PART VI | Accounting records and systems of control |
| 199.—(1) Every company and the directors and managers thereof shall cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance-sheets and any documents required to be attached thereto to be prepared from time to time, and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited. [40/89] | (2) The company shall retain the records referred to in subsection (1) for 7 years after the completion of the transactions or operations to which they respectively relate. |
(2A) Every public company and every subsidiary of a public company shall devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that —| (a) | assets are safeguarded against loss from unauthorised use or disposition; and | | (b) | transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance-sheets and to maintain accountability of assets. [40/89] |
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| (3) The records referred to in subsection (1) shall be kept at the registered office of the company or at such other place as the directors think fit and shall at all times be open to inspection by the directors. |
| (4) If accounting and other records are kept by the company at a place outside Singapore there shall be sent to and kept at a place in Singapore and be at all times open to inspection by the directors such statements and returns with respect to the business dealt with in the records so kept as will enable to be prepared true and fair profit and loss accounts and balance-sheets and any documents required to be attached thereto. |
| (5) The Court may in any particular case order that the accounting and other records of a company be open to inspection by a public accountant acting for a director, but only upon an undertaking in writing given to the Court that information acquired by the public accountant during his inspection shall not be disclosed by him except to that director. [5/2004] |
| (6) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 3 months and also to a default penalty. [15/84] [UK, 1948, s. 147; Aust., 1961, s. 161A] |
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| As to accounting periods of companies within the same group |
200.—(1) Subject to subsections (11) and (12), the directors of every holding company that is not a foreign company shall take such steps as are necessary to ensure that —| (a) | within 2 years after 29th December 1967, the financial years of each of its subsidiaries coincide with the financial year of the holding company; and | | (b) | within 2 years after any corporation becomes a subsidiary of the holding company, the financial year of that corporation coincides with the financial year of the holding company. [S 258/67] |
| (2) Where the financial year of a holding company that is not a foreign company and that of each of its subsidiaries coincide, the directors of the holding company shall at all times take such steps as are necessary to ensure that, without the consent of the Registrar, the financial year of the holding company or any of its subsidiaries is not altered so that all such financial years do not coincide. |
(2A) Notwithstanding subsection (1) or (2), the financial year of a subsidiary which is a foreign company shall end on a date which is —| (a) | not later than the financial year of its holding company; and | | (b) | not earlier than 2 months before the end of the financial year of its holding company, or such other earlier date as the Registrar may, on an application in writing by the directors of the holding company, approve. [36/2000] |
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| (3) Where the directors of the holding company are of the opinion that there is good reason why the financial year of any of its subsidiaries should not coincide with the financial year of the holding company, the directors may apply in writing to the Registrar for an order authorising any subsidiary to continue to have or to adopt (as the case requires) a financial year which does not coincide with that of the holding company. |
| (4) The application shall be supported by a statement by the directors of the holding company of their reasons for seeking the order. |
| (5) The Registrar may require the directors who make an application under this section to supply such information relating to the operation of the holding company and of any corporation that is deemed by virtue of section 6 to be related to the holding company as he thinks necessary for the purpose of determining the application. |
| (6) The Registrar may at the expense of the holding company of which the applicants are directors request any public accountant to investigate and report on the application. [5/2004] |
| (7) The Registrar may rely upon any report obtained pursuant to subsection (6) from the public accountant. [5/2004] |
| (8) The Registrar may make an order granting or refusing the application or granting the application subject to such limitations, terms or conditions as he thinks fit and shall serve the order on the holding company. |
| (9) Where the applicants are aggrieved by any order made by the Registrar, the applicants may within 2 months after the service of the order upon the holding company appeal against the order to the Minister. |
| (10) The Minister shall determine the appeal and in determining the appeal may make any order that the Registrar had power to make on the original application and may exercise any of the powers that the Registrar might have exercised in relation to the original application. |
| (11) Where the directors of a holding company have applied to the Registrar for an order authorising any subsidiary to continue to have a financial year which does not coincide with that of the holding company, the operation of subsection (1) shall be suspended in relation to that subsidiary until the determination of the application and of any appeal arising out of the application. |
| (12) Where an order is made authorising any subsidiary to have a financial year which does not coincide with that of the holding company, compliance with the terms of the order of the Registrar, or where there has been an appeal, compliance with the terms of any order made on the determination of the appeal shall be deemed to be a compliance with subsection (1) in relation to that subsidiary but where an application for such an order and the appeal, if any, arising out of that application are refused, the time within which the directors of the holding company are required to comply with subsection (1) in relation to that subsidiary shall be deemed to be the period of 12 months after the date upon which the order of the Registrar is served on the holding company or the period of 12 months after the determination of the appeal, as the case may be. |
| (13) Where the directors of a holding company have applied to the Registrar for an order authorising any of its subsidiaries to continue to have or to adopt a financial year which does not coincide with that of the holding company and the application and the appeal, if any, arising out of that application, have been refused, the directors of the holding company shall not make a similar application with respect to that subsidiary within 3 years after the refusal of the application or where there is an appeal after the determination of that appeal unless the Registrar is satisfied that there has been a substantial change in the relevant facts or circumstances since the refusal of the former application or the determination of the appeal, as the case may be. [Aust., 1961, s. 161B] |
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200A.—(1) There shall be established a body (referred to in this section as the Accounting Standards Committee) which shall be responsible for —| (a) | prescribing by way of regulations and with the Minister’s approval, statements of standard accounting practice applicable to companies to be referred to as the Accounting Standards; and | | (b) | carrying out such duties as the Minister may prescribe from time to time. [12/2002] |
| (2) The Accounting Standards Committee shall consist of such persons as the Minister may appoint and may be known by such other name as the Minister may determine. [12/2002] |
