Companies Act 1967 - Singapore Statutes Online

Annual general meeting

175.—(1) Subject to this section and section 175A, a general meeting of every company to be called the “annual general meeting” must, in addition to any other meeting, be held after the end of each financial year within —

(a)	4 months in the case of a public company that is listed; or
(b)	6 months in the case of any other company. [15/2017]

(2) The Registrar may extend the period mentioned in subsection (1)(a) or (b) —

(a)	upon an application by the company, if the Registrar thinks there are special reasons to do so; or
(b)	in respect of any prescribed class of companies. [15/2017]

(3) Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual general meeting of the company.

(4) If default is made in holding an annual general meeting —

(a)	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; and
(b)	the Court may on the application of any member order a general meeting to be called.

(5) The Minister may, by order in the Gazette, specify such other period in substitution of the period mentioned in subsection (1)(a) or (b), or both.

[15/2017]

Financial statements and consolidated financial statements

201.—(1) The directors of every company must lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.

[15/2017]

(2) Subject to subsections (12) to (15), the financial statements mentioned in subsection (1) must comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the company.

[36/2014]

(3) [Deleted by Act 15 of 2017]

(4) [Deleted by Act 15 of 2017]

(5) Subject to subsections (12) to (15), the directors of a company that is a parent company at the end of its financial year need not comply with subsection (1) but must cause to be made out and laid before the company at its annual general meeting —

(a)	consolidated financial statements dealing with the financial position and performance of the group for the financial year in respect of which the annual general meeting is held; and
(b)	a balance sheet dealing with the state of affairs of the parent 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 parent company.

[36/2014; 15/2017]

(6) [Deleted by Act 15 of 2017]

(7) The directors must (before the financial statements mentioned in subsection (1) and the balance sheet mentioned in subsection (5)(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 financial statements such information and explanations as will prevent the financial statements from being misleading by reason of the overstatement of the amount of that asset.

[36/2014]

(8) The financial statements must 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 must be attached to or endorsed upon those financial statements.

[36/2014]

(9) The directors of the company must —

(a)

take reasonable steps to ensure that the financial statements are audited as required by this Part not less than 14 days before the annual general meeting of the company, unless all the persons entitled to receive notice of general meetings of the company agree that the financial statements may be audited as required by this Part less than 14 days before the annual general meeting of the company; and

(b)

cause to be attached to those financial statements the auditor’s report that is furnished to the directors under section 207(1A).

[36/2014]

(10) In subsections (8) and (9), “financial statements”, in relation to a company, means —

(a)	in the case where the company is not a parent company — the financial statements required to be laid before the company at its annual general meeting under subsection (1); or
(b)	in the case where the company is a parent company — the consolidated financial statements of the group and the balance sheet of the parent company required to be laid before the company at its annual general meeting under subsection (5). [36/2014]

(11) Where at the end of a financial year a company is the subsidiary company of another corporation, the directors of the company must state in, or in a note as a statement annexed to, the financial statements laid before the company at its annual general meeting the name of the corporation which is its ultimate parent corporation.

[36/2014]

(12) The financial statements or consolidated financial statements of a company need not comply with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), if the company has obtained the approval of the Registrar to such non‑compliance.

[36/2014]

(13) Where financial statements or consolidated financial statements prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), would not give a true and fair view of any matter required by this section to be dealt with in the financial statements or consolidated financial statements, the financial statements or consolidated financial statements 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.

[36/2014]

(14) In the event of any non‑compliance with a requirement of the Accounting Standards mentioned in subsection (13), there must be included in the financial statements or consolidated financial statements, as the case may be —

(a)	a statement by the auditor of the company that the auditor agrees that such non‑compliance is necessary for the financial statements or consolidated financial statements (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. [36/2014]

(15) The Minister may, by order 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 apply accordingly in respect of such companies.

[36/2014]

(16) The financial statements laid before a company at its general meeting (including any consolidated financial statements annexed to the balance sheet of a parent company) must be accompanied, before the auditor reports on the financial statements under this Part, by a statement signed on behalf of the directors by 2 directors of the company containing the information set out in the Twelfth Schedule.

[36/2014]

(17) Any document (other than any financial statements or 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) must 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. [36/2014]

(18) The provisions of this Act relating to the form and content of the statement of directors and the annual financial statements 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 1970.

[36/2014]

(19) In respect of a company that is registered as a charity or approved as an institution of a public character under the Charities Act 1994, the requirements of this section as to the form and content of a company’s financial statements or consolidated financial statements being in compliance with the Accounting Standards apply subject to any modification prescribed under section 12(1)(f) of that Act in respect of such a company.

[36/2014]

(20) For the purposes of subsections (1) and (5), a reference to the preceding financial statements includes the profit and loss account, balance sheet and consolidated accounts required to be laid before the company at its annual general meeting under section 201 in force before 1 July 2015.

[36/2014]

(21) For the purposes of subsections (1) and (5), a reference to the requirement to lay financial statements before a company includes the laying of the profit and loss account, balance sheet and consolidated accounts prepared in accordance with section 201 in force immediately before 1 July 2015, where such profit and loss account, balance sheet and consolidated accounts have been prepared in respect of a financial year which ended before 1 July 2015.

[36/2014]

(22) Subsection (16) does not apply to any company in respect of any financial year which ended before 1 July 2015; and section 201(5) to (8), (11), (12) and (15) in force immediately before that date continues to apply to such company for that financial year.

[36/2014]

(23) Without limiting section 197(2), a company referred to in subsection (22) must, when lodging a return with the Registrar under section 197, attach a copy of the report prepared in accordance with section 201(5) in force immediately before 1 July 2015.

[36/2014]

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