initial period for
           one year to _____ years with options to renew the leases after lease periods.          Lease
           payments are either fixed or increase annually to reflect market rentals. Rental expenses for
           the year ended December 31, 2008 amounted to SR ___ (2008: SR ___).


      b)   At December 31, the Company’s obligations under non-cancellable operating leases are
           payable as follow:
                                                                   2008                  2007

           Within one year
           Between two and five years
           More than five years

           Total
                                                             ============           ============


      [Disclosure as lessor (modify as appropriate)]


      a)   The Company has rented certain properties to third parties under operating lease
           arrangement. [Disclose as appropriate]. The leases are for initial period for one year to
           _____ years with options to renew the leases after lease periods. Lease payments are either
           fixed or increase annually to reflect market rentals. The cost and book value of the leased
           assets at December 31, 2008 amounted to SR __________ (2008: SR ______) and SR
           _______ (2008: SR ____________) respectively.




                                                  39
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



29.   OPERATING LEASES (continued)


      b)   At December 31, the minimum lease payments for non-cancellable leases are as follow:

                                                                     2008                   2007
           2009
           2010
           2011
           2012
           2013 and thereafter

           Total
                                                                ============          ============


30.   FINANCIAL INSTRUMENTS AND RISK MANAGEMENT


      Financial instruments carried on the balance sheet include cash and cash equivalents, trade and
      other accounts receivable, investments, short-term borrowings, accounts payable, other
      liabilities, and long-term debt.


      Credit risk is the risk that one party will fail to discharge an obligation and will cause the other
      party to incur a financial loss. The Company has no significant concentration of credit risks.
      Cash and cash equivalents are placed with national and international banks with sound credit
      ratings. Trade and other accounts receivable are mainly due from local customers and related
      parties and are stated at their estimated realizable values.


      Fair value and cash flow interest rate risks are the exposures to various risks associated with
      the effect of fluctuations in the prevailing interest rates on the Company's financial position and
      cash flows. The Company’s interest rate risk arise mainly from short term bank deposits and
      bank debts and long term debts, which are at floating rates of interest. All deposits and debts are
      subject to re-pricing on a regular basis. Management monitors the changes in interest rates and
      believes that the fair value and cash flow interest rate risks to the Company are not significant.




                                                    40
XYZ COMPANY
(A Limited Liability Company)

NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS
December 31, 2008
Expressed in thousands of Saudi Arabian Riyal



30.   FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)


      Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet
      commitments associated with financial instruments. Liquidity risk may result from the inability
      to sell a financial asset quickly at an amount close to its fair value.


      Liquidity risk is managed by monitoring on a regular basis that sufficient funds are available to
      meet the Company's future commitments.


      Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in
      foreign exchange rates. The Company's transactions are principally in Saudi riyal and United
      States dollar. Other transactions in foreign currencies are not material. Currency risk is managed
      on regular basis.


      Fair value is the amount for which an asset could be exchanged, or a liability settled between
      knowledgeable willing parties in an arm's length transaction. As the accompanying financial
      statements are prepared under the historical cost method, except for the revaluation of the
      available-for-sale and trade securities at fair value through equity, differences may arise between
      the book values and the fair value estimates. Management believes that the fair values of the
      Company's financial assets and liabilities are not materially different from their carrying values.




                                                     41

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Illustrative socpa financial statements template limited liability co english

