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Monday, May 24, 2004

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Please show me the dotted line

WHERE exactly are the directors required to sign the accounts — at the end of P&L A/c or balance sheet or after the notes and schedules?

Anand Kumar, Bangalore

Since the schedules and notes supplement the accounts, it is but logical that they too are signed.

In the annual reports of well-managed companies, the P&L account, balance sheet, notes to accounts, schedule to accounts, and so on, are all individually signed with a specific reference being made as to the name of the document signed.

Thus, while the schedules may not be individually signed, it is common to find clear reference like `Signatures to schedule 1 to 19'.

So, documents must not only be signed but must be seen to be signed.

Listing worry

WHAT is the limit up to which the promoters can acquire additional shares in excess of their current 75 per cent holdings and keep the listing status intact?

Muralimanohar, e-mail

When shares in excess of 75 per cent are acquired, the exemption from open offer, that is the creeping acquisition exemption is no longer available. Such an open public offer has an inherent danger — public shareholding touching 10 per cent or less, resulting in a company being delisted.

This is something beyond the control of the promoters because what they have to offer to buy is at least 20 per cent of the share capital of the company.

If this offer is accepted, the public shareholding could well touch 5 per cent.

What the promoter cannot limit is further acquisition so as to keep listing status of the company intact. Indeed, this is a real catch-22 situation.

One can only hope that the public response is tepid so as to sustain the listing status.

Incidentally, SEBI is seriously mulling a proposal to increase the minimum public-holding requirement from the extant 10 per cent figure for begetting the listing status.

(ASK! Send in your queries on accounting, auditing, corporate law and taxation to ask@thehindu.co.in)

S. Murlidharan

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