| (3) The Accounting Standards Committee may from time to time issue practice directions on the interpretation of the Accounting Standards and on matters relating to them and their use in Singapore. [12/2002] |
| (4) Regulations made under this section may contain such transitional and other supplementary and incidental provisions as appear to the Accounting Standards Committee to be appropriate. [12/2002] |
| (5) The Minister may, from time to time, give such directions to the Accounting Standards Committee as he considers fit on any matter within the purview of the Committee, and the Committee shall comply with such direction. [12/2002] |
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| Accounts, consolidated accounts and directors’ report |
201.—(1) The directors of every company shall, at a date not later than 18 months after the incorporation of the company and subsequently at least once in every calendar year at intervals of not more than 15 months, lay before the company at its annual general meeting a profit and loss account for the period since the preceding account (or in the case of the first account, since the incorporation of the company) made up to a date —| (a) | in the case of a public company listed or quoted on a securities exchange in Singapore, not more than 43months before the date of the meeting;| 3 The Minister has specified the period of “4 months” in substitution of the period of “5 months” referred to in section 201(1)(a) (S 684/2002 — 1st January 2003). |
| | (b) | in the case of any other company, not more than 6 months before the date of the meeting. [36/2000; 42/2001; S684/2002] |
| (1A) Subject to subsections (14) to (14C), the profit and loss account referred to in subsection (1) shall comply with the requirements of the Accounting Standards, and give a true and fair view of the profit and loss of the company for the period of accounting as shown in the accounting and other records of the company. [36/2000; 12/2002] |
| (1B) The Minister may, by order published in the Gazette, specify such other period in substitution of the period referred to in subsection (1)(a) or (b). [36/2000] |
| (2) Notwithstanding subsection (1), the Registrar on application by the company, if for any special reason he thinks fit to do so, may extend the periods of 18 months and 15 months referred to in that subsection and with respect to any year extend the period referred to in subsection (1)(a) or (b), notwithstanding that that period is so extended beyond the calendar year. [36/2000] |
| (3) Subject to subsections (14) to (14C), the directors of every company shall cause to be made out, and to be laid before the company at its annual general meeting with the profit and loss account required by subsection (1) a balance-sheet as at the date to which the profit and loss account is made up being a balance-sheet that complies with the requirements of the Accounting Standards, and gives a true and fair view of the state of affairs of the company as at the end of the period to which it relates. [13/87; 12/2002] |
(3A) Subject to subsections (14) to (14C), the directors of a company that is a holding company at the end of its financial year need not comply with subsections (1) and (3) but must cause to be made out and laid before the company at its annual general meeting —| (a) | consolidated accounts dealing with the profit or loss and the state of affairs of the company and its subsidiaries for the period beginning from the date the preceding accounts were made up to (or, in the case of first accounts, since the incorporation of the company) and ending on a date —| (i) | in a case where the holding company is a public company listed or quoted on a stock exchange in Singapore, not more than 4 months before the date of the meeting; or | | (ii) | in any other case, not more than 6 months before the date of the meeting; and |
| | (b) | a balance-sheet dealing with the state of affairs of the holding company at the end of its financial year, |
| each of which complies with the requirements of the Accounting Standards and gives a true and fair view of the matters referred to in paragraph (a) or (b), as the case may be, so far as it concerns members of the holding company. |
[12/2002; S213/2003] |
| (3B) Subsections (1B) and (2) shall, with the necessary modifications, apply to the periods referred to in subsection (3A)(a)(i) and (ii) as they apply to the periods referred to in subsection (1)(a) and (b). [12/2002] |
| (3BA) Subsection (3A) does not apply to any company in relation to which consolidated accounts are not required under the Accounting Standards, and, for the avoidance of doubt, subsections (1) and (3) shall apply to that company. [5/2004] |
(3C) The directors shall (before the profit and loss account and balance-sheet referred to in subsections (1), (3) and (3A)(b) are made out) take reasonable steps —| (a) | to ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts; | | (b) | to ascertain whether any current assets (other than current assets to which paragraph (a) applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the company and, if so, to cause —| (i) | those assets to be written down to an amount which they might be expected so to realise; or | | (ii) | adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realise; and |
| | (c) | to ascertain whether any non-current asset is shown in the books of the company at an amount which, having regard to its value to the company as a going concern, exceeds the amount which would be recoverable over its useful life or on its disposal and (unless adequate provision for writing down that asset is made) to cause to be included in the accounts such information and explanations as will prevent the accounts from being misleading by reason of the overstatement of the amount of that asset. [13/87; 12/2002] |
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| (4) The accounts referred to in subsection (4B) shall be duly audited before they are laid before the company at its annual general meeting as required by this section, and the auditor’s report required by section 207 shall be attached to or endorsed upon those accounts. [5/2004] |
| (4A) The directors of the company shall take reasonable steps to ensure that the accounts referred to in subsection (4B) are audited as required by this Part not less than 14 days before the annual general meeting of the company and shall cause to be attached to those accounts the auditor’s report that is furnished to the directors under section 207(1A). [5/2004] |
(4B) In subsections (4) and (4A), “accounts”, in relation to a company, means —| (a) | if the company is not one to which subsection (3A) applies, the profit and loss account and balance-sheet of the company required to be laid before the company at its annual general meeting under subsections (1) and (3); or | | (b) | if the company is one to which subsection (3A) applies, the consolidated accounts of the company and its subsidiaries, and the balance-sheet of the company required to be laid before the company at its annual general meeting under subsection (3A). [5/2004] |
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| (5) The directors of a company shall cause to be attached to every balance-sheet made out under subsection (3) or (3A)(b) a report made in accordance with a resolution of the directors and signed by not less than 2 of the directors with respect to the profit or loss of the company for the financial year and the state of the company’s affairs as at the end of the financial year. [62/70; 49/73; 13/87; 12/2002] |
(6) The report to which subsection (5) relates shall state with appropriate details —| (a) | the names of the directors in office at the date of the report; | | (b) | to (e) (Deleted by Act 12 of 2002) | | (f) | whether at the end of that financial year, there subsist arrangements to which the company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the company was a party, and if so the report shall contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements; and | | (g) | as respects each person who, at the end of the financial year, was a director of the company, whether or not (according to the register kept by the company for the purposes of section 164 relating to the obligation of a director of a company to notify it of his interests in shares in, or debentures of, the company and of every other body corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding company) he was, at the end of that year, interested in shares in, or debentures of, the company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested and whether or not, according to that register, he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of that year or, as the case may be, when he became a director. | | (h) | to (q) (Deleted by Act 12 of 2002) [62/70; 12/2002] |