  • 1. XYZ COMPANY (A Limited Liability Company) ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 with INDEPENDENT AUDITORS’ REPORT
  • 2.
  • 3. INDEPENDENT AUDITORS’ REPORT To: The Partners XYZ Company _____, Kingdom of Saudi Arabia We have audited the accompanying financial statements of XYZ Company (“the Company”) which comprise the balance sheet as at ______________ and the related statements of income, cash flows and changes in partners’ equity for the year then ended and the attached notes (1) through (30) which form an integral part of the financial statements. Management is responsible for the preparation and fair presentation of these financial statements in accordance with generally accepted accounting standards in the Kingdom of Saudi Arabia and in compliance with Article 175 of the Regulations for Companies and the Company’s Articles of Association. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Management has provided us with all the information and explanations that we require relating to our audit of these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in Saudi Arabia. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 1
  • 4. In our opinion, the financial statements taken as a whole: 1) present fairly, in all material respects, the financial position of the Company as at _____________, and of its results of operations and its cash flows for the year then ended in accordance with generally accepted accounting standards in the Kingdom of Saudi Arabia appropriate to the circumstances of the Company; and 2) comply with the requirements of the Regulations for Companies and the Company’s Articles of Association with respect to the preparation and presentation of the financial statements. For KPMG Al Fozan & Al Sadhan Signature: Name: License No.: Date: Corresponding to: 2
  • 5. XYZ COMPANY (A Limited Liability Company) ILLUSTRATIVE BALANCE SHEET As at December 31, 2008 Expressed in thousands of Saudi Arabian Riyal Note 2008 2007 ASSETS Current assets: Cash and cash equivalents 4 Trade receivables 5 Inventories 6 Current investments 9 Prepayments and other current assets 7 Total current assets Non-current assets: Investments in equity accounted investees 8 Other investments 9 Deferred tax assets 26 Intangible assets 10 Leased assets 11 Property, plant and equipment 12 Total non-current assets Total assets ============= ============= LIABILITIES AND PARTNERS’ EQUITY Current liabilities: Short-term bank debts 13 Current portion of finance lease obligation 11 Current portion of long-term bank debts 13 Current portion of SIDF loan 14 Trade payables 15 Accrued Zakat and income-tax 26 Provisions 16 Accrued expenses and other current liabilities 17 Total current liabilities Non-current liabilities: Deferred tax liabilities 26 Finance lease obligation 11 Long-term bank debts 13 SIDF loan 14 Employees’ end of service benefits Total non-current liabilities Total liabilities PARTNERS’ EQUITY Share capital 18 Statutory reserve 19 Other reserve (specify) 20 Unrealized gain (loss) on investments Retained earnings Total partners’ equity Total liabilities and partners’ equity ============== ============== The accompanying notes 1 through 30 form an integral part of these illustrative financial statements. 3
  • 6. XYZ COMPANY (A Limited Liability Company) ILLUSTRATIVE STATEMENT OF INCOME For the year ended December 31, 2008 Expressed in thousands of Saudi Arabian Riyal Note 2008 2007 Revenue / Sales Cost of sales Gross profit Selling and marketing expenses 21 General and administrative expenses 22 Impairment loss 23 Realized gain (loss) on sale of investments – net Unrealized gain / loss from valuation of trade securities Income from held-to-maturity investments Share of profit of equity accounted investees Rental income – net 24 Other income 25 Operating income Finance income Finance expenses Net finance expenses Income (loss) before Zakat Zakat (applicable for 100% Saudi owned company) 26 Net income (loss) ============= ============= The accompanying notes 1 through 30 form an integral part of these illustrative financial statements. 4
  • 7. XYZ COMPANY (A Limited Liability Company) ILLUSTRATIVE STATEMENT OF CASH FLOWS For the year ended December 31, 2008 Expressed in thousands of Saudi Arabian Riyal Note 2008 2007 Cash flows from operating activities: Net income (loss) for the year Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Amortization of intangible assets Impairment loss Loss/gain on sale of property, plant and equipment Impairment loss Realized gain (loss) on sale of investments – net Unrealized gain / loss from valuation of trade securities Income from held-to-maturity investments Share of profit of equity accounted investees Zakat charge for the year Finance expenses for the year Changes in operating assets and liabilities: Decrease (increase) in trade receivables Decrease (increase) in inventories (Increase) decrease in prepayments and other current assets Increase (decrease) in trade payables Increase (decrease) in accrued expenses and other liabilities Net increase (decrease) in employees’ end of service benefits Finance expenses paid Zakat paid Total adjustments Net cash provided by (used in) operating activities Cash flows from investing activities: Additions to intangible assets Additions to property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of investments Investment income received Proceeds from sale of investments Net cash provided by (used in) investing activities Cash flows from financing activities: Dividend paid *Zakat and income tax paid on behalf of the partners *Zakat and income tax reimbursed by the partners Net movement in short-term bank debts Net movement in long term bank debts Net movement in finance lease obligation Net movement in SIDF loan Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year ================ ================ Non-cash items (described if applicable) *Applicable to mixed company The accompanying notes 1 through 30 form an integral part of these illustrative financial statements. 5
