MKT 5.1 MKT 5.1 Application
MKT 5.1.1 MKT 5.1.1
This section applies to every
Reporting Entityother than that of a Listed Fundor an ATS Traded Fund, except where a narrower application is provided in respect of any particular class of Security.
MKT 5.1.1 Guidance
Chapter 6 contains the requirements relating to accounting periods and financial reporting in respect of
Financial reporting standards
MKT 5.1.2(1) A
Reporting Entitymust prepare financial statements for each financial year of the Reporting Entity.(2) A Reporting Entitymust prepare and maintain all financial statements in accordance with the International Financial Reporting Standards (IFRS) or other financial reporting standards acceptable to the DFSA.
MKT 5.1.3(1) A
Reporting Entitymust not change its accounting reference date as specified in its most recent Prospectusunless it has obtained the prior approval of the DFSAin accordance with the requirements in (2).(2) A Reporting Entitythat proposes to change its accounting reference date must:(a) notify the DFSAof its proposal at least 28 business days prior to making such a change; and(b) obtain the DFSA'sprior approval for the proposed change.
Annual Financial Report
MKT 5.1.4 MKT 5.1.4(1) The annual financial report which is required to be produced by a
Reporting Entitypursuant to Article 44 of the Law must include the information specified in (2).(2) In respect of the financial year to which the annual financial report relates, it must contain:(a) financial statements audited in accordance with Rule 5.1.5;(b) a review of the operations during the year and the results of those operations;(c) details of any significant changes in the Reporting Entity'sstate of affairs during the financial year;(d) details relating to the Reporting Entity'sprincipal activities during the year and any significant changes in the nature of those activities during the year;(e) details of any matter or circumstance that has arisen since the end of the year that has significantly affected or may significantly affect:(i) the Reporting Entity'soperations in future financial years and the results of those operations; or(ii) the Reporting Entity'sstate of affairs in future financial years; and(f) likely developments in the Reporting Entity'soperations in future financial years and the expected results of those operations;(g) a statement of auditors required under Article 46(2) of the Law;(h) a statement by Directors whether or not, in their opinion, the business of the Reporting Entityis a going concern, with supporting assumptions or qualifications as necessary; and(i) details relating to the identity and holdings of any Connected Personof the Reporting Entity.
MKT 5.1.4 Guidance
With regard to the opinion required under the obligation in Rule 5.1.4(2)(h), the
DFSArecognises that while the financial statements will be prepared by Personsother than the Directors, the Boardhas overall responsibilities to ensure the integrity and independence of the financial reporting process.
MKT 5.1.5 MKT 5.1.5
The annual financial report of a
Reporting Entitythat is not a Public Listed Companymust be audited by an independent, competent and qualified auditor in accordance with the International Standards on Auditingas issued by the International Auditing and Assurance Standards Board ("IAASB") or other standards acceptable to the DFSA.
MKT 5.1.5 Guidance1. MKT Rule 5.1.5 applies to a
Reporting Entitythat is not a Public Listed Company.2. A Public Listed Companyis required under Article 99 of the Regulatory Law to appoint an auditor that is a Registered Auditor(see MKT 5.2). Under MKT Rule 5.2.7 a Public Listed Companymust require its Registered Auditorto conduct an audit of its financial statements in accordance with the requirements of the relevant standards published by the International Auditing and Assurance Standards Board (IAASB) in respect of its financial business or other standards acceptable to the DFSAand produce audit reports as specified in AUD.[Added] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]
MKT 5.1.6 MKT 5.1.6
The annual financial report must be signed by at least two
Directorsof the Reporting Entity.
MKT 5.1.6 Guidance
DFSAexpects a Reporting Entityto make, within its annual financial report, appropriate levels of disclosure for different types of Securities. Accordingly, the disclosure made for an Issuerof Shareswould be significantly more extensive than the disclosure made in respect of an Issuerof Debentures.
Semi-Annual Financial Report
MKT 5.1.7(1) Pursuant to Article 45(1)(a) of the Law, a
Reporting Entityin respect of Shares, or Warrantsor Certificatesover Sharesmust, in addition to the annual financial report, prepare and file a semi-annual financial report which meets the requirements in (2) and (3).(2) A Reporting Entitymust:(a) prepare such report:(i) for the first six months of each financial year or period; and if there is a change to the accounting reference date, prepare such report in respect of the period up to the old accounting reference date; and(ii) in accordance with the applicable IFR standards or other standards acceptable to the DFSA;(b) if the financial statements have either been audited or reviewed by auditors, include in the report statements to that effect; and(c) ensure that that the report includes:(i) an indication of important events that have occurred during the first six months of the financial year, and their impact on the financial statements;(ii) a description of the principal risks and uncertainties for the remaining six months of the financial year; and(iii) a condensed set of financial statements, an interim management report and associated responsibility statements.(3) A semi-annual financial report must be signed by at least two Directorsof the Reporting Entity.
MKT 5.1.8(1) A
Reporting Entitywhere it is required by the Law and the Rulesto prepare the following financial reports must disclose to the market, in accordance with Rule 4.7.1:(a) its annual financial report;(b) its semi-annual financial report; and(c) its preliminary financial results.(2) A Reporting Entitymust make the market disclosure required in (1) within the following time periods:(a) in relation to its annual financial report, as soon as possible after the financial statements have been approved, but no later than 120 days after the end of the financial period;(b) in relation to its semi-annual financial report, as soon as possible and in any event no later than 60 days after the end of the period to which the report relates; and(c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the Board.(3) A Reporting Entitymust, where there is a change to its accounting reference date, disclose to the market in accordance with Rule 4.7.1:(a) the change to its accounting reference date as soon as possible; and(b) if it is a Reporting Entityin relation to Shares, a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.