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(6A) The directors of a holding company shall cause to be attached to all consolidated accounts made out under subsection (3A), a report made, in accordance with a resolution of the directors, and signed by not less than 2 of them with respect to the profit or loss, and the state of affairs, of the group of companies of the holding company as at the end of the financial year of the holding company, stating —| (a) | the names of the directors of the holding company in office at the date of the report; | | (b) | to (f) (Deleted by Act 12 of 2002) | | (g) | whether at the end of that financial year, there subsist arrangements to which the holding company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the holding company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the holding company was a party, and if so the report shall contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the holding company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements; and | | (h) | as respects each person who, at the end of the financial year, was a director of the holding company, whether or not (according to the register kept by the company for the purposes of section 164 relating to the obligation of a director of a company to notify it of his interests in shares in, or debentures of, the company and of every other body corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding company) he was, at the end of that year, interested in shares in, or debentures of, the holding company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested and whether or not, according to that register, he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the holding company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of that year or, as the case may be, when he became a director. | | (i) | to (r) (Deleted by Act 12 of 2002) [13/87; 12/2002] |
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| (7) The reports referred to in subsections (5) and (6A) shall also contain such additional information as the Minister may prescribe, being information which the Minister considers necessary to facilitate an understanding by members of the company or holding company, as the case may be, of the business of the company or group of companies of the holding company, as the case may be. [5/2004] |
| (7A) For the avoidance of doubt, the additional information referred to in subsection (7) need not relate to the profit or loss or the state of affairs of the company or group of companies of the holding company referred to in subsection (5) or (6A). [5/2004] |
| (8) The directors of a company shall state in the report whether since the end of the previous financial year a director of the company has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors shown in the accounts or, if the company is a holding company, the consolidated accounts in accordance with the Accounting Standards or the fixed salary of a full-time employee of the company) by reason of a contract made by the company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest and, if so, the general nature of the benefit. [62/70; 13/87; 12/2002] |
| (9) Every statement, report or other document relating to the affairs of a company or any of its subsidiaries attached to, or included with, a report of the directors laid before the company at its general meeting or sent to the members under section 203 (not being a statement, report or document required by this Act to be laid before the company in general meeting) shall, for the purposes of section 401 be deemed to be part of that last-mentioned report. [62/70] |
| (10) Where at the end of a financial year a company is the subsidiary of another corporation, the directors of the company shall state in, or in a note as a statement annexed to, the company accounts laid before the company at its annual general meeting the name of the corporation which is its ultimate holding company. [62/70; 15/84; 13/87] |
(11) Where any option has been granted by a company, other than a holding company for which consolidated accounts are required during the period covered by the profit and loss account to take up unissued shares of a company, the report required by subsection (5) shall state —| (a) | [Act 22 of 1993] | | (b) | the number and class of shares in respect of which the option has been granted; | | (c) | the date of expiration of the option; | | (d) | the basis upon which the option may be exercised; and | | (e) | whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company. [13/87; 22/93] |
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| (11A) Where any of the particulars required by subsection (11) have been stated in a previous report, they may be stated by reference to that report. [13/87] |
| (11B) Where a holding company or any of its subsidiaries has at any time granted to a person an option to have shares issued to him in the company or subsidiary, the directors of the holding company shall state in the report made under subsection (6A) the name of the corporation in respect of the shares in which the option was granted and the other particulars required under subsections (11) and (12). [13/87] |
(12) Each report required by subsections (5) and (6A) shall specify —| (a) | particulars of shares issued during the period to which the report relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period; and | | (b) | the number and class of unissued shares of the company under option as at the end of that period, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights, if any, of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company. [49/73] |
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| (14) The accounts or consolidated accounts of a company need not comply with any requirement of the Accounting Standards for the purposes of subsection (1), (3) or (3A), if the company has obtained the approval of the Registrar to such non-compliance. [12/2002] |
| (14A) Where accounts or consolidated accounts prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1), (3) or (3A) would not give a true and fair view of any matter required by this section to be dealt with in the accounts or consolidated accounts, the accounts or consolidated accounts need not comply with that requirement to the extent that this is necessary for them to give a true and fair view of the matter. [12/2002] |
(14B) In the event of any non-compliance with a requirement of the Accounting Standards referred to in subsection (14A), there shall be included in the accounts or consolidated accounts, as the case may be —| (a) | a statement by the auditor of the company that he agrees that such non-compliance is necessary for the accounts or consolidated accounts, as the case may be, to give a true and fair view of the matter concerned; | | (b) | particulars of the departure, the reason therefor and its effect, if any; and | | (c) | such further information and explanations as will give a true and fair view of that matter. [12/2002] |
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| (14C) The Minister may, by order published in the Gazette, in respect of companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section and sections 207 and 209A shall apply accordingly in respect of such companies. [12/2002] |
