2. The Eighth Schedule to the Companies Act is amended by deleting paragraphs 1 to 4 and substituting the following paragraphs:“1. The annual return under section 197(1) shall contain the following particulars:| (a) | the name of the company; | | (b) | the registration number of the company; | | (c) | the address of the registered office of the company; | | (d) | 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; | | (e) | particulars of the amount of indebtedness of the company as at the relevant date in respect of all charges which are required to be registered with the Registrar, and a list of all registered charges of the company; | | (f) | 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 total amount, if any, agreed to be considered as unpaid on those shares; |
| | (v) | the total number of shares forfeited since the date of the last return or, if none had been lodged previously, since the date of incorporation; | | (vi) | the total number of shares held as treasury shares; | | (vii) | additional calls paid since the date of the last return and the total amount of calls unpaid; and | | (viii) | the total amount of the sums, if any, paid by way of commission in respect of any debentures since the date of the last return or, if none had been lodged previously, since the date of incorporation; |
| | (g) | such particulars of the persons who, on the relevant date, are the directors, managers, secretaries and auditors of the company as are required by section 173 to be contained in the register of directors, managers, secretaries and auditors of the company; | | (h) | where the company is an unlisted company —| (i) | in the case of a public company with more than 50 shareholders, a list of the 50 shareholders holding the largest number of shares in the company and their respective particulars and shareholdings; or | | (ii) | in any other case, a list of all shareholders of the company and their respective particulars and shareholdings; |
| | (i) | where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the list in paragraph (h) 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 return to that effect; | | (j) | in the case of a company keeping a branch register, the list in paragraph (h) 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; | | (k) | the date of the last annual general meeting of the company or, in the case of a private company which has dispensed with the holding of its annual general meetings under section 175A(1), the date on which the resolution referred to in section 175 (A) (1) was passed; | | (l) | the date to which the accounts of the company are made up and the date of the annual general meeting at which those accounts were laid before the company; | | (m) | the name of the auditor who audited the accounts of the company, unless the company is exempt from audit requirements, and where the accounts have been lodged, a statement as to whether the accounts are unqualified; | | (n) | particulars of the principal activity or activities in the course of the financial year or, if the company was dormant throughout the financial year, the principal activity or activities before it turned dormant; | | (o) | a statement as to whether the company has any share-based payment plan; | | (p) | a statement as to whether the company has undergone any merger or acquisition; | | (q) | a statement as to whether the company is listed on any securities exchange in Singapore or elsewhere; | | (r) | if the company is listed on any securities exchange in Singapore or elsewhere, a statement as to whether the company is within its first year of an initial public offer in any such securities exchange; and | | (s) | where the annual return is accompanied by such of the relevant documents as may be applicable to the company, such information on the company contained in those documents as the Registrar may specify. |
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| 2. For the purposes of paragraph 1, where the last return of a company consists of a summary of return and a main return, a reference to the last return of the company shall, unless the context requires otherwise, be construed as a reference to the last summary of return of the company. |
| 3. In paragraph 1, “relevant date” means a date specified by the person who lodges the return, being a date which is not more than 14 days before the date of lodgment of the return. |
4. In paragraph 1(s), “relevant documents”, in relation to a company, means —| (a) | the report and statement of its directors; | | (b) | the report of its auditors, unless the company is exempt from audit requirements and no report was prepared by the auditors; | | (c) | its last balance-sheet, which must be audited unless the company is exempt from audit requirements and no report was prepared by the auditors; | | (d) | its last profit and loss account, which must be audited unless the company is exempt from audit requirements and no report was prepared by the auditors; and | | (e) | the notes to the account.”. |
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