Singapore legislation
Section 268
Section 268
Obligations of borrowing entity
(2)
[Deleted by Act 34 of 2012]
(3)
[Deleted by Act 34 of 2012]
(4)
Where there is a trustee for the holders of any debentures issued by a borrowing entity, the borrowing entity and each of its guarantor entities which has guaranteed the repayment of the moneys raised by the issue of those debentures must, whether or not any demand therefor has been made —
in writing provide the trustee, within 21 days after the creation of the charge, with the particulars of any charge created by the entity or the guarantor entity, as the case requires; and
when the amount to be advanced on the security of the charge is indeterminate, in writing provide the trustee, within 7 days after the advance, with particulars of the amount or amounts in fact advanced.
(5)
Where any such advance referred to in subsection (4)(b) is merged in a current account with bankers or trade creditors, it is sufficient for particulars of the net amount outstanding in respect of any such advance to be provided every 3 months.
(6)
The directors or equivalent persons of every borrowing entity and of every guarantor entity must cause to be made out and lodged with the trustee for the holders of the debentures, if any —
a profit and loss account for the first 6 months of every financial year of the entity and a balance sheet as at the end of that period, not later than 3 months after the expiration of the period of 6 months; and
a profit and loss account for every financial year of the entity and a balance sheet as at the end of that period, not later than 5 months after the expiration of that financial year.
(6A)
Any person who provides any information contained in a profit and loss account or balance sheet required under subsection (6) must use due care to ensure that the information is not false or misleading in any material particular.
(7)
Any person who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(7A)
Any person who contravenes subsection (6A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.
(8)
Sections 201(8), (9), (10), (12), (13), (14), (15) and (16) and 207(1), (2) and (7) of the Companies Act 1967 are, with such adaptations as are necessary, applicable to every profit and loss account and balance sheet made out and lodged under subsection (6) as if that profit and loss account and balance sheet were financial statements referred to in those sections.
(9)
Where the directors or equivalent persons of a borrowing entity, or the directors or equivalent persons of a guarantor entity, do not lodge with the trustee the profit and loss accounts and balance sheets as required under subsection (6) within the time prescribed under that subsection, the trustee must immediately lodge notice of that fact with the Authority.
(10)
Despite anything in subsection (8) —
a profit and loss account and balance sheet of a borrowing entity or its guarantor entity required to be made out and lodged in accordance with subsection (6)(a) need not be audited; and
a profit and loss account and balance sheet of a borrowing entity or its guarantor entity required to be made out and lodged in accordance with subsection (6)(b) need not be audited, or the audit thereof may be of a limited nature or extent, if the trustee for the holders of the debentures of the borrowing entity has, by written notice, consented to the audit being dispensed with or being of a limited nature or extent, as the case may be.
(11)
Where the trustee has by written notice given the trustee’s consent under subsection (10), the directors or equivalent persons of the borrowing entity, or the directors or equivalent persons of the guarantor entity, in respect of whose profit and loss account and balance sheet the notice was given, must lodge with the Authority a copy of the notice at the time when the profit and loss account and balance sheet to which the notice relates are lodged with the Authority.
(12)
Despite anything in this section, a profit and loss account and balance sheet of a borrowing entity or its guarantor entity required to be made out and lodged in accordance with subsection (6) may, unless the trustee for the holders of the debentures of the borrowing entity otherwise requires in writing, be based upon the value of the stock in trade of the borrowing entity or the guarantor entity (as the case may be) as reasonably estimated by the directors or equivalent persons of the borrowing entity or guarantor entity.
(13)
The estimation of the directors or equivalent persons referred to in subsection (12) must be made on the basis of the values of such stock in trade as adopted for the purpose of the profit and loss account and balance sheet of that entity laid before the entity at its last preceding annual general meeting and certified in writing by the directors or equivalent persons as such.