(15) Every balance-sheet and profit and loss account laid before a company in general meeting (including any consolidated balance-sheet and consolidated profit and loss account annexed to the balance-sheet of a holding company) shall be accompanied, before the auditor reports on the accounts under this Part, by a statement signed on behalf of the directors by 2 directors of the company, stating whether in their opinion —| (a) | the profit and loss account and, where applicable, the consolidated profit and loss account, is or are drawn up so as to give a true and fair view of the results of the business of the company and, if applicable, of all the companies the accounts of which are dealt with in the consolidated profit and loss account for the period covered by the account or accounts; | | (b) | the balance-sheet and, where applicable, the consolidated balance-sheet, is or are drawn up so as to exhibit a true and fair view of the state of affairs of the company and, if applicable, of all the companies the affairs of which are dealt with in the consolidated balance-sheet as at the end of that period; and | | (c) | at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due. [12/2002] |
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(17) Any document (other than a balance-sheet prepared in accordance with this Act) or advertisement published, issued or circulated by or on behalf of a company (other than a banking corporation) shall not contain any direct or indirect representation that the company has any reserve unless the representation is accompanied —| (a) | if the reserve is invested outside the business of the company — by a statement showing the manner in which and the security upon which it is invested; or | | (b) | if the reserve is being used in the business of the company — by a statement to the effect that the reserve is being so used. |
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(18) To the extent that any company registered under the Insurance Act (Cap. 142) is required to prepare balance-sheets, revenue accounts and profit and loss accounts in the form prescribed by that Act, the company shall be deemed to have complied with the requirements of this section (other than subsections (1) to (3C)) if its —| (a) | balance-sheet; and | | (b) | profit and loss account or (if it is a holding company) consolidated accounts, |
| are prepared in accordance with that Act. |
[12/2002] |
| (19) The provisions of this Act relating to the form and content of the report of the directors and the annual balance-sheet and profit and loss account shall apply to a banking corporation with such modifications and exceptions as are determined either generally or in any particular case by the Monetary Authority of Singapore established under section 3 of the Monetary Authority of Singapore Act (Cap. 186). |
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| Consolidated accounts not to be issued, etc., until receipt of accounts of subsidiaries |
| 201B.—(1) Every listed company shall have an audit committee. [5/2004] (2) An audit committee shall be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and shall be composed of 3 or more members of whom a majority shall not be —| (a) | executive directors of the company or any related corporation; | | (b) | a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the company or of any related corporation; or | | (c) | any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee. [5/2004] |
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| (3) The members of an audit committee shall elect a chairman from among their number who is not an executive director or employee of the company or any related corporation. |
| (4) If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the board of directors shall, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members. |
(5) The functions of an audit committee shall be —| (a) | to review —| (i) | with the auditor, the audit plan; | | (ii) | with the auditor, his evaluation of the system of internal accounting controls; | | (iii) | with the auditor, his audit report; | | (iv) | the assistance given by the company’s officers to the auditor; | | (v) | the scope and results of the internal audit procedures; and | | (vi) | the balance-sheet and profit and loss account of the company and, if it is a holding company, the consolidated balance-sheet and profit and loss account, submitted to it by the company or the holding company, and thereafter to submit them to the directors of the company or the holding company; and |
| | (b) | to nominate a person or persons as auditor, notwithstanding anything contained in the articles or under section 205, |
| together with such other functions as may be agreed to by the audit committee and the board of directors. |
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| (6) The auditor has the right to appear and be heard at any meeting of the audit committee and shall appear before the committee when required to do so by the committee. |
| (7) Upon the request of the auditor, the chairman of the audit committee shall convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or shareholders. |
| (8) Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes. |
| (9) Where the directors of a company or of a holding company are required to make a report under section 201(5) or section 201(6A) and the company is a listed company, the directors shall describe in the report the nature and extent of the functions performed by the audit committee pursuant to subsection (5). |
| (10) In this section, “listed company” means a company that is incorporated in Singapore and has been admitted to the official list of a securities exchange in Singapore and has not been removed from the official list. [5/2004] |
| (11) Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other office of profit in, the company or in any related corporation of that company in conjunction with his office of director and his membership of any audit committee, and any reference to an executive director shall be read accordingly. [5/2004] |
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| Directors need not lay accounts before company if resolution under section 175A in force |
201C. Subject to section 203(1), while a resolution by a private company under section 175A is in force —| (a) | the directors of the company need not comply with the requirement in section 201 to lay before the company at its annual general meeting accounts or consolidated accounts of the company; and | | (b) | the reference in section 207(1) to accounts required to be laid before the company in general meeting shall be read as a reference to the documents required to be sent to persons entitled to receive notice of general meetings of the company under section 203(1). [8/2003] |
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| Relief from requirements as to form and content of accounts and reports |
| 202.—(1) The directors of a company may apply to the Registrar in writing for an order relieving them from any requirement of this Act relating to the form and content of accounts or consolidated accounts (other than a requirement of the Accounting Standards) or to the form and content of the report required by section 201(6) and (6A) and the Registrar may make such an order either unconditionally or on condition that the directors comply with such other requirements relating to the form and content of the accounts or consolidated accounts or report as the Registrar thinks fit to impose. [62/70; 13/87; 12/2002] | (2) The Registrar may, where he considers it appropriate, make an order in respect of a specified class of companies relieving the directors of a company in that class from compliance with any specified requirements of this Act relating to the form and content of accounts or consolidated accounts (other than a requirement of the Accounting Standards) or to the form and content of the report required by section 201(6) and (6A) and the order may be made either unconditionally or on condition that the directors of the company comply with such other requirements relating to the form and content of accounts or consolidated accounts or report as the Registrar thinks fit to impose. [12/2002] |
| (3) The Registrar shall not make an order under subsection (1) unless he is of the opinion that compliance with the requirements of this Act would render the accounts or consolidated accounts or report, as the case may be, misleading or inappropriate to the circumstances of the company or would impose unreasonable burdens on the company or any officer of the company. |
