Singapore legislation
Section 105
Section 105
Members of VCC entitled to financial statements, etc.
(1)
A copy of the financial statements or (in the case of a VCC that is a parent company) of the consolidated financial statements and balance sheet (including every document required by law to be attached to them), which is duly audited and which (or which, but for section 102) is to be laid before the VCC in general meeting, must be sent to all persons entitled to receive notice of general meetings of the VCC —
at least 14 days before the date of the meeting; or
if the VCC is not required to hold an annual general meeting because of section 78(1)(a), not later than 5 months after the end of the financial year to which the financial statements, or consolidated financial statements and balance sheet, relate.
(2)
The documents mentioned in subsection (1) must be accompanied by a copy of the auditor’s report on them.
(3)
Despite subsection (1)(a), the documents mentioned in subsections (1) and (2) may be sent less than 14 days before the date of the meeting if all the persons entitled to receive notice of general meetings of the VCC so agree.
(4)
On a request made to a VCC by —
any member of the VCC to whom the documents mentioned in subsections (1) and (2) have not been sent (whether or not the member is entitled to be sent such documents); or
any holder of a debenture,the VCC must, without charge, send to the member or holder the documents mentioned in subsections (1) and (2), as the case may be.
(5)
If subsection (1) or (4) is contravened, the VCC and every officer of the VCC who is in default (unless it is proved that the member or holder of a debenture in question has already made a request for and has been provided with a copy of the financial statements, or consolidated financial statements and balance sheet, and all documents mentioned in subsections (1) and (2)), shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000, and also to a default penalty.
(6)
In a case mentioned in subsection (1)(b), any member or auditor of the VCC may, by notice to the VCC not later than 14 days after the day on which the documents mentioned in subsections (1) and (2) were sent out, require that a general meeting be held for the purpose of laying those documents before the VCC.
(7)
Where a VCC is not required to hold an annual general meeting because of section 78(1)(b), any member or auditor of the VCC may, by notice to the VCC not later than 14 days after the day on which the documents mentioned in subsections (1) and (2) were sent out, require that a general meeting be held for the purpose of laying those documents before the VCC.
(8)
Section 78(5) applies, with the necessary modifications, to the giving of a notice under subsection (6) or (7).
(9)
The directors of the VCC must, within 14 days after the date of giving the notice in subsection (6) or (7), convene a meeting for the purpose mentioned in that subsection.
(10)
If subsection (9) is contravened —
each director in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000; and
the Court may, on application of the member or auditor, order a general meeting to be called.
(11)
Section 203A(1) to (7) of the Companies Act 1967 applies in relation to a VCC as it applies in relation to a company, subject to section 5 and the following modifications:
the reference in section 203A(1) of the Companies Act 1967 to section 203 of that Act is to subsections (1) to (10);
a reference in section 203A(1) and (4) of the Companies Act 1967 to copies of the documents mentioned in section 203(1) of the Companies Act 1967 is to copies of the documents mentioned in subsections (1) and (2);
the reference in section 203A(2) of the Companies Act 1967 to a member of a company or holder of a debenture entitled to be provided by the company with a copy of the documents mentioned in section 203(3) of the Companies Act 1967 is to a member of a VCC or holder of a debenture (as the case may be) mentioned in subsection (4);
the reference in section 203A(1), (5), (6) and (7) of the Companies Act 1967 to regulations is to regulations made under section 165.
(12)
Regulations made under section 165 may make provision to give effect to subsection (11), including the manner in which it is to be ascertained whether a member of a VCC wishes to receive copies of the documents mentioned in subsections (1) and (2) or does not wish to receive the summary financial statement under section 203A of the Companies Act 1967 as applied by subsection (11).