  • 8. XYZ COMPANY (A Limited Liability Company) ILLUSTRATIVE STATEMENT OF CHANGES IN PARTNERS’ EQUITY For the year ended December 31, 2008 Expressed in thousands of Saudi Arabian Riyal Unrealized Share Statutory Other reserve gain/(loss) on Retained Capital reserve (specify) investments earnings Total Balance at December 31, 2006 Net income (loss) for the year 2007 Transfer to statutory reserve Zakat and income tax (applicable to a mixed company): Charge for the year Reimbursed/reimbursable by the partners Net effect of adjustments in unrealized gain/(loss) on investments Other movement (specify) Dividend paid Balance at December 31, 2007 Net income for the year 2008 Transfer to statutory reserve Zakat and income tax (applicable to a mixed company): Charge for the year Reimbursed/reimbursable by the partners Dividend paid Other movement (specify) Net effect of adjustments in unrealized gain (loss) on investments Balance at December 31, 2008 ========== ========== ========== ========== ========== ========== The accompanying notes 1 through 30 form an integral part of these financial statements. 6
  • 9. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 1. ORGANIZATION AND PRINCIPAL ACTIVITIES XYZ Company (the Company) is a limited liability company formed under the Regulation for Companies in the Kingdom under Commercial Registration No. ____________ dated ____________, corresponding to ____________. [Describe activities such as] The principal activities of the Company are to manufacture and sell ____________in the local, Middle East and other export markets. The Company’s registered office is located at the following address: _________________ _________________ _________________ _________________ 2. BASIS OF PREPARATION (a) Statement of compliance The accompanying financial statements have been prepared in accordance with the generally accepted accounting standards in Saudi Arabia issued by the Saudi Organization for Certified Public Accountants (SOCPA). The financial statements were authorized for issue by the Board of Directors / management (specify) on (date) (b) Basis of measurement The financial statements have been prepared on historical cost basis (except for available- for-sale investments which are stated at their fair values), using the accrual basis of accounting and the going concern concept. 7
  • 10. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 2. BASIS OF PRESENTATION (continued) (c) Functional and presentation currency These financial statements are presented in Saudi Arabian Riyals (SR) which is the functional currency. All financial information presented in SR has been rounded to the nearest thousand. (d) Use of estimates and judgements The preparation of financial statements requires management to make judgment, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods affected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes: [Specify note with reference of balance sheet item, if applicable.] 3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in the financial statements. Certain comparative amounts have been reclassified to conform with the current year’s presentation (give reference of note where reclassification was done). (a) Trade receivables Trade receivables are stated at original invoice amount less provisions made for amounts which in the opinion of the management may not be received. Bad debts are written off when identified. 8
  • 11. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) (b) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is principally based on the weighted average principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. (c) Investments (i) Investment in trade securities Investment in trade securities which are purchased for trading purposes are initially recorded at cost and then re-measured and stated in the balance sheet at market value and included under current assets. Realized gain or loss on sale of trade securities and changes in market value at balance sheet date are credited or charged to income statement. (ii) Held to maturity investments Investment in securities held to maturity is measured at annualized cost using the effective interest method, less any impairment loss. 9
  • 12. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) (iii) Investments in associates and jointly controlled entities (equity accounted investees) Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity. Jointly controlled entities are those entities over whose activities the Company has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decision. Associates and jointly controlled entities are accounted for using the equity method (equity accounted investee) and are initially recognized at cost. The Company’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The financial statements include the Company’s share of income and expenses and equity movement of the equity accounted investees from the date that significant influence commences until the date that significant influence ceases. When the Company’s share of losses exceeds its interest in an associate, the Company’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of an associate. The Company's share of profits or losses of the investee companies is credited or charged to the income currently. (iv) Available-for-sale investments The Company has less than 20% equity investments in locally listed companies and various companies which are not for trading purposes and where the Company does not have any significant influence or control and, accordingly, these are classified as investments available for sale and subsequent to initial recognition, they are measured at fair value and changes therein other than impairment losses (see Note __) are recognized in equity. Fair value is determined by reference to the market value in the open market if exists. In the absence of an open market, the cost is considered to be the fair value for these investments. 10
