Clause 70

In this Schedule —

“reserve” does not include any amount written off or retained by way of providing for depreciation, renewal or diminution in value of assets or retained by way of providing for any known liability, or any amount set aside for the purpose of its being used to counter the effect of undue fluctuations in charges for taxation;

a reference to a financial year in relation to consolidated accounts of a holding company is — where the financial year of any one or more of the companies in the group of companies does not end on the date on which the financial year of the holding company ends — a reference to the financial year of the holding company and the financial year of each other company in the group of companies that does not end on that date.(2) The term “reserve” shall not be included in any accounts or consolidated accounts to describe any amount which is excluded by subparagraph (1) from the meaning of that term for the purposes of this Schedule.2.—

There shall be shown separately in the accounts or consolidated accounts (whether by way of note or otherwise), in addition to any other matters necessary to present a true and fair view of the profit or loss of the company, or of the company and its subsidiaries —

the amounts of income received or due and receivable as dividends from —

quoted investments in subsidiaries;

unquoted investments in subsidiaries;

quoted equity investments in companies other than subsidiaries;

unquoted equity investments in companies other than subsidiaries;

other quoted investments; and

other unquoted investments;

the amounts of income received, or due and receivable, as interest on debentures, deposits, loans or advances, from —

the holding company;

subsidiaries; and

other related corporations;

the amount of —

any profit arising from the sale of assets (other than current assets); and

any profit arising from the revaluation of assets (other than current assets),and, in respect of each such profit, a statement whether it has been brought into account in determining the net amount of the profit or loss of the company or the company and its subsidiaries;

the amount of any other profit arising otherwise than in the ordinary course of business;

the amounts of interest paid, or due and payable, on debentures, deposits, loans or advances or otherwise to —

the holding company;

subsidiaries;

other related corporations; and

other persons;

the amount of —

any loss arising from the sale of assets (other than current assets); and

any loss arising from the revaluation of assets (other than current assets),and, in respect of each such loss, a statement whether it has been brought into account in determining the net amount of the profit or loss of the company or of the company and its subsidiaries;

the amount of any other loss arising otherwise than in the ordinary course of business;

the amount charged for, or set aside to a provision for, depreciation, diminution in value or amortisation of —

fixed assets;

investments; and

intangible assets;

the amount charged for, or set aside for, the renewal or replacement of fixed assets;

in respect of each class of debtors’ accounts shown separately in the accounts or consolidated accounts —

the amount of bad debts written off in the profit and loss account; and

the amount of bad debts written off against any provision, reserve or other account, stating the name of the provision, reserve or account and the amount written off against it;

in respect of each class of debtors’ accounts shown separately in the accounts or consolidated accounts, the amount set aside to any provision for doubtful debts;

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;

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.(2) There shall also be shown in the accounts or consolidated accounts in respect of the financial year (whether by way of note or otherwise) the amount set aside for the payment of income tax attributable to the financial year and separately the amount attributable to succeeding years.

the amount of unappropriated profits or accumulated losses (however described) at the beginning of the financial year;

the net amount of profit or loss after providing for payment of income tax attributable to the financial year;

any amount set aside to any provision for the payment of income tax attributable to a period other than the financial year;

any amount set aside or proposed to be set aside to any reserve stating the origin of that amount;

any amount withdrawn, or proposed to be withdrawn, from any reserve;

any amount set aside to a provision (other than a provision specifically provided for in this Schedule);

any amount withdrawn from any provision where the amount withdrawn was not applied for the purposes of the provision;

any amount set aside for redemption of share capital or of loans;

the amount of dividends paid during the financial year and the amount of dividends proposed to be paid, excluding any amount shown in a profit and loss account or balancesheet relating to a previous financial year as an amount proposed to be paid by way of dividends;

the amount of any appropriation or adjustment which affects the amount of unappropriated profits or accumulated losses at the end of the financial year; and

the amount of unappropriated profits or accumulated losses (however described) at the end of the financial year.