| (4) The Registrar may make an order under subsection (1) which may be limited to a specific period and may from time to time either on application by the directors or without any such application (in which case the Registrar shall give to the directors an opportunity of being heard) revoke or suspend the operation of any such order. |
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| Members of company entitled to balance-sheet, etc. |
203.—(1) A copy of every profit and loss account and balance-sheet of a company or, in the case of a holding company, a copy of the consolidated accounts and balance-sheet (including every document required by law to be attached thereto), which is duly audited and which (or which, but for section 201C) is to be laid before the company in general meeting accompanied by a copy of the auditor’s report thereon shall —| (a) | not less than 14 days before the date of the meeting; or | | (b) | if a resolution under section 175A is in force, not less than 28 days before the end of the period allowed for the laying of those documents, |
| be sent to all persons entitled to receive notice of general meetings of the company. |
[8/2003] | (2) Any member of a company (whether he is or is not entitled to have sent to him copies of the profit and loss accounts and balance-sheets, or consolidated accounts and balance-sheet) to whom copies have not been sent and any holder of a debenture shall, on a request being made by him to the company, be furnished by the company without charge with a copy of the last profit and loss account and balance-sheet of the company, or a copy of the consolidated accounts and balance-sheet, as the case may be (including every document required by this Act to be attached thereto) together with a copy of the auditor’s report thereon. [12/2002] |
| (3) If default is made in complying with subsection (1) or (2), the company and every officer of the company who is in default shall, unless it is proved that the member or holder of a debenture in question has already made a request for and been furnished with a copy of the accounts or consolidated accounts and all documents referred to in subsection (1) or (2), be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [15/84] |
| (4) In a case referred to in subsection (1)(b), any member or auditor of the company may, by notice to the company not later than 28 days from the day on which the documents referred to in subsection (1) were sent out, require that a general meeting be held for the purpose of laying those documents before the company. [8/2003] |
| (5) Section 175A(5) shall apply, with the necessary modifications, to the giving of a notice under subsection (4). [8/2003] |
| (6) The directors of the company shall, within 21 days from the date of giving of the notice referred to in subsection (4), convene a meeting for the purpose referred to in that subsection. [8/2003] |
(7) If default is made in convening the meeting under subsection (6) —| (a) | each director in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000; and | | (b) | the Court may, on application of the member or auditor, order a general meeting to be called. [8/2003] |
[UK, 1948, s. 158; Aust., 1961, s. 164] |
|
| Provision of summary financial statement to members |
| 203A.—(1) Notwithstanding section 203 and anything in its memorandum or articles of association, a listed public company may, in such cases as may be specified by regulations and provided all the conditions so specified are complied with, send a summary financial statement instead of copies of the documents referred to in section 203(1) to members of the company. [22/95] | (2) Where a public company sends to its members a summary financial statement under subsection (1), any member of the company and any holder of a debenture entitled to be furnished by the company with a copy of the documents referred to in section 203(2) may instead request for a summary financial statement. [22/95] |
| (3) A summary financial statement need not be sent to any member of the company who does not wish to receive the statement. [22/95] |
| (4) Copies of the documents referred to in section 203(1) shall be sent to any member of the company who wishes to receive them. [22/95] |
| (5) The summary financial statement shall be derived from the company’s annual accounts and the directors’ report and shall be in such form and contain such information as may be specified by regulations. [22/95] |
(6) Every summary financial statement shall —| (a) | state that it is only a summary of information in the company’s annual accounts and the directors’ report; and | | (b) | contain a statement by the company’s auditors of their opinion as to whether the summary financial statement is consistent with the accounts and the report and complies with the requirements of this section and any regulations made under subsection (9). [22/95] |
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| (7) If default is made in complying with this section or any regulations made under subsection (9), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [22/95] |
| (8) For the purpose of subsection (1), “listed” means has been admitted to the official list of a securities exchange in Singapore and has not been removed from that list. [22/95; 42/2001] |
| (9) The Minister may make regulations to give effect to this section, including making provision as to the manner in which it is to be ascertained whether a member of the company wishes to receive copies of the documents referred to in section 203(1) or does not wish to receive the summary financial statement under this section. [22/95] |
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| 204.—(1) If any director of a company fails to comply with section 201(1A), (3), (3A) or (15), he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [5/2004] (1A) If any director of a company —| (a) | fails to comply with any provision of this Division (other than section 201(1A), (3), (3A) and (15)); | | (b) | fails to take all reasonable steps to secure compliance by the company with any such provision; or | | (c) | has by his own wilful act been the cause of any default by the company of any such provision, |
| he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years. |
[5/2004] |
| (2) In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the preceding provisions of this Division relating to the form and content of the accounts of a company or consolidated accounts of a holding company by reason of an omission from the accounts or consolidated accounts, it is a defence to prove that the omission was not intentional and that the information omitted was immaterial and did not affect the giving of a true and fair view of the matters required by section 201 to be dealt with in the accounts or consolidated accounts, as the case may be. |
(3) If an offence under this section is committed with intent to defraud creditors of the company or creditors of any other person or for a fraudulent purpose, the offender shall be liable on conviction —| (a) | in the case of an offence under subsection (1), to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both; or | | (b) | in the case of an offence under subsection (1A), to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years or to both. [5/2004] |
|
| (4) A person shall not be sentenced to imprisonment for any offence under this section unless in the opinion of the Court dealing with the case the offence was committed wilfully. [UK, 1948, s. 147 (4); Aust., 1961, s. 163] |
|
| Appointment and remuneration of auditors |
| 205.—(1) The directors of a company shall, within 3 months after incorporation of the company, appoint a person or persons to be the auditor or auditors of the company, and any auditor or auditors so appointed shall, subject to this section, hold office until the conclusion of the first annual general meeting. [15/84] | (2) A company shall at each annual general meeting of the company appoint a person or persons to be the auditor or auditors of the company, and any auditor or auditors so appointed shall, subject to this section, hold office until the conclusion of the next annual general meeting of the company. |
