Singapore legislation

Schedule 9

of Companies Bill

Schedule 9

Accounts

NINTH SCHEDULESection 169, 326.Accounts Profit and Loss Account

1. There shall be shown in respect of the period of accounting —

(a)

the net balance of profit and loss on the company’s business;

(b)

the gross income from investments in subsidiaries of the company before deduction of income tax;

(c)

the gross income before deduction of income tax from other investments distinguishing between income received from any shares and debentures which are quoted listed or dealt in on any prescribed Stock Exchange in Singapore income received from any shares or debentures which are dealt in on any prescribed Stock Exchange outside Singapore and income received from other sources;

(d)

amounts (if any) charged for depreciation or amortization on —

(i)

investments;

(ii)

goodwill;

(iii)

fixed assets;

(e)

the amount of —

(i)

interest on the company’s debentures and fixed term loans;

(ii)

rent for land and buildings used by the company; and

(iii)

charges for the hire of plant and machinery used by the company;

(f)

any profit or loss arising from a sale or revaluation of fixed or intangible assets if brought into account in determining the company’s profit or loss;

(g)

the amounts, if material, set aside or proposed to be set aside to, or withdrawn from, reserves;

(h)

the amount, if material, set aside to provisions other than provisions for depreciation, renewals or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof;

(i)

the amounts respectively provided for redemption of share capital and for redemption of loans;

(j)

provision made for payment of income tax based on the profit for the period of accounting, distinguishing between tax payable before double taxation relief in Singapore and tax payable outside Singapore and showing separately any relief granted because of double taxation;

(k)

the aggregate amount of the dividends paid and the aggregate amount of the dividends proposed to be paid;

(l)

the total of the amount paid to the directors as remuneration for their services, inclusive of all fees, percentages, bonuses and commissions or other emoluments paid to or receivable by them by or from the company or by or from any subsidiary of the company, and inclusive of commission paid or payable for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in or debentures of the company or of its holding company or any subsidiary of the company:Provided that where a director or any firm of which the director is a member acts for the company in a professional capacity the amount paid to the director or to his firm for services rendered to the company in that capacity shall not be included in the aforesaid total but shall be shown separately whether by way of note or otherwise;

(m)

the total of the amount paid to or receivable by the auditors as remuneration for their services as auditors, inclusive of all fees, percentages or other payments or consideration given, by or from the company or by or from any subsidiary of the company; and

(n)

any exceptional credits or charges arising from previous years but earned or incurred in the period of accounting.Balance-sheet2.—

(1)

There shall be shown as at the end of the period of accounting —

(a)

the amount of authorized capital and particulars of issued capital distinguishing between classes of shares and specifying by way of note to the balance-sheet any portion of the share capital which has not already been called up and which is not capable of being called up except in the event and for the purposes of the company being wound up and stating the rates of dividend, and whether participating or cumulative or both, attaching to shares other than ordinary shares, and stating amount of calls in arrear in each class;

(b)

the part of the issued capital that consists of redeemable preference shares, the date on or before which these shares are, or are liable, to be redeemed and the earliest date on which the company has power to redeem those shares (showing by note or otherwise whether the redemption is optional to or obligatory on the company) and the amount of the premium (if any) at which those shares are redeemable;

(c)

so far as the information is not given in the profit and loss account, any share capital on which interest has been paid out of capital during the financial year, and the rate at which interest has been so paid;

(d)

the amount of the share premium account;

(e)

particulars of any redeemed debentures which the company has power to re-issue;

(f)

under separate headings, so far as they are not written off —

(i)

the preliminary expenses;

(ii)

any expenses incurred in connexion with any issue of shares or debentures;

(iii)

any sums paid by way of commission in respect of any shares or debentures;

(iv)

any sums allowed by way of discount in respect of any debentures;

(v)

the amount of the discount allowed on any issue of shares at a discount; and

(vi)

if the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from the books of the company, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property — the said amount so shown or ascertained;

(g)

the reserves, provisions, liabilities, fixed assets and current assets classified separately under headings appropriate to the company’s business showing separately the provision for taxation and stating the method used to arrive at the amount of assets under each heading but —

(i)

where the amount of any class is not material, it may be included under the same heading as some other class;

(ii)

where any assets of one class are not separable from assets of another class, those assets may be included under the same heading; and

(iii)

where any assets cannot truly and fairly be shown as either fixed assets or current assets, those assets may be included separately under an appropriate heading;

(h)

under separate headings, stating the method used to arrive at the amount of the investments under each heading and showing the quoted market values of investments which are quoted, listed or dealt in on any prescribed stock exchange in Singapore or elsewhere —

