No. S 20
Companies Act
(Chapter 50)
Companies Act (Amendment of Eighth Schedule) Notification 2003
In exercise of the powers conferred by section 8(7) of the Companies Act, the Minister for Finance hereby makes the following Notification:
Citation and commencement
1.  This Notification may be cited as the Companies Act (Amendment of Eighth Schedule) Notification 2003 and shall come into operation on 13th January 2003.
Deletion and substitution of Eight Schedule
2.  The Eighth Schedule to the Companies Act is deleted and the following Schedule substituted therefor:
EIGHTH SCHEDULE
Sections 8 (7) and 197(1)
Annual Return of A Company
Having A Share Capital
Contents of Annual Return
1.  The annual return under section 197 (1) shall consist of the summary of return and the main return.
2.  The summary of return shall contain the following particulars:
(a)the name of the company and its registration number;
(b)the address of the registered office of the company;
(c)in a case in which the register of members is kept elsewhere than at the registered office, the address of the place where it is kept;
(d)particulars of the total amount of indebtedness of the company in respect of all charges which are required to be registered with the Registrar;
(e)a summary of the share capital and shares of the company, specifying —
(i)the amount of the share capital of the company and the types of shares in which it is divided;
(ii)the number of shares issued subject to payment wholly in cash;
(iii)the number of shares issued as fully paid up otherwise than in cash and the total amount, if any, agreed to be considered as paid on those shares which have been deemed issued as fully paid up otherwise than in cash;
(iv)in relation to shares issued as partly paid up otherwise than in cash —
(A)the number of shares;
(B)the total amount, if any, agreed to be considered as paid on those shares; and
(C)the amount per share;
(v)the number of shares, if any, of each class issued at a discount and the total amount of discount on the issue of shares which has not been written off at the date of the summary of return;
(vi)the total number of shares forfeited since the date of the last summary of return or, if none had been filed previously, the date of the last main return;
(vii)the number of shares bought back since the date of the last summary of return or, if none had been filed previously, the date of the last main return;
(viii)additional calls paid since the date of the last return or last notice of allotment but yet to be included in “Paid-up share capital” set out in the summary of return and the total amount of calls unpaid;
(ix)the total amount of the sums, if any, paid by way of commission in respect of shares since the date of the last summary of return or, if none had been filed previously, since the date of the last main return; and
(x)the total amount of commission, if any, in respect of debentures issued since the date of the last summary of return or, if none had been filed previously, since the date of the last main return;
(f)particulars of the directors, managers, secretaries and auditors of the company as at the date of the confirmation of the summary of return by an officer of the company;
(g)in the case of an unlisted company, a list of shareholders and their shareholdings, except that an unlisted public company having more than 50 shareholders shall provide the particulars of the 50 shareholders holding the most number of shares;
(h)where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the list in paragraph (g) shall contain particulars as to the amount of stock or the number of stock units instead of the amount of shares, and an explanatory note shall be made in the summary of return to that effect; and
(i)in the case of a company keeping a branch register —
(i)particulars in paragraph (g) need not include any particulars contained in the branch register, insofar as a copy of the entries containing those particulars is not received at the registered office of the company before the date of the list in question; and
(ii)where the summary of return is made up to a date between the date when any entry is made in the branch register and the date when a copy of that entry is received at the registered office of the company, a re-confirmation by the company of the summary of return if, at the time the entry was received at the registered office, the company had not filed its main return.
3.  The main return shall contain the following particulars:
(a)the name of the company and its registration number;
(b)the date of the main return;
(c)the date to which the accounts are made up;
(d)the name of the audit firm or company that has audited the accounts and, if the accounts are lodged, whether the accounts are qualified; and
(e)in the case of an exempt private company without an exempt private company certificate, or any company limited by shares, particulars of —
(i)the principal activity or activities in the course of the financial year;
(ii)turnover, sales and other operating revenues;
(iii)net income (or loss) from extraordinary and non-operating items;
(iv)profits or loss;
(v)assets and liabilities; and
(vi)shareholders’ funds.”.

Made this 8th day of January 2003.

LIM SIONG GUAN
Permanent Secretary,
Ministry of Finance,
Singapore.
[RCB0510/TWS/F200204216Q; AG/LEG/SL/50/2002/1 Vol. 3]