There shall be shown separately in the accounts or consolidated accounts as at the end of the financial year (whether by way of note or otherwise) —

the amount and particulars of authorised and issued capital, calls in arrear and paid-up capital, a distinction being drawn in those amounts and particulars between any different classes of shares;

where any part of the capital consists of preference shares —

the rate of dividend on each class of preference shares;

the amount of arrears of dividend on each class of preference shares;

whether the preference shares are cumulative, non-cumulative, participating or non-participating;

whether the preference shares are to be redeemed or at the option of the company are liable to be redeemed; and

if the preference shares are to be redeemed or at the option of the company are liable to be redeemed — the date on or before which they are to be redeemed or are liable to be redeemed, the earliest date on which the company has power to redeem them, and the amount of the premium (if any) at which they are to be redeemed or are liable to be redeemed;

the amount of capital which is not capable of being called up except in the event of, and for the purposes of, the winding up of the company;

the amount of capital upon which interest has been paid out of capital during the financial year (and the rate of interest so paid);

the amount of reserves of all descriptions, a separate amount being shown for each class;

the amount of the share premium account;

the amount of unappropriated profits or accumulated losses (if any) as shown under paragraph 3(k), any accumulated losses (insofar as they have not been written off) being shown as a deduction from the amount of paid-up capital and reserves;

the amount and particulars of provisions, there being shown separately —

the amount of any provision for depreciation, diminution in value or amortisation of assets shown as deductions from the amounts of the respective assets;

the amount of any provision for doubtful debts shown as deductions from the amounts of the respective debtors’ accounts to which the provision relates;

the amount of provision for income tax, a distinction being drawn between the amount provided for current liability and that provided for future liability, and any amount provided for the purpose of its being used to counter the effect of undue fluctuations in liability for income tax being shown separately; and

the amount and purpose of any other provision shown, if appropriate, as a deduction from the amount of the asset to which the provision relates.(2) There shall be shown in the accounts or consolidated accounts as at the end of the financial year (whether by way of note or otherwise) the amounts and descriptions of all current liabilities and non-current liabilities, under headings appropriate to the business of the company or of the company and its subsidiaries, and arranged in classes under those headings according to their nature or function in the business, the following being shown separately:

bank loans;

bank overdrafts;

debentures held by —

subsidiaries;

the holding company;

other related corporations; and

other persons;

the amount due to trade creditors and on bills payable;

other amounts payable to —

subsidiaries;

the holding company; and

other related corporations;

the aggregate amount, or estimated aggregate amount, and particulars of capital expenditure contracted for, so far as the amount has not been provided for;

the amounts and descriptions of other liabilities and particulars of their nature.(3) There shall be shown in the accounts or consolidated accounts, if not otherwise shown, as at the end of the financial year (whether by way of note or otherwise), contingent liabilities, with a statement as to the general nature thereof and, so far as practicable, the maximum amount, or an estimate of the maximum amount, for which the company or the company and its subsidiaries could become liable in respect thereof.(4) There shall be shown separately in the accounts or consolidated accounts as at the end of the financial year (whether by way of note or otherwise) the amounts and descriptions of all fixed assets, intangible assets, current assets, investments and assets of any other kind, under headings appropriate to the business of the company or of the company and its subsidiaries, and arranged in classes under those headings according to their nature or function in the business, the following being shown separately —

cash at bank and in hand;

stock on hand;

work in progress;

government and other public debentures, stock and bonds;

shares in —

the holding company;

subsidiaries;

other related corporations; and

other corporations;

debentures of —

the holding company;

subsidiaries;

other related corporations; and

other corporations;

the amount due from trade debtors and on bills receivable;

other amounts receivable from —

the holding company;

subsidiaries;

other related corporations; and

other persons;

the total amount outstanding of any loans made, guaranteed or secured by the company or by the company and its subsidiaries, being loans made to the directors of the company or of a related corporation, or loans made to any other corporation in which a director or directors of the company, or of a related corporation, owns or own a controlling interest;

the aggregate of the amounts of any items of goodwill and of any patents and trade marks, to the extent that they have not been written off;

the amounts of each of the following, to the extent that they have not been written off:

preliminary expenses;