(i)

investments in Singapore Government securities;

(ii)

investments in other Government municipal or public debentures stock or bonds;

(iii)

investments in subsidiaries of the company;

(iv)

investments in shares of corporations (not being subsidiaries of the company) which are quoted, listed or dealt in on any prescribed stock exchange in Singapore or elsewhere;

(v)

investments in shares of corporations (not being subsidiaries of the company) which are not so quoted, listed or dealt in on any such prescribed stock exchange;

(vi)

investments in debentures of and deposits with corporations (not being subsidiaries of the company) which are quoted, listed or dealt in on any prescribed stock exchange in Singapore or elsewhere;

(vii)

investments in debentures of and deposits with corporations (not being subsidiaries of the company) which are not so quoted, listed or dealt in on any such prescribed stock exchange;

(viii)

other investments in corporations; and

(ix)

other investments;

(i)

under separate headings —

(i)

amounts owing by subsidiaries of the company;

(ii)

trade debts and bills receivable (other than amounts owing by subsidiaries of the company);

(iii)

the amount outstanding of any loan made, guaranteed or secured by the company, being a loan made to a director of the company or of a corporation which is deemed by virtue of section 6 of the Act to be related to the company or a loan made to another corporation in which a director of the company or of a company which is so deemed to be related to the company owns a controlling interest; and

(iv)

other debts owing to the company,and where any amounts or debts shown under such a heading include any sums which consist of or are in the nature of interest, accommodation charges, service charges, maintenance charges or insurance premiums those sums shall except to the extent that they have become due and payable and have been demanded be shown as a deduction from the amounts or debts shown under that heading;

(j)

balance of profit and loss account;

(k)

debentures (showing separately amounts that are redeemable not later than twelve months after the date to which the accounts are made up and amounts that are redeemable later than twelve months after that date);

(l)

liabilities (other than debentures, bank loans and overdrafts) secured by any charge on the assets whether registered or not (showing separately the aggregate of the amounts that are payable not later than twelve months after the date to which the accounts are made up and the aggregate of the amounts that are payable later than twelve months after that date);

(m)

bank loans and overdrafts distinguishing between those which are secured and those which are unsecured;

(n)

amounts borrowed without security (showing separately the aggregate of the amounts that are or may be repayable not later than twelve months after the date to which the accounts are made up and the aggregate of the amounts that are repayable later than twelve months after that date);

(o)

amounts owing to subsidiaries of the company;

(p)

amounts owing to trade creditors (other than amounts owing to subsidiaries of the company);

(q)

other amounts owing by the company;

(r)

under separate headings (to be stated by way of note if not otherwise shown) —

(i)

contingent liabilities unsecured;

(ii)

contingent liabilities secured upon the company’s assets; and

(iii)

where practicable, the aggregate amount, if it is material, of contracts for capital expenditure, so far as that amount has not been provided for; and

(s)

arrears of dividends on preference shares.(2) For the purposes of this clause, where more than one method is used to arrive at any amount shown in the balance-sheet, there shall be shown in the balance-sheet a separate total in respect of each of the methods so used.(3) There shall be shown by way of note or otherwise on the balance-sheet of every company which is a borrowing corporation or a guarantor corporation a schedule setting out separately estimates of the amounts of the liabilities payable by and the debts payable to the company —

(a)

not later than two years;

(b)

later than two years but not later than five years; and

(c)

later than five years,calculated from the date to which the balance-sheet of the company was made up.3.—

(1)

The method of arriving at the amount of any investment or fixed asset shall, subject to sub-paragraph (2) of this paragraph, be to take the difference between —

(a)

its cost or, if it stands in the company’s books at a valuation other than cost, the amount of the valuation; and

(b)

the aggregate amount provided or written off since the date of acquisition or valuation as the case may be, for depreciation or diminution in value.(2) For the purposes of this paragraph the net amount at which any assets stand in the company’s books at the date of the coming into operation of the Act (after deduction of the amounts previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before the date of the coming into operation of the Act cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of the valuation of those assets made at the date of the coming into operation of the Act, and where any of those assets are sold, the said net amount less the amount of the sales shall be treated as if it were the amount of a valuation so made of the remaining assets.(3) Sub-paragraph (1) of this paragraph shall not apply —

(a)

to assets for which the figures relating to the period beginning with the date of the coming into operation of the Act cannot be obtained without unreasonable expense or delay; or