| (3) Subject to subsections (7) and (8), the directors of a company may appoint a public accountant to fill any casual vacancy in the office of auditor of the company, but while such a vacancy continues the surviving or continuing auditor or auditors, if any, may act. [5/2004] |
| (4) An auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise. |
(5) Where special notice of a resolution to remove an auditor is received by a company —| (a) | it shall immediately send a copy of the notice to the auditor concerned and to the Registrar; and | | (b) | the auditor may, within 7 days after the receipt by him of the copy of the notice, make representations in writing to the company (not exceeding a reasonable length) and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the company to every member of the company to whom notice of the meeting is sent. |
|
| (6) Unless the Registrar on the application of the company otherwise orders, the company shall send a copy of the representations as so requested and the auditor may, without prejudice to his right to be heard orally, require that the representations be read out at the meeting. |
(7) Where an auditor of a company is removed from office in pursuance of subsection (4) at a general meeting of the company —| (a) | the company may, at the meeting, by a resolution passed by a majority of not less than three-fourths of such members of the company as being entitled to do so vote in person or, where proxies are allowed, by proxy immediately appoint another person nominated at the meeting as auditor; or | | (b) | the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the meeting and the company may, by ordinary resolution, appoint another person as auditor, being a person notice of whose nomination as auditor has, at least 10 days before the resumption of the adjourned meeting, been received by the company. |
|
| (8) A company shall, immediately after the removal of an auditor from office in pursuance of subsection (4), give notice in writing of the removal to the Registrar and, if the company does not appoint another auditor under subsection (7), the Registrar shall appoint an auditor. |
| (9) An auditor appointed in pursuance of subsection (7) or (8) shall, subject to this section, hold office until the conclusion of the next annual general meeting of the company. |
| (10) If the directors do not appoint an auditor or auditors as required by this section, the Registrar may on the application in writing of any member of the company make the appointment. [15/84] |
| (11) Subject to subsection (7), a person shall not be capable of being appointed auditor of a company at an annual general meeting unless he held office as auditor of the company immediately before the meeting or notice of his nomination as auditor was given to the company by a member of the company not less than 21 days before the meeting. |
| (12) Where notice of nomination of a person as an auditor of a company is received by the company whether for appointment at an adjourned meeting under subsection (7) or at an annual general meeting, the company shall, not less than 7 days before the adjourned meeting or the annual general meeting, send a copy of the notice to the person nominated, to each auditor, if any, of the company and to each person entitled to receive notice of general meetings of the company. |
(12A) Where a resolution under section 175A is in force and the auditor or auditors of the company is or are to be appointed by a resolution by written means under section 184A by virtue of section 175A(10), references in subsections (11) and (12) to the date of an annual general meeting shall be read as references to the time —| (a) | agreement to that resolution is sought in accordance with section 184C; or | | (b) | documents referred to in section 183(3A) in respect of the resolution are served or made accessible in accordance with section 183(3A), |
[8/2003] |
| (13) If, after notice of nomination of a person as an auditor of a company has been given to the company, the annual general meeting of the company is called for a date 21 days or less after the notice has been given, subsection (11) shall not apply in relation to the person and, if the annual general meeting is called for a date not more than 7 days after the notice has been given and a copy of the notice is, at the time notice of the meeting is given, sent to each person to whom, under subsection (12), it is required to be sent, the company shall be deemed to have complied with that subsection in relation to the notice. |
(14) An auditor of a company may resign —| (a) | if he is not the sole auditor of the company; or | | (b) | at a general meeting of the company, |
|
| (15) If an auditor gives notice in writing to the directors of the company that he desires to resign, the directors shall call a general meeting of the company as soon as is practicable for the purpose of appointing an auditor in place of the auditor who desires to resign and on the appointment of another auditor the resignation shall take effect. |
(16) The fees and expenses of an auditor of a company —| (a) | in the case of an auditor appointed by the company at a general meeting — shall be fixed by the company in general meeting or, if so authorised by the members at the last preceding annual general meeting, by the directors; and | | (b) | in the case of an auditor appointed by the directors or by the Registrar — may be fixed by the directors or by the Registrar, as the case may be, and, if not so fixed, shall be fixed as provided in paragraph (a) as if the auditor had been appointed by the company. |
|
| (17) If default is made in complying with this section, the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. [15/84] [UK, 1948, ss. 159-161; Aust., 1961, ss. 166, 166A, 166B] |
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| Certain companies exempt from obligation to appoint auditors |
| 205A.—(1) Notwithstanding section 205, a company which is exempt from audit requirements under section 205B or 205C, and its directors shall be exempt from section 205(1) or (2), as the case may be. [8/2003] | (2) Where a company ceases to be so exempt, the company shall appoint a person or persons to be auditor or auditors of the company at any time before the next annual general meeting; and the auditors so appointed shall hold office until the conclusion of that meeting. [8/2003] |
| (3) If default is made in complying with subsection (2), the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. [8/2003] [UK, 1985, s. 388A] |
|
| Dormant company exempt from audit requirements |
205B.—(1) A company shall be exempt from audit requirements if —| (a) | it has been dormant from the time of its formation; or | | (b) | it has been dormant since the end of the previous financial year. [8/2003] |
| (2) A company is dormant during a period in which no accounting transaction occurs; and the company ceases to be dormant on the occurrence of such a transaction. [8/2003] |
(3) For the purpose of subsection (2), there shall be disregarded transactions of a company arising from any of the following:| (a) | the taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum; | | (b) | the appointment of a secretary of the company under section 171; | | (c) | the appointment of an auditor under section 205; | | (d) | the maintenance of a registered office under sections 142, 143 and 144; | | (e) | the keeping of registers and books under sections 88, 131, 173, 189 and 191; | | (f) | the payment of any fee specified in the Second Schedule or an amount of any fine or default penalty paid to the Registrar under section 409(4); | | (g) | such other matter as may be prescribed. [8/2003] |
