Singapore legislation

Clause 11

of Companies (Amendment) Bill

Clause 11

Repeal and re-enactment of section 135

Section 135 of the Companies Act is hereby repealed and the following substituted therefor: —“General duty to make disclosure135.—

(1)

A director of a company shall give notice in writing to the company —

(a)

of such particulars relating to shares, debentures, participatory interests, rights, options, and contracts as are necessary for the purposes of compliance by the first-mentioned company with the provisions of section 134;

(b)

of particulars of any change in respect of the particulars referred to in paragraph (a) of this subsection of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change;

(c)

of such events and matters affecting or relating to himself as are necessary for the purposes of compliance by the company with any of the provisions of section 141 that are applicable in relation to him; and

(d)

if he is a director of a public company or of a subsidiary of a public company of the date when he attained or will have attained the age of seventy years.(2) A notice under subsection (1) of this section shall be given —

(a)

in the case of a notice under paragraph (a) of that subsection, within twenty-four hours after —

(i)

the commencement of the Companies (Amendment) Act, 1973;

(ii)

the date on which the director became a director; or

(iii)

the date on which the director became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,whichever last occurs;

(b)

in the case of a notice under paragraph (b) of that subsection, within twenty-four hours after the occurrence of the event giving rise to the change referred to in that paragraph; and

(c)

in the case of a notice under paragraph (d) of that subsection, within twenty-four hours after —

(i)

the commencement of the Companies (Amendment) Act, 1973; or

(ii)

the date on which the director became a director,whichever last occurs.(3) A company shall within seven days after it receives a notice given under subsection (1) of this section send a copy of the notice to each of the other directors of the company.(4) It is a defence to a prosecution for failing to comply with paragraph (a) or (b) of subsection (1) of this section or with subsection (2) of this section if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —

(a)

he was not so aware on the date of the information or summons;

(b)

he became so aware less than seven days before the date of the information or summons; or

(c)

he became so aware not less than seven days before the date of the information or summons and gave the notice under the relevent subsection within seven days after becoming so aware.(5) For the purposes of subsection (4) of this section a person shall conclusively be presumed to have been aware at a particular time of a fact or occurrence —

(a)

of which he would, if he had acted with reasonable diligence in the conduct of his affairs, have been aware at that time; or

(b)

of which a servant or agent of the person, being a servant or agent having duties or acting in relation to his master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he had acted with reasonable diligence in the conduct of his master’s or principal’s affairs, have been aware at that time.(6) In this section —

(a)

a reference to a participatory interest is a reference to an interest within the meaning of section 84; and

(b)

a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.(7) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 6A, except subsections (1) and (3) of that section, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.(8) Nothing in section 134 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134 as in force immediately before the commencement of the Companies (Amendment) Act, 1973.(9) Any director who fails to comply with subsection (1) or (2) of this section or any company that fails to comply with subsection (3) of this section shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding three years or to a fine not exceeding ten thousand dollars and in the case of a continuing offence to a further fine of one thousand dollars for every day during which the offence is continued after conviction.”.