  • 13. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Permanent diminution in value of the above mentioned investments, if any, is charged to the statement of income. (d) Intangible assets i) Pre-operating costs Pre-operating costs includes all costs and expenses incurred during the pre-operating stage and have the future economic benefits. Such costs are amortized using the straight-line method over the related economic benefit periods not exceeding _______ years. ii) Research and development costs Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. Development activities involve a plan or design for the production of new or substantially improved products, services and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product, service or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Borrowing costs related to the development of qualifying assets are recognized in profit or loss as incurred. Other development expenditure is recognized in profit or loss as incurred. Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses. Capitalized development cost is amortized using the straight-line method over the related benefit periods not exceeding __ years. 11
  • 14. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) iii) Other intangible assets (Specify nature and amortization policy) (e) Leased assets The Company accounts for tangible assets obtained under finance lease by recording the asset and the related liability. The amounts are determined on the basis of lower of fair value of assets and discounted value of minimum lease payments. Finance charges are allocated to accounting period in a manner so as to provide a constant periodic rate of charge on the outstanding liability. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated. Depreciation is charged applying the straight-line method using the following annual depreciation rates: Assets category Year -- -- -- -- -- -- (f) Property, plant and equipment Property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment loss. Cost includes expenditure that is directly attributable to the acquisition of the asset. Finance costs on borrowings to finance the construction of the assets are capitalized during the period of time that is required to complete and prepare the asset for its intended use. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other expenditure is recognized in the income statement when incurred. 12
  • 15. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of individual item of property, plant and equipment. The estimated useful lives of assets for current and comparative periods are as follow: Years Buildings Leasehold improvements Plant and equipment Furniture and office equipment Motor vehicles (g) Impairment of assets Financial assets, property, plant and equipment and other non-current assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss, if any, is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. (h) Provisions (Applicable to the warranties, restructuring, onerous contracts, etc. and not for accrual) A provision is recognized if, as a result of past events, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probably that an outflow of economic benefit, will be required to settle the obligation. 13
  • 16. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) i) Warranties A provision for warranties is required when the underlying products and services are sold. The provision is based on historical working data and a weighing of all possible outcomes against their associated probabilities. ii) Other (specify) (i) Employees’ end of service benefits Employees’ end of service benefits, calculated in accordance with Saudi Arabian labour regulations, are accrued and charged to statement of income. The liability is calculated at the current value of the vested benefits to which the employee is entitled, should his services are terminated at the balance sheet date. (j) Revenue recognition Revenue from sales is recognized upon delivery or shipment of products to customers, and is recorded net of returns, trade discounts and volume rebates. Revenue from services is recognized when services are performed. Rental income is recognized in the statement of income on a straight-line basis over the term of the lease. (k) Operating leases Payments under operating leases are recognized in the statement of income on a straight- line basis over the term of the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense over the term of the lease. 14
  • 17. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) (l) Expenses Selling and marketing expenses are those arising from the Company’s efforts underlying the marketing, selling and distribution functions. All other expenses, excluding direct costs and financial charges, are classified as general and administrative expenses. Allocations of common expenses between cost of sales and selling, marketing, general and administrative expenses, when required, are made on a consistent basis. (m) Zakat and income-tax [For 100% Saudi owned companies] Zakat, computed in accordance with Saudi Arabia Tax and Zakat regulations, is accrued and charged to statement of income currently. [For mixed companies] Zakat and income tax, computed in accordance with the Saudi Arabian fiscal regulations, are accrued and charged to retained earnings. Since the partners have agreed to reimburse Zakat and income tax from the proceeds of the future dividend, such amount receivable from the partners are credited to retained earnings; [OR if applicable] Zakat and income tax, computed in accordance with Saudi Arabian fiscal regulations, are accrued and charged to retained earnings. Zakat and income tax, when reimbursed by the partners, are credited to retained earnings. Deferred tax liabilities and assets are recognized for all temporary differences at current rates of taxation. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available in the near future to allow all or part of the deferred tax asset to be utilized. 15