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

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

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

sums allowed by way of discount on any issue of shares; and

the amounts and descriptions of other assets, with particulars of their nature.6.—

In respect of the liabilities or contingent liabilities shown in the accounts or consolidated accounts being a liability the payment of which is secured by a charge on assets of the company or of the company and its subsidiaries, whether registered or unregistered, there shall be shown a statement that they are so secured and the extent to which they were secured, and such liabilities or contingent liabilities shall be distinguished from any other liabilities or contingent liabilities the payment of which are not so secured.(2) Current liabilities and current assets shall be clearly distinguished from other liabilities and assets.(3) Where by reason of the manner in which the records of a company were kept before the date of commencement of the Companies (Amendment) Act 1986 it is not possible to show separately the amounts of any classes of assets or liabilities required by this Schedule to be separately shown, there shall be shown the total amount of assets or liabilities of those classes acquired or incurred before that date, and the separate amounts of assets or liabilities of those classes acquired or incurred after that date.7.—

In respect of all fixed assets, investments, stock on hand and work in progress shown in the balance-sheet there shall be stated the method of arriving at the amount thereof, and when more than one method is used a separate total shall be shown in respect of each of the methods used.(2) There shall be shown in respect of each class of fixed assets or investments referred to in the accounts or consolidated accounts —

the cost thereof, or (at the option of the directors) where they have been valued, the amount thereof as so valued, and, where the valuation applies only to part of such a class, separate totals for such of the assets as have been valued and for the remainder of the assets of that class;

the aggregate amount provided or written off for depreciation, diminution in value or amortisation in respect of each class or part of a class since the date of acquisition or valuation, as the case may be; and

the difference between the amounts shown under items (a) and (b).(3) For the purposes of sub-paragraph (2), the net amount at which any assets stood in the company’s records at the date of commencement of the Companies (Amendment) Act 1986 (after deduction of the amounts previously provided or written off for depreciation, diminution in value or amortisation) shall, if the figures relating to the period before that date cannot be obtained without unreasonable expense or delay, be treated, until a valuation is made, as if it were the amount of a valuation of those assets made on the date of that date, and where any of those assets are sold, that net amount (less the net amount at which the assets sold stood in the records as at that date, or if no separate amount is available, their estimated value as at that date) shall be treated as if it were the amount of a valuation of the remaining assets made on that date.(4) Sub-paragraph (2)(b) and (c) does not apply to fixed assets the replacement of which is dealt with wholly or partly —

by making any provision for renewal or replacement and charging the cost of renewal or replacement against that provision; or

by charging the cost of renewal or replacement directly against revenue,but in respect of those assets there shall be stated —

the method by which their renewal or replacement is dealt with; and

the aggregate amount of the provisions (if any) made for renewal or replacement and not used.(5) If any investments of a class for which paragraph 5(4) (d), (e) or (f) requires a separate amount to be shown are quoted on the Singapore Stock Exchange or a foreign stock exchange, a separate total shall be shown for the quoted investments of each class, and there shall also be shown the aggregate quoted market value, calculated on the official quotation of that exchange, of the quoted investments of each class.(6) Where the amount of any fixed asset or investment (other than an investment the quoted market value of which has been included in an aggregate market value in accordance with sub-paragraph (5)) is shown at a valuation or at a valuation less amounts written off, there shall be shown (whether by way of note or otherwise) the date of the valuation, and whether the valuation was made by an officer of the company or of a related corporation or by a person not being such an officer.(7) If the valuation referred to in sub-paragraph (6) was made by a person not being such an officer, the name of the person who valued it and particulars of his qualifications shall be shown in the first accounts in which reference is made to the valuation.(8) For the purposes of sub-paragraph (6), the expression “officer’s valuation” may be used to indicate a valuation made by an officer of the company or of a related corporation, and the expression “independent valuation” may be used to indicate a valuation made by a person not being such an officer.(9) In addition to any other information required to be shown, there shall be shown separately (whether by way of note or otherwise), in respect of land or interests in land acquired or held for sale or resale to the extent to which they have not been written off —

the total cost of acquisition (exclusive of any costs of surveys, roads and drainage and other development expenses);

the total of all development costs incurred to date; and

the total of all rates, property taxes, interest and other similar overhead expenditure capitalised.

