Singapore legislation
Clause 169
Clause 169
Profit and loss account, balance-sheet and directors’ report
(1)
The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year at intervals of not more than fifteen months lay before the company at its annual general meeting a profit and loss account for the period since the preceding account (or in the case of the first account, since the incorporation of the company) made up to a date not more than six months before the date of the meeting.[U.K.ss. 148, 149, 156, 157.][Aust. s. 162.]
(2)
Notwithstanding the provisions of subsection (1) of this section the Registrar on application by the company, if for any special reason he thinks fit so to do, may extend the periods of eighteen months and fifteen months referred to in that subsection and with respect to any year extend the period of six months referred to in that subsection, notwithstanding that that period is so extended beyond the calendar year.
(3)
The directors of every company shall cause to be made out, and to be laid before the company at its annual general meeting with the profit and loss account required by subsection (1) of this section a balance-sheet as at the date to which the profit and loss account is made up.
(4)
The profit and loss account and the balance-sheet of a company shall be duly audited before they are laid before the company at its annual general meeting as required by this section.
(5)
The directors of a company shall cause to be attached to every balance-sheet made out pursuant to this section a report signed by or on behalf of the directors with respect to the state of the company’s affairs and if the company is a holding company with respect to the state of affairs of the holding company and all of its subsidiaries.
(6)
Each report to which subsection (5) of this section relates shall state with appropriate details —
whether or not the results of the operations of the company and of its subsidiaries in the period covered by the profit and loss account have in the opinion of the directors been materially affected by items of an abnormal character;
the amount, if any, which has been paid or declared or which they recommend should be paid by way of dividend;
whether or not any circumstances have arisen which render adherence to the existing method of valuation of assets or liabilities of the company misleading or inappropriate;
whether any contingent liabilities which have not been discharged have been undertaken by the company or by any of its subsidiaries in the period covered by the profit and loss account and, if so, the amount thereof and whether or not any such contingent liability has become enforceable or is likely to become enforceable within the succeeding period of twelve months which will materially affect the company in its ability to meet its obligations as and when they fall due;
the amount, if any, which they propose to carry to the reserve fund, general reserve or reserve account shown specifically on the balance-sheet or to a reserve fund general reserve or reserve account to be shown specifically on a subsequent balance-sheet; and
where the directors are of the opinion that the total of the current assets would not at least realize the value at which they are shown in the accounts of the company their opinion as to the amount that those current assets might reasonably be expected to realize in the ordinary course of business of the company.
(7)
In subsection (6) of this section without affecting the generality of the expression “items of an abnormal character” that expression includes —
any change in accounting principles adopted since the last report;
any transfers to or from reserves or provisions;
any writing off of substantial amounts of bad debts;
any change in the basis of valuation of the whole or any part of the trading stock or of the whole or any part of the work in progress;
any item of an unusual nature or value which appears in the accounts; and
any absence from the accounts of any material item usually included therein.
(8)
Where any option has been granted during the period covered by the profit and loss account to take up unissued shares of a company the report required by subsection (5) of this section shall state —
the name of the person to whom the option has been granted;
the number and class of shares in respect of which the option has been granted;
the date of expiration of the option;
the basis upon which the option may be exercised; and
whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company.
(9)
Each report required by subsection (5) of this section shall specify —
particulars of shares issued during the period to which the report relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period;
the number and class of unissued shares of the company under option as at the end of that period, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights, if any, of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company; and
the number of shares in the company held by each director at the commencement of the period covered by the profit and loss account and at the end of that period and the total of the shares bought and sold by each director during that period.
(10)
The provisions of paragraph (a) of subsection (8) of this section shall not apply in any case where the option to take up shares of the company has been conferred generally on all the holders of a class of shares or debentures of the company.
(11)
Every balance-sheet referred to in subsection (3) of this section shall give a true and fair view of the state of affairs of the company as at the end of the period to which it relates and every profit and loss account referred to in subsection (1) of this section shall give a true and fair view of the profit or loss of the company for the period of accounting as shown in the accounting and other records of the company, and without affecting the generality of the foregoing, every such balance sheet and profit and loss account shall comply with the requirements of the Ninth Schedule so far as applicable thereto.
(12)
Every balance-sheet and profit and loss account laid before a company in general meeting (including any consolidated balance-sheet and consolidated profit and loss account annexed to the balance-sheet and profit and loss account of a holding company) shall be accompanied by a statement signed on behalf of the directors by two directors of the company, stating that in their opinion —
the profit and loss account and, where applicable the consolidated profit and loss account, is or are drawn up so as to give a true and fair view of the results of the business of the company and, if applicable, of all the companies the accounts of which are dealt with in the consolidated profit and loss account for the period covered by the account or accounts; and
the balance-sheet and, where applicable, the consolidated balance-sheet, is or are drawn up so as to exhibit a true and fair view of the state of affairs of the company and, if applicable, of all the companies the affairs of which are dealt with in the consolidated balance-sheet as at the end of that period.
(13)
Every balance-sheet and profit and loss account of a company laid before the company in general meeting (including any consolidated balance-sheet and consolidated profit and loss account annexed to the balance-sheet and profit and loss account of a holding company) shall be accompanied by a statutory declaration by the secretary or other officer responsible for the accounting records and for the financial management of the company setting forth his opinion as to the correctness or otherwise of the balance-sheet and profit and loss account and, where applicable, the consolidated balance-sheet and consolidated profit and loss account.
(14)
Any document (other than 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) shall not contain any direct or indirect representation that the company has any reserve unless the representation is accompanied —
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
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.
(15)
To the extent that any company registered under any written law relating to insurance is required to prepare balance-sheets, revenue accounts and profit and loss accounts in the form prescribed by that law, the company shall be deemed to have complied with the requirements of subsections (5) to (14) of this section and the Ninth Schedule if its balance-sheet and profit and loss account is made out in accordance with that law but if the company carries on business other than insurance business in so far as that law does not require the company to deal with any matters which are required to be dealt with under the Ninth Schedule, it shall be necessary for the company to comply with the provisions of this section and the Ninth Schedule.
(16)
The provisions of this Act relating to the form and content of the report of the directors and the annual balance-sheet and profit and loss account shall apply to a banking corporation with such modifications and exceptions as are determined either generally or in any particular case by the Minister.