  • 18. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 3. SIGNIFICANT ACCOUNTING POLICIES (continued) (n) Foreign currency translation Transactions denominated in foreign currencies are translated to the functional currency of the Company at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currency at the balance sheet date are translated to the functional currency of the Company at the foreign exchange rate ruling at that date. Exchange differences arising on translation are recognized in the statement of income currently. (o) Dividends Interim dividends are recorded as liability in the period in which they are approved by the Board of Directors. Final dividends are recorded in the period in which they are approved by the shareholders. (p) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cash with banks and other short-term highly liquid investments, if any, with original maturities of three months or less, which are available to the Company without any restrictions. 4. CASH AND CASH EQUIVALENTS Cash and cash equivalents at December 31 comprise the following: 2008 2007 Cash in hand Cash at bank on current accounts Short term bank deposits Other (specify) ============ ============ 16
  • 19. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 5. TRADE RECEIVABLES Trade receivables at December 31 comprise the following: 2008 2007 Related parties Other customers Total Provision for doubtful accounts ============ ============ 6. INVENTORIES Inventories at December 31 comprise the following: 2008 2007 Raw and packing materials Work-in-process Finished goods Spare parts and consumables In-transit inventories Total Provision for slow moving items ============ ============ 17
  • 20. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 6. INVENTORIES (inventories) 1. Disclose inventory included in the financial statements that is pledged as security for liabilities of the Company. 2. Disclose the difference between the value of cost of goods sold and similarly for ending inventory computed according to the method applied by the Company and the weighted average methods in case the Company used LIFO or FIFO. 7. PREPAYMENTS AND OTHER CURRENT ASSETS Prepayments and other current assets at December 31 comprise the following: 2008 2007 Prepayments Margin deposits with banks Supplier advances Employee housing and other advances Zakat and income tax reimbursable by the partners Other ============ ============ 18
  • 21. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 8. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES Investments in associates and jointly controlled entities described as equity accounted investees at December 31 comprise the following: Effective ownership interest Name (%) 2008 2008 -- -- -- -- -- -- -- -- -- -- -- Total Less: Impairment loss (Disclose reason for not using equity method on investments (with name) where investment is 20 – 50% of interest.) 19
  • 22. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 9. OTHER INVESTMENTS a) Other investments at December 31 comprise of the following: 2008 2007 Investments in trade securities Held-to-maturity investments Available for sale (AFS) investments Miscellaneous (specify) Total Less: Investments classified under current assets: Investments in trade securities Current portion of held-to-maturity investments Current investments Non-current investments ============ ============ b) Investments in trade securities at December 31, comprise the following: 2008 2007 Cost Unrealized gain (loss) Fair value ============ ============ c) Held-to-maturity at December 31, comprise the following: 2008 2007 Cost Impairment loss Revised cost Amortization or premium / discount Fair value ============ ============ 20
  • 23. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 9. OTHER INVESTMENTS (continued) d) Investments available for sale at December 31, comprise the following: 2008 2007 Cost Impairment loss Revised cost Unrealized gain (loss) Fair value ============ ============ e) Miscellaneous [Specify and give details.] 10. INTANGIBLE ASSETS a) Intangible assets at December 31 comprise the following: 2008 2007 Pre-operating expenses Product development or other intangible assets (specify) ============ ============ b) Pre-operating expenses The movement in pre-operating expenses for the year ended December 31 is as follows: 2008 2007 Total Total Cost Balance at beginning of the year Additions during the year Cost fully amortized Balance at end of the year 21
  • 24. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 10. INTANGIBLE ASSETS (continued) Accumulated amortization and impairment Balance at beginning of the year Amortization charge for the year Cost fully amortized Impairment loss adjustments Balance at end of the year Net balance at December 31 ============ ============ [Disclose any significant movement during the year.] c) Product development or Other intangible assets (specify) The movement in other intangible assets (specify) for the year ended December 31 is as follows: 2008 2007 Total Total Cost Balance at beginning of the year Additions during the year Cost fully amortized during the year Balance at end of the year Accumulated amortization and impairment Balance at beginning of the year Amortization charge for the year Cost fully amortized during the year Impairment loss adjustments Balance at end of the year Net balance at December 31 ============ ============ [Disclose any significant movement during the year.] 22