not later than two years;

later than two years but not later than 5 years; and

later than 5 years,after the end of the financial year.9.—

Consolidated accounts of a holding company shall state (whether by way of note or otherwise) —

the name and place of incorporation of each subsidiary, and if any business of the subsidiary is carried on in a country other than Singapore, the name of that country;

the amount of the holding company’s investment in each class of the share capital of each subsidiary;

the percentage of each class of the shares in each subsidiary held by the holding company; and

where the financial year of a subsidiary does not coincide with the financial year of the holding company, the date on which the financial year of the holding company, the date on which the financial year of the subsidiary ends.(2) Where any consolidated accounts are to be laid before a holding company at its Annual General Meeting, transactions and balances between the corporations covered by the consolidated accounts shall be eliminated in determining any amounts to be stated in the consolidated accounts.(3) Subject to sub-paragraph (4) where separate accounts of a subsidiary are to be laid before the holding company at its Annual General Meeting as part of the consolidated accounts, the accounts of the subsidiary shall, as far as practicable, be in the same form as the accounts of the holding company.(4) In the case of a subsidiary incorporated outside Singapore (whether or not it has established a place of business in Singapore) it shall be sufficient compliance with sub-paragraph (3) if the accounts of the subsidiary —

are in such form;

are reported on by an auditor in such manner;

contain such particulars; and

include or are accompanied by such documents, if any, as is or are required by the law of its place of incorporation concerning accounts to be laid before the subsidiary in general meeting.(5) Where consolidated accounts are prepared, otherwise than as one set of consolidated accounts covering the group, the directors of the holding company shall certify on, or in a certificate attached to, the accounts —

that the preparation of one such set of consolidated accounts is impracticable or that it is preferable, in the interests of the shareholders, that the accounts be prepared in the form in which they are prepared (as the case may be), for reasons to be stated in the certificate; and

that, in the opinion of the directors, the accounts so prepared are not significantly affected by transactions and balances between the corporations covered by the accounts, except to the extent stated in any notes forming part of the accounts.(6) Where any accounts included in consolidated accounts laid before a holding company at its Annual General Meeting are presented in a form or grouping different from that in which the immediately preceding consolidated accounts (if any) were so laid, the directors shall certify on, or in a certificate attached to, the accounts the names of the corporations the accounts of which have been so presented and the reasons for presenting them in that form or grouping.(7) A certificate under sub-paragraph (5) or (6) shall be signed by not less than two directors.

in every balance-sheet and in all notes attached to that balance-sheet the corresponding amounts as at the end of the immediately preceding financial year; and

in every profit and loss account and in all notes attached to that profit and loss account the corresponding amounts for the corresponding period of the immediately preceding financial year,and where the respective financial years are not equal in length, the periods covered shall be clearly indicated by way of note or otherwise.12.—

Where the accounts or consolidated accounts could be misleading by reason of a failure to explain the method used in dealing with, or calculating the amount of, any item or information included in or excluded from the accounts or consolidated accounts, there shall be stated (whether by way of note or otherwise) the method used to deal with, or calculate the amount of, the item or information.(2) Any sums which consist of or are in the nature of interest, accommodation charges, service charges, maintenance charges or insurance premiums, being income that has not been earned at the end of the financial year, shall not be included in the gross amount of debts owing to the company or the company and its subsidiaries unless that unearned income is shown as a deduction from that gross amount.(3) A short statement of the method by which the amount of unearned income has been calculated shall be included in the accounts or consolidated accounts (whether by way of note or otherwise).”.