(b)

to assets the replacement of which is provided for wholly or partly —

(i)

by making provision for renewals and charging the cost of replacement against the provision so made; or

(ii)

by charging the cost of replacement direct to revenue; or

(c)

to any investments of which the market value (or, in the case of investments not having a market value, their value as estimated by the directors) is shown either as the amount of the investments or by way of note; or

(d)

to goodwill, patents or trade marks.(4) For the assets under each heading whose amount is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown —

(a)

the aggregate of the amounts referred to in paragraph (a) of that sub-paragraph; and

(b)

the aggregate of the amounts referred to in paragraph (b) thereof.(5) As respects the assets under each heading whose amount is not arrived at in accordance with sub-paragraph (1) of this paragraph because their replacement is provided for as mentioned in sub-paragraph (3)(b) of this paragraph, there shall be stated —

(a)

the means by which their replacement is provided for; and

(b)

the aggregate amount of the provisions (if any) made for renewals and not used.Holding and SUbsidiary Companies4.—

(1)

There shall be annexed to the profit and loss account of every holding company —

(a)

a separate profit and loss account for each subsidiary of the company; or

(b)

a consolidated profit and loss account of the holding company and of its subsidiaries eliminating all inter-company transactions; or

(c)

a consolidated profit and loss account of the holding company and of some of its subsidiaries eliminating all inter-company transactions and a separate profit and loss account for each subsidiary the accounts of which are not included in the consolidated profit and loss account; but in any such case the directors shall disclose by way of note on the consolidated profit and loss account their reasons for not causing the accounts of such one or more subsidiaries to be consolidated.(2) There shall be clearly stated (by way of note or otherwise) either in the profit and loss account of the holding company or in any document annexed thereto pursuant to sub-paragraph (1) of this paragraph the name and place of incorporation of each subsidiary to which that profit and loss account or other document relates.(3) There shall be annexed to the balance-sheet of every holding company —

(a)

a balance-sheet of each subsidiary of the company; or

(b)

a consolidated balance-sheet of the holding company and of its subsidiaries eliminating all inter-company balances; or

(c)

a consolidated balance-sheet of the holding company and of some of its subsidiaries eliminating all inter-company balances and a separate balance-sheet for each subsidiary the assets and liabilities of which are not included in the consolidated balance-sheet: but in any such case the directors shall disclose by way of note on the consolidated balance-sheet their reasons for not causing the assets and liabilities of such one or more subsidiaries to be consolidated.(4) Such profit and loss accounts and balance-sheets shall be in the same form as the profit and loss account and balance-sheet of the holding company and shall be accompanied by the auditor’s report thereon.(5) In the case of a subsidiary company incorporated in a country outside Singapore whether it has or has not established a place of business in Singapore, which is a country which has been declared by the Minister by notice published in the Gazette to be a country to which this sub-paragraph applies, it shall be sufficient if the separate profit and loss account or balance-sheet (as the case requires) of such subsidiary company is in such form and is so reported upon by auditors and contains such particulars and includes such documents (if any) as the company is required to make out and lay before the company in general meeting by the law for the time being applicable to such company in the place where it is incorporated.(6) If the auditor’s report on the balance-sheet or profit and loss account of a subsidiary company is qualified in any way, the separate balance-sheet of the subsidiary company or the consolidated balance-sheet of the holding company (as the case may be) shall contain particulars of the manner in which the report is qualified.(7) There shall be shown under separate headings in the balance-sheet of every subsidiary company the amounts owed by the subsidiary to its holding company and to corporations which are by virtue of section 6 of the Act deemed to be related to it, the amounts owed by such holding company and by such corporations to it, and the extent of its holding of shares in its holding company and in such corporations.(8) This paragraph shall not apply to a subsidiary which would not be a subsidiary but for the operation of sub-paragraph (i) or (ii) of paragraph (a) of subsection (1) of section 5 of the Act.General5.—

(1)

All amounts shown in profit and loss accounts and balance-sheets shall be quoted in Malaysian currency, and not otherwise.(2) Except in the case of the first balance-sheet or profit and loss account laid before the company after the date of the coming into operation of the Act, there shall be shown in every balance-sheet and profit and loss account the corresponding amounts for all items shown in the balance-sheet or profit and loss account last laid before the company in general meeting.(3) Every profit and loss account or balance-sheet shall state by way of note if any conversion into Malaysian currency has been made for the purposes of the profit and loss account and balance-sheet the basis of the conversion of the other currency into Malaysian currency.[U.K. 1948 C. 38. Eighth Schedule.][Aust. 9th Schedule.]