  • 25. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 11. LEASED ASSETS a) Leased assets at December 31 acquired under finance lease terms and detailed as under: 2008 2007 Cost Balance at beginning of the year Addition during the year Disposal during the year Balance at end of the year Accumulated depreciation: Balance at beginning of the year Charge for the year Relating to disposal Balance at end of the year Net leased assets ============ ============ b) The lease assets have been acquired under a finance lease agreement for a total lease value of SR __________ payable SR __________in advance and balance SR __________payable in __ equal monthly instalments effective [date]. The aggregate fair value of the leased assets was estimated to be SR __________which has been capitalized as part of leased assets cost. 23
  • 26. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 11. LEASED ASSETS (continued) At December 31 the net present value of the finance lease obligation is presented in the financial statements as follows: 2008 2007 Current portion shown under current liabilities Non-current portion shown under non-current liabilities ============ ============ The future minimum lease payments as of December 31, for the future years are analyzed as follows: 2008 2008 Year 2009 2010 2011 2012 2013 and thereafter 24
  • 27. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 12. PROPERTY, PLANT AND EQUIPMENT The movement in property, plant and equipment during the year ended December 31, 2008 is analyzed as under: [modify the class of assets as appropriate] Furniture Plant and and office Motor Capital work Land Buildings equipment equipment vehicles in progress Total Cost: Balance at January 1, 2008 Additions Transfers from capital work in progress Reclassification Disposals Balance at December 31, 2008 Accumulated depreciation and impairment: Balance at January 1, 2008 Depreciation charge for the year Impairment loss adjustments Reclassification Disposals Balance at December 31, 2008 Net book value: At December 31, 2008 ========== ========== ========== ========== ========== ========== ========== At December 31, 2008 ========== ========== ========== ========== ========== ========== ========== 25
  • 28. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 12. PROPERTY, PLANT AND EQUIPMENT (continued) a) Additions include SR ___________ in respect of interests capitalized during 2008 (2008: SR _____________). The rate used to determine the amount of finance costs capitalized during 2008 was ___% (2008: ___%). b) Capital work in progress - [Disclose nature of major work] c) The building is situated on plot of land leased from the Industrial Estate Administration, [city] for ____ years commencing from _______________ for nominal annual rental. The lease is renewable for a similar period on the same conditions and such other conditions as agreed by the parties concerned. d) See Note 13 with respect to the pledge of certain fixed assets of the Company as collateral to Saudi Industrial Development Fund. e) Buildings at December 31, 2008 include properties having cost SR ______________ and book value SR ______________ leased to third parties under operating lease arrangements. f) Depreciation charge for the year ended December 31, has been allocated as follows: 2008 2007 Cost of sales Selling and marketing expenses General and administrative expenses ============ ============ 26
  • 29. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 13. BANK DEBTS a) Short-term bank debts Short-term bank debts represent amounts outstanding under bank overdraft and short-term loan facilities with certain commercial banks to finance the working capital requirement of the Company. [Describe security and covenants, etc. for the facilities, if these are specific to short-term bank debts only] b) Long-term bank loans Long-term bank loans at December 31 comprise of the following: 2008 2008 [Name of banks] __ __ ============ ============ Presented in the balance sheet as follows: Current portion shown under current liabilities Non-current portion shown under non-current liabilities ============ ============ [Disclosure (modify as necessary)] 27
  • 30. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 13. BANK DEBTS (continued) Short and long-term bank loans, overdrafts, guarantees and other facilities from the banks are secured by _____________________________________. All bank borrowings bear commission at agreed commercial rates. The facility agreements with the banks contains covenants which, among other things, limits distribution of dividends in order to maintain a minimum net worth and require that certain financial ratios be maintained. [Describe guarantees, if applicable.] 14. SIDF LOAN The loan from Saudi Industrial Development Fund (SIDF) was obtained to finance the acquisition / expansion of the manufacturing facilities. Against the total approved loan facility of SR __________ at December 31, 2008, a sum of SR __________ was received and the balance unavailed facility amounted to SR __________. The loan is secured by a mortgage on the Company’s fixed assets and the personal and corporate (if applicable) guarantees of the partners in the proportion to their ownership interest in the Company. The loan agreement contains covenants which, among other things, limits future capital expenditure and requires certain financial ratios to be maintained. [Describe any non-compliance of loan covenants and its impact.] Based on the repayment schedule, the outstanding SIDF loan balance at December 31 is calculated in the balance sheet as follows: 2008 2007 Current portion shown under current liabilities Non-current portion shown under non-current liabilities Total ============ ============ 28
