Please use this identifier to cite or link to this item: http://hdl.handle.net/11527/17610
Title: Hisse Senetlerinin Halka Arz Edilmesi Ve Halka Arz Öncesi Denetim
Authors: Bolak, Mehmet
Özer, Hüseyin Devrim
72138
İktisat
Economics
Keywords: Ekonomi
Borsa
Denetim
Finansal tablolar
Halka açılma
Hisse senetleri
Sermaye piyasası
Economics
Stock exchange
Control
Financial statements
Public offering
Stocks
Capital market
Issue Date: 1998
Publisher: Sosyal Bilimler Enstitüsü
Institute of Social Sciences
Abstract: Sermaye piyasasının son dönemlerdeki gelişimi ve hisse senetlerini halka arz eden şirketlerin sayısındaki artış "Halka Arz" kavramını güncel hale getirmiştir. Ekonomik göstergelerdeki olumsuz işaretlere rağmen şirketler hissse senetlerini halka arz etmeye devam etmektedirler. Şirketlerin artan orandaki kaynak ihtiyaçları bu süreci hızlandırmaktadır. Şirketlerin halka açılması sırsında Sermaye Piyasası Mevzuatı çerçevesinde belirli bir prosedür izlenmesi gerekmektedir. Halka arz işlemi aracı kurumlar tarafından gerçekleştirilmektedir. Hisse senetleri halka arz edilecek işletmeler ile aracı kurumlar arasında halka arz türüne göre bir sözleşme yapılmaktadır. Halka arz edilecek hisse senetleri tertipleri, grupları, nominal sermayeye oranları ve devir ve tedavüllerindeki kıstlar gibi bir dizi özellikle değerlendirilmektedir. Kuruluş aşamasında veya kuruluştan sonra hisse senetlerini halka arz edecek işletmeler Sermaye Piyasası Kurulu'na yapacakları başvurudan önce Sermaye Piyasası Kanunu ve tebliğllerinde yer alan şartları yerine getirmelidir. İzahname ve sirküler hazırlanması ve özet denetim raporunun yayımlanması ile halka arz işlemleri tamamlanmaktadır. Halka arz öncesi, hisse senetleri halka arz edilen şirketler bağımsız denetim şirketleri tarafından denetlenmektedirler. Genel kabul görmüş muhasebe ve denetim standartlarına göre şirketlerin mali tablolarının denetlenmesinden sonra, denetim raporu hazırlanmaktadır. Denetim sırasında işletmelerin mali tablolarının doğru ve mevzuata uygun olarak hazırlanıp-hazırlanmadığının kontrolü "Kamuyu Aydınlatma İlkesi" gereğidir. Bu çerçevede işletmelerin halka arz aşamasında, Bilanço ve Gelir Tablosu kalemlerinin özellilk arz eden unsurlarının çeşitli denetim teknik ve yöntemleri ile denetlenmesi önem arz etmektedir.
Capital Market where long term funds and supplies meets, serves many important functions in economy and to companies. It plays a key role especially for developing countries. One of the most important function of the capital market is to support economic development by creating financial recourses. The other one is that public offering in capital market converts short-term funds into long-term funds. Moreover it is a reliable indicator of general economic situation. By public offering, companies can raise their capital or funds without having high costs. Additionally it helps companies to become well-known by public and foreign investors. Consequently, companies can invest more and grow rapidly with the help of the funds obtained from public offering. To accelerate the development in capital market, number of companies which is in capital market and rate of stocks in circulation should increase rapidly. For this development, legal support and a cultural adaptation of public to capital market is needed in the long run. The increase in the amount of dividend paid to shareholders will encourage people to the capital market. Number of sectors represented in the capital market should be increased. (Like tourism, energy production etc.) Capital market institutions consist of Capital Market Board, financial intermediaries, investment companies, investment funds and other institutions operating in the capital markets. Principle of Informing Public in capital market is to present all the information which are needed by investors, and to protect investors by preventing unfair competition. Capital market tools are defined in Capital Market Law. (Clause:3) Stocks, bonds and securities are most commonly used capital market tools. VIII Stocks are valuable papers issued by companies favorable to legal forms defined in the related legislation's and represent capital share of companies. Securities are a kind of bill of debt which have the same denominational values and formulations. Securities are issued by companies in order to find loan. Capital market background in Turkey dates to Galata Bankers. Galata bankers are the pioneers of the capital market in Turkey. The main development occured in Turkish Capital Market in last 15-20 years. Establishment of Capital Market Board and İstanbul Stock Exchange Market and the regulations made in legislation has accelerated the development of capital market. Public offering is a written or spoken announcement made to the public in order to buy the company's stocks. On the other hand, issuing stocks which is a similar concept with public offering, shows the activity of selling of the stocks in the capital market. Stocks of incorporations, limited partnerships and the institutions which have been established by private legislation's can be issued to capital market. Characteristics of stocks to be issued are determined by the regulations of the Capital Market Law and related legislation's. These characteristics are about their classifications, groups, privileges, ratios to normal capital and restrictions of their circulation in the market. Stocks may be issued either at establishment stage or after establishment. Issuing after the establishment of incorporations could be in two different ways. First one is selling the existing stocks to capital market and the second one is issuing new stocks by increasing capital. The necessary information and documents differ according to type of issuing stocks. Issuing and selling stocks are done by financial intermediaries. Preparation of letter of authorization, explanation and all selling