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(4) Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) —| (a) | the copies of the profit and loss accounts and balance-sheet, or consolidated accounts and balance-sheet of the company to be sent under section 203 need not be audited; | | (b) | section 203 has effect with the omission of any reference to the auditor’s report or a copy of the report; | | (c) | copies of an auditor’s report need not be laid before the company in a general meeting; and | | (d) | the annual return of the company to be lodged with the Registrar shall be accompanied by a statement by the directors —| (i) | that the company is a company referred to in subsection (1)(a) or (b) as at the end of the financial year; | | (ii) | that no notice has been received under subsection (6) in relation to that financial year; and | | (iii) | as to whether the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199. [8/2003] |
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| (5) Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it shall thereupon cease to be so exempt; but it shall remain so exempt in relation to accounts for the financial year in which it was dormant throughout. [8/2003] |
| (6) Any member or members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (excluding treasury shares), or not less than 5% of the total number of members of the company (excluding the company itself if it is registered as a member) may, by notice in writing to the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year. [21/2005] |
| (7) Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates. [8/2003] |
| (8) In this section, “accounting transaction” means a transaction the accounting or other record of which is required to be kept under section 199(1). [8/2003] [UK, 1985, ss. 249B, 250] |
|
| Exempt private company exempt from audit requirements |
| 205C.—(1) An exempt private company shall be exempt from audit requirements in respect of a financial year if its revenue in that year does not exceed the prescribed amount. [8/2003] | (2) For a period which is an exempt private company’s financial year but is less than 12 calendar months, the prescribed amount shall be proportionately adjusted. [8/2003] |
| (3) Section 205B(4), (6) and (7) shall apply, with the necessary modifications, to an exempt private company so exempt. [8/2003] |
(4) In this section —| “prescribed amount” means the amount prescribed by the Minister for the purposes of this section; |
| “revenue” has the meaning given to that word in the Accounting Standards, subject to such modifications as the Minister may prescribe. [8/2003] |
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| Registrar may require company exempt from audit requirements to lodge audited accounts |
205D. Notwithstanding sections 205B and 205C, the Registrar may, if he is satisfied that there has been a breach of any provision of section 199 or 201 or that it is otherwise in the public interest to do so, by notice in writing to a company exempt under either of those sections, require that company to lodge with him, within such time as may be specified in that notice —| (a) | its accounts duly audited by the auditor or auditors of the company or, where none has been appointed, an auditor or auditors to be appointed by the directors of the company for this purpose; and | | (b) | an auditor’s report referred to in section 207 in relation to those accounts prepared by the auditor or auditors of the company. [8/2003] |
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206.—(1) If a company is served with a notice sent by or on behalf of —| (a) | at least 5% of the total number of members of the company; or | | (b) | the holders in aggregate of not less than 5% of the total number of issued shares of the company (excluding treasury shares), |
| requiring particulars of all emoluments paid to or receivable by the auditor of the company or any person who is a partner or employer or employee of the auditor, by or from the company or any subsidiary in respect of services other than auditing services rendered to the company, the company shall immediately — |
| (c) | prepare or cause to be prepared a statement showing particulars of all emoluments paid to the auditor or other person and of the services in respect of which the payments have been made for the financial year immediately preceding the service of such notice; | | (d) | forward a copy of the statement to all persons entitled to receive notice of general meetings of the company; and | | (e) | lay such statement before the company in general meeting. [21/2005] |
| (1A) Without prejudice to subsection (1), a public company shall, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of its auditor to determine whether the independence of the auditor has been compromised, and the outcome of the review shall be sent to all persons entitled to receive notice of general meetings of the company. [5/2004] |
| (2) If default is made in complying with this section, the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. [15/84] [Aust., 1961, s. 166] |
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| Powers and duties of auditors as to reports on accounts |
| 207.—(1) An auditor of a company shall report to the members on the accounts required to be laid before the company in general meeting and on the company’s accounting and other records relating to those accounts and if it is a holding company for which consolidated accounts are prepared shall also report to the members on the consolidated accounts. [49/73; 13/87] | (1A) A report by an auditor of a company under subsection (1) shall be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in relation to that report but no offence shall be committed by an auditor under this subsection if the directors have not submitted the accounts for audit as required under this Part in sufficient time, having regard to the complexity of the accounts, for the auditor to make his report. [13/87] |
(2) An auditor shall, in a report under this section, state —| (a) | whether the accounts and, if the company is a holding company for which consolidated accounts are prepared, the consolidated accounts are in his opinion —| (i) | in compliance with the requirements of the Accounting Standards and give a true and fair view of the matters required by section 201 to be dealt with in the accounts and, as the case may be, the consolidated accounts; and | | (ii) | in accordance with this Act so as in the case of a balance-sheet to give a true and fair view of the company’s affairs and in the case of a profit and loss account to give a true and fair view of the company’s profit or loss; |
| | (aa) | if the accounts or consolidated accounts do not comply with any requirement of the Accounting Standards and the approval of the Registrar under section 201(14) to such non-compliance has not been obtained, whether such non-compliance is, in the opinion of the auditor, necessary for the accounts or consolidated accounts to give a true and fair view of any matter required by section 201 to be dealt with in them; | | (b) | whether the accounting and other records required by this Act to be kept by the company and, if it is a holding company, by the subsidiaries other than those of which he has not acted as auditor have been, in his opinion, properly kept in accordance with this Act; | | (c) | [Act 5 of 2004] | | (d) | any defect or irregularity in the accounts or consolidated accounts and any matter not set out in the accounts or consolidated accounts without regard to which a true and fair view of the matters dealt with by the accounts or consolidated accounts would not be obtained; and | | (e) | if he is not satisfied as to any matter referred to in paragraph (a), (aa) or (b), his reasons for not being so satisfied. [12/2002; 5/2004] |
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(3) It is the duty of an auditor of a company to form an opinion as to each of the following matters:| (a) | whether he has obtained all the information and explanations that he required; | | (b) | whether proper accounting and other records, excluding registers, have been kept by the company as required by this Act; | | (c) | whether the returns received from branch offices of the company are adequate; | | (d) | whether the procedures and methods used by a holding company or a subsidiary in arriving at the amounts taken into any consolidated accounts were appropriate to the circumstances of the consolidation; and | | (e) | where consolidated accounts are prepared otherwise than as one set of consolidated accounts for the group, whether he agrees with the reasons for preparing them in the form in which they are prepared, as given by the directors in the accounts, |