  • 31. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 15. TRADE PAYABLES Trade payables at December 31 comprise of the following: 2008 2007 Related parties Other parties ============ ============ 16. PROVISIONS (Provide details of provisions) 17. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities at December 31 comprise of the following: 2008 2007 Accrued expenses Customers’ advances Unearned rental income Other [specify] ============ ============ 29
  • 32. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 18. SHARE CAPITAL At December 31, 2008, the share capital of the Company was SR ________ (2007: SR ________) divided into ____ shares (2007: ________ shares) of SR ___ each, which are fully paid and owned as follows: No. of shares % Amount Name of significant partners -- -- -- Total ========== ========== ========== [Describe any change in share capital during the year] 19. STATUTORY RESERVE In accordance with Company’s Articles of Association and the Regulations for Companies in the Kingdom of Saudi Arabia, the Company is required to transfer 10% of its net income each year to a statutory reserve until such reserve equals 50% of its share capital. This reserve is not available for distributions to the shareholders. [Add the following sentence if statutory reserve reached to 50% of the capital and no more allocation:] The statutory reserve requirement has been fulfilled and, accordingly, the Company is not required to transfer any additional amount towards this reserve. 20. OTHER RESERVE (specify) [Disclose details of the reserve. How it is created and will be utilized.] 30
  • 33. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 21. SELLING AND MARKETING EXPENSES Selling and marketing expenses for the year ended December 31 comprise the following: 2008 2007 [Disclose major item of expenses such as any amount which is 5-10% of the total expenses.] (Modify expense headings as appropriate to the company) Employee costs Advertising and sales promotion Rent Depreciation Bad and doubtful debts Repairs, maintenance and consumables Other ============ ============ 31
  • 34. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 22. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the year ended December 31 comprise the following: 2008 2007 [Disclose material expenses such as any amount which is 5-10% of the total expenses.] (Modify expense headings as appropriate to the company) Employee costs Amortization of intangible assets Travel Depreciation Training Utilities, telephone and communication Insurance Computer-related Rent Repairs and maintenance Other ============ ============ 23. IMPAIRMENT LOSS (Provide detailed note in that respect) 32
  • 35. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 24. RENTAL INCOME – NET Rental income for the year ended December 31 comprises the following: 2008 2008 Total rental income Costs and expenses: Operating costs Depreciation Total costs and expenses Rental income, net ============ ============ 25. OTHER INCOME (EXPENSE) – NET Other income (expense) – net for the year ended December 31 comprises the following: [Disclose material amount.] 2008 2007 Profit (loss) on disposal of property, plant and equipment Scrap sales Miscellaneous ============ ============ 33
  • 36. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 26. ZAKAT AND INCOME-TAX a) Charge for the year i) Zakat and income-tax charge for the year ended December 31 comprises the following: 2008 . 2007 . Income- Zakat Income-tax Total Zakat tax Total For current year For previous year _________ _________ _________ _________ _________ ________ ======= ======= ======= ======= ======= = ======== = = = = ii) The significant components of Zakat base for the current year ended December 31, 2008 are as follow: [Summarize information from Zakat calculation sheet such as:] 2008 2007 Capital Adjusted net income Adjusted equity and provision at beginning of year Deduction for property, plant and equipment Deduction for investment Deduction for intangible assets Deduction from dividend paid iii) Income-tax charge for the current year is based on the adjusted taxable income calculated on the portion of equity owned by the foreign partner. 34
  • 37. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 26. ZAKAT AND INCOME-TAX (continued) iv) Zakat and income-tax for previous years relates to certain amounts disallowed at the time of final assessment by the Department of Zakat and Income Tax. [Explain based on information in assessment order.] b) Accrued Zakat and income tax The movement in accrued zakat and income-tax during the year ended December 31 is as follows: 2008 . 2007 . Income- Zakat Income-tax Total Zakat tax Total Balance at beginning of the year Add: Charge for the year Less: Payments during the year _________ _________ _________ _________ _________ ________ Balance at end ======= ======= ======= ======= ======= of the year = ======== = = = = c) Status of assessments Zakat assessments have been finalized with the Department of Zakat and Income Tax (DZIT) and final zakat certificates obtained for the years up to ___. [Disclose assessment under appeal, etc. and any contingent liability in that respect] 35
  • 38. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 26. ZAKAT AND INCOME-TAX (continued) d) Deferred tax assets and liabilities (i) Recognized deferred tax Recognized deferred tax assets and liabilities at December 31 are attributable to the following: 2008 2007 Property, plant and equipment Intangible assets Investments Employee termination benefits Provisions Other [specify] Net deferred tax assets (liabilities) ============ ============ The movement in recognized deferred tax assets (liabilities) during the year ended December 31, 2008 is summarized as under: 2008 2007 Balance at beginning of the year Provided during the year Released during the year Balance at end of the year ============ ============ 36