operations are made by financial intermediaries. An agreement is made with financial intermediary before issuing and selling stocks to capital market. There are many different types of agreements done by financial intermediaries. General letter of authorization, explanation and information about partnership, characteristics of stocks to be issued, address of of financial intermediaries and the services supplied to customers are informed to public. IX Stocks issued had to be quotated to stock exchange market in order to be able to transacted. Quotation conditions have been regulated in the İstanbul Stock Exchange Market Quotation Regulation. Capital Market Board has been applied with a petition by the financial intermediary or incorporation that stocks will be sold in the stock market for the quotation. Detailed information which is requested by the Capital Market Board should be attached to petition. Auditing types can be generally classified in six groups. These are internal auditing, independent external auditing, legal auditing, tax auditing, operational auditing, conformity auditing. Independent external auditing is auditing of financial statements made in accordance with Capital Market Legislation and generally accepted accounting principles, basis and standards of auditing. Independent external auditing can be classified in three groups as restricted external auditing, perpetual external auditing and special external auditing. Special external auditing is made for companies which will issue their shares to the stock market. Independent auditing is beneficial for companies, investors and tax authorities. It helps to companies preparing their financial statements according to generally accepted accounting principles. It helps to investors to act properly while investing their money in different financial instruments and helps to tax authorities by providing audited financial statements. Balance Sheet and Income Statement are the most important financial statements regarding the auditors' functions. Balance Sheet is a financial statement that shows the assets, liabilities and the shareholders' equity at the specific date. Income statement shows the net profit or net loss for the period concerned that is generated from the total revenues and expenses during the same period. For the Cost of Sales section of the income statement a separate statement is prepared to show the stock movements and the goods sold, raw materials and supplies, trade goods and cost of services sold of an enterprise in a period. Statement of funds flow however states sources generated in order to finance the operations of the company and use of such funds. Statement of Cash Flow shows the amount of cash provided or used by an enterprise during a period from activities. Profit distribution table shows how enterprises distribute its profits. Statement of the changes in the shareholders equity is the statement which shows increases and decreases in the equity during the relevant period as a whole. The financial statements mentioned above are prepared by the company in accordance with the Generally Accepted Accounting Principles (GAAP) and Generally Accepted Auditing Standards. Generally Accepted Accounting Principles and Auditing Standards comprises of standard types of financial statements, valuation principles and basic accounting concepts. Generally Accepted Auditing Principles on the other hand includes the general standards, working place standards, and reporting standards. There are different auditing techniques and methods available. Auditing methods are physical auditing, permanent auditing, sampling, auditing for the previous and the next periods. Auditing techniques are as follows; examining documents, re-investigation /reexamination of registration system, recalculation, physical examination, verification, comparison »observation and investigation. Fundamentally auditing aims at examination of items in the income statement and balance sheet that are regarded as basic financial statements. During the examinations, components and procedures that should be especially taken into consideration are as follows ; - Recording the depreciation expenses of the fixed assets planning to be capitalized, - Stating the revenue from participation shares in the financial statements, - revaluation fund, - Seasonal operations, - Provision for taxes, - Discount and exeptions in calculating the provision for taxes, - Valuation of fixed assets, receivables and payables, - Recording cost of expenses occurring after the capitalization of tangible fixed assets, - Incentives and subventions, issues that arisen after the balance sheet date. XI In auditing the Balance Sheet and Income Statement items, control of whether these are recorded and calculated correctly is very important. There are some principles that should be rewieved and assessed while preparing the final report as a result of the audit. These are in accordance with the generally accepted accounting principles and in conformity with the laws, full explanation principle and consistency principles. The content of the auditors' report comprises of the summary of audit report, identification of the financial statements that have been audited and explanatory notes to financial statements. After the report signed in the name of the audit firm and the personal name of the certified public accountant, the report will be sended to the Capital Market Board with a written application in order to be issued. The report is issued together with the explanatory notes
Description: Tez (Yüksek Lisans) -- İstanbul Teknik Üniversitesi, Sosyal Bilimler Enstitüsü, 1998
Thesis (M.A.) -- İstanbul Technical University, Institute of Social Sciences, 1998
URI: http://hdl.handle.net/11527/17610
Appears in Collections:İktisat Lisansüstü Programı - Yüksek Lisans

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