| and he shall state in his report particulars of any deficiency, failure or short-coming in respect of any matter referred to in this subsection. |
[13/87; 12/2002] |
| (4) An auditor shall not be required to form an opinion in his report as to whether the accounting and other records of subsidiaries (which are not incorporated in Singapore) of a Singapore holding company have been kept in accordance with this Act. [15/84] |
| (5) An auditor of a company has a right of access at all times to the accounting and other records, including registers, of the company, and is entitled to require from any officer of the company and any auditor of a related company such information and explanations as he desires for the purposes of audit. |
| (6) An auditor of a holding company for which consolidated accounts are required has a right of access at all times to the accounting and other records, including registers, of any subsidiary, and is entitled to require from any officer or auditor of any subsidiary, at the expense of the holding company, such information and explanations in relation to the affairs of the subsidiary as he requires for the purpose of reporting on the consolidated accounts. |
| (7) The auditor’s report shall be attached to or endorsed on the accounts or consolidated accounts and shall, if any member so requires, be read before the company in general meeting and shall be open to inspection by any member at any reasonable time. |
| (8) An auditor of a company or his agent authorised by him in writing for the purpose is entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which a member is entitled to receive, and to be heard at any general meeting which he attends on any part of the business of the meeting which concerns the auditor in his capacity as auditor. |
(9) If an auditor, in the course of the performance of his duties as auditor of a company, is satisfied that —| (a) | there has been a breach or non-observance of any of the provisions of this Act; and | | (b) | the circumstances are such that in his opinion the matter has not been or will not be adequately dealt with by comment in his report on the accounts or consolidated accounts or by bringing the matter to the notice of the directors of the company or, if the company is a subsidiary, of the directors of its holding company, |
| he shall immediately report the matter in writing to the Registrar. |
|
| (9A) Notwithstanding subsection (9), if an auditor of a public company or a subsidiary of a public company, in the course of the performance of his duties as auditor, has reason to believe that a serious offence involving fraud or dishonesty is being or has been committed against the company by officers or employees of the company, he shall immediately report the matter to the Minister. [40/89] |
| (9B) No duty to which an auditor of a company may be subject shall be regarded as having been contravened by reason of his reporting the matter referred to in subsection (9A) in good faith to the Minister. [40/89] |
| (9C) An auditor who is under a legal duty under any other written law to make a report to the Monetary Authority of Singapore in relation to an offence involving fraud or dishonesty that he becomes aware in the course of the performance of his duties as auditor, shall not be required to make a report to the Minister under subsection (9A) if he has already made a report in relation to the same offence under that written law to the Monetary Authority of Singapore. [40/89] |
(9D) In subsection (9A), “a serious offence involving fraud or dishonesty” means —| (a) | an offence that is punishable by imprisonment for a term that is not less than 2 years; and | | (b) | the value of the property obtained or likely to be obtained from the commission of such an offence is not less than $20,000. [40/89] |
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| (10) An officer of a corporation who refuses or fails without lawful excuse to allow an auditor of the corporation or an auditor of a corporation who refuses or fails without lawful excuse to allow an auditor of its holding company access, in accordance with this section, to any accounting and other records, including registers, of the corporation in his custody or control, or to give any information or explanation as and when required under this section, or otherwise hinders, obstructs or delays an auditor in the performance of his duties or the exercise of his powers, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000. [15/84] [Aust., 1961, s. 167] |
|
| Auditors and other persons to enjoy qualified privilege in certain circumstances |
| 208.—(1) An auditor shall not, in the absence of malice on his part, be liable to any action for defamation at the suit of any person in respect of any statement which he makes in the course of his duties as auditor, whether the statement is made orally or in writing. [49/73] | (2) A person shall not, in the absence of malice on his part, be liable to any action for defamation at the suit of any person in respect of the publication of any document prepared by an auditor in the course of his duties and required by this Act to be lodged with the Registrar. |
| (3) This section does not limit or affect any other right, privilege or immunity that an auditor or other person has as defendant in an action for defamation. [49/73] |
|
| Duties of auditors to trustee for debenture holders |
209.—(1) The auditor of a borrowing corporation shall within 7 days after furnishing the corporation with any balance-sheet or profit and loss account or any report, certificate or other document which he is required by this Act or by the debentures or trust deed to give to the corporation, send by post to every trustee for the holders of debentures of the borrowing corporation a copy thereof.| (2) Where, in the performance of his duties as auditor of a borrowing corporation, the auditor becomes aware of any matter which is in his opinion relevant to the exercise and performance of the powers and duties imposed by this Act or by any trust deed upon any trustee for the holders of debentures of the corporation, he shall, within 7 days after so becoming aware of the matter, send by post a report in writing on such matter to the borrowing corporation and a copy thereof to the trustee. |
| (3) If any person fails to comply with subsection (2), he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [15/84] [Aust., 1961, s. 167A] |
|
209A. In this Part, unless the contrary intention appears —“consolidated accounts”, in relation to a holding company, means —| (a) | a set of consolidated accounts for the group of companies of that holding company; or | | (b) | the accounts or consolidated accounts prepared in compliance with the Accounting Standards; |
|
| “group of companies”, in relation to a holding company, means the holding company and the corporations that are subsidiaries of the holding company; |
| “holding company” means a corporation that is the holding company of another corporation; |
“profit or loss” means —| (a) | in relation to a corporation that is not a holding company — the profit or loss resulting from operations of that corporation; | | (b) | in relation to a corporation that is a holding company of a group of companies for which consolidated accounts are required — the profit or loss resulting from operations of that corporation; | | (c) | in relation to a corporation referred to in paragraph (b) and its subsidiaries — the profit or loss resulting from operations of the group of companies of which the corporation is the holding company; and | | (d) | in relation to a corporation that is a holding company of a group of companies for which consolidated accounts are not required — the profit or loss resulting from operations of that corporation. [13/87; 12/2002] |
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| Application of amendments made to sections 201 to 204 and 207 and new sections 201A and 209A |
| 4 This section was section 42 of the Companies (Amendment) Act 1987 (Act 13 of 1987). |
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