  • 39. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 26. ZAKAT AND INCOME-TAX (continued) (ii) Unrecognized deferred tax Unrecognized deferred tax liability Disclose any unrecognized deferred tax liability with reason for non-accrual. Unrecognized deferred tax assets Disclose nature, amount and reason for non-accrual OR No deferred tax asset has been recognized as it is not possible to determine when such timing difference will reverse. 27. COMMITMENTS AND CONTINGENCIES a) At December 31, the Company has the following commitments: 2008 2007 For capital expenditures For Investments Other (specify) b) At December 31, 2008, the Company has a contingent liability of SR __________ (2007: SR _________) in respect of bank guarantees issued by the Company’s bank in respect of bid bonds, contracts advance payments and performance bonds. [Disclose other contingent liabilities.] 37
  • 40. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 28. RELATED PARTY TRANSACTIONS AND BALANCES [Follow guidance of related party definition from SOCPA standards for identification of related party] a) Related party transactions mainly represent purchases and sales of goods and services which are undertaken at mutually agreed terms and approved by management from the following entities: Name of entity Relationship b) Disclose material transactions with individual related party other than purchase and sales if it is necessary to understand the effort of the related party transaction on the enterprises financial statements. Related party transactions for the year ended December 31 and balances arising-there from are described as under: Nature of Amount of transaction Closing balance Transactions with transaction during the year Receivable/(Payable) 2008 2007 2008 2007 [Specify affiliate, Sale of products partner, other Purchase of goods related party] Management fees Others (specify) 38
  • 41. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 29. OPERATING LEASES [Disclosure as lessee - modify as appropriate] a) The Company has various operating leases for office space, warehouse, retail outlets, employees' accommodations [Disclose as appropriate]. The leases are for initial period for one year to _____ years with options to renew the leases after lease periods. Lease payments are either fixed or increase annually to reflect market rentals. Rental expenses for the year ended December 31, 2008 amounted to SR ___ (2008: SR ___). b) At December 31, the Company’s obligations under non-cancellable operating leases are payable as follow: 2008 2007 Within one year Between two and five years More than five years Total ============ ============ [Disclosure as lessor (modify as appropriate)] a) The Company has rented certain properties to third parties under operating lease arrangement. [Disclose as appropriate]. The leases are for initial period for one year to _____ years with options to renew the leases after lease periods. Lease payments are either fixed or increase annually to reflect market rentals. The cost and book value of the leased assets at December 31, 2008 amounted to SR __________ (2008: SR ______) and SR _______ (2008: SR ____________) respectively. 39
  • 42. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 29. OPERATING LEASES (continued) b) At December 31, the minimum lease payments for non-cancellable leases are as follow: 2008 2007 2009 2010 2011 2012 2013 and thereafter Total ============ ============ 30. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Financial instruments carried on the balance sheet include cash and cash equivalents, trade and other accounts receivable, investments, short-term borrowings, accounts payable, other liabilities, and long-term debt. Credit risk is the risk that one party will fail to discharge an obligation and will cause the other party to incur a financial loss. The Company has no significant concentration of credit risks. Cash and cash equivalents are placed with national and international banks with sound credit ratings. Trade and other accounts receivable are mainly due from local customers and related parties and are stated at their estimated realizable values. Fair value and cash flow interest rate risks are the exposures to various risks associated with the effect of fluctuations in the prevailing interest rates on the Company's financial position and cash flows. The Company’s interest rate risk arise mainly from short term bank deposits and bank debts and long term debts, which are at floating rates of interest. All deposits and debts are subject to re-pricing on a regular basis. Management monitors the changes in interest rates and believes that the fair value and cash flow interest rate risks to the Company are not significant. 40
  • 43. XYZ COMPANY (A Limited Liability Company) NOTES TO ILLUSTRATIVE FINANCIAL STATEMENTS December 31, 2008 Expressed in thousands of Saudi Arabian Riyal 30. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from the inability to sell a financial asset quickly at an amount close to its fair value. Liquidity risk is managed by monitoring on a regular basis that sufficient funds are available to meet the Company's future commitments. Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company's transactions are principally in Saudi riyal and United States dollar. Other transactions in foreign currencies are not material. Currency risk is managed on regular basis. Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm's length transaction. As the accompanying financial statements are prepared under the historical cost method, except for the revaluation of the available-for-sale and trade securities at fair value through equity, differences may arise between the book values and the fair value estimates. Management believes that the fair values of the Company's financial assets and liabilities are not materially different from their carrying values. 41