Clause 33

The trustee‑manager of a registered business trust must lay before the unitholders of the registered business trust at their annual general meeting the financial statements of the registered business trust for the financial year in respect of which the annual general meeting is held.(2) Subject to subsections (9) to (12), the trustee‑manager of a registered business trust must ensure that the financial statements mentioned in subsection (1) comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the registered business trust.(3) Subject to subsections (9) to (12), the trustee‑manager of a registered business trust which is a parent business trust at the end of its financial year need not comply with subsection (1) but must cause to be made up and laid before the unitholders of the registered business trust at their annual general meeting —

consolidated financial statements dealing with the financial position and performance of the group for the financial year in respect of which the annual general meeting is held; and

a balance sheet dealing with the state of affairs of the parent business trust at the end of its financial year,each of which complies with the requirements of the Accounting Standards and gives a true and fair view of the matters mentioned in paragraph (a) or (b) (as the case may be) so far as it concerns the unitholders of the registered business trust.(4) The trustee‑manager of a registered business trust must (before the financial statements mentioned in subsection (1) and the balance sheet mentioned in subsection (3)(b) are made up) take reasonable steps —

to —

ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts; and

cause all known bad debts to be written off and adequate provision to be made for doubtful debts;

to ascertain whether any current assets (other than current assets to which paragraph (a) applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the registered business trust and, if so, to cause —

those assets to be written down to an amount which they might be expected so to realise; or

adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realise; and

to ascertain whether any non-current asset is shown in the books of the registered business trust at an amount which, having regard to its value to the registered business trust as a going concern, exceeds the amount which would be recoverable over its useful life or on its disposal and (unless adequate provision for writing down that asset is made) to cause to be included in the financial statements any information and explanations that will prevent the financial statements from being misleading by reason of the overstatement of the amount of that asset.(5) The trustee‑manager of a registered business trust must cause —

the financial statements to be duly audited before they are laid before the unitholders of the registered business trust at their annual general meeting as required by this section; and

the auditor’s report required by section 84 to be attached to or endorsed upon those financial statements.(6) The trustee‑manager of a registered business trust must —

take reasonable steps to ensure that the financial statements are audited as required by this Part at least 14 days before the annual general meeting of the unitholders of the registered business trust, unless all the persons entitled to receive notice of general meetings of the unitholders of the registered business trust agree that the financial statements may be audited as required by this Part less than 14 days before the annual general meeting of the unitholders of the registered business trust; and

cause to be attached to the financial statements the auditor’s report that is provided to the trustee‑manager under section 84(2).(7) In subsections (5) and (6), “financial statements”, in relation to a registered business trust, means —

in the case where the registered business trust is not a parent business trust — the financial statements required to be laid before the unitholders of the registered business trust at their annual general meeting under subsection (1); or

in the case where the registered business trust is a parent business trust — the consolidated financial statements of the group and the balance sheet of the parent business trust required to be laid before the unitholders of the registered business trust at their annual general meeting under subsection (3).(8) Where at the end of a financial year a registered business trust is the subsidiary of a corporation or another registered business trust, the trustee‑manager of the subsidiary must state in, or in a note as a statement annexed to, the financial statements laid before the unitholders of the subsidiary at their annual general meeting the name of the corporation or registered business trust which is its ultimate parent corporation or ultimate parent business trust.(9) The financial statements or consolidated financial statements of a registered business trust need not comply with any requirement of the Accounting Standards for the purposes of subsection (1) or (3), if the trustee‑manager of the registered business trust has obtained the approval of the Authority to such non‑compliance.(10) Where any financial statements or consolidated financial statements prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1) or (3), would not give a true and fair view of any matter required by this section to be dealt with in the financial statements or consolidated financial statements, the financial statements or consolidated financial statements need not comply with that requirement to the extent that this is necessary for them to give a true and fair view of the matter.(11) In the event of any non‑compliance with a requirement of the Accounting Standards mentioned in subsection (10), the trustee‑manager of a registered business trust must include in the financial statements or consolidated financial statements, as the case may be —

a statement by the auditor of the registered business trust that the auditor agrees that such non‑compliance is necessary for the financial statements or consolidated financial statements (as the case may be) to give a true and fair view of the matter concerned;

particulars of the departure, the reason for it and its effect, if any; and

any further information and explanations that will give a true and fair view of that matter.(12) The Authority may, by order in the Gazette, in respect of registered business trusts of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section and sections 74B and 84 are to apply accordingly in respect of such registered business trusts.(13) The trustee‑manager of a registered business trust must ensure that the financial statements laid before the unitholders of the registered business trust at the general meeting of the unitholders (including any consolidated financial statements annexed to the balance sheet of a parent business trust) are accompanied, before the auditor reports on the financial statements under this Part, by a statement signed on behalf of the directors by 2 directors of the trustee‑manager containing the information set out in the Fourth Schedule.(14) Any trustee‑manager of a registered business trust which contravenes subsection (1), (2), (3), (4), (5), (6), (8), (11) or (13) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.Retention of documents laid before unitholders at annual general meeting76A.—

The trustee‑manager of a registered business trust must cause to be kept at the registered office of the trustee‑manager, or any other place that the trustee‑manager thinks fit, a copy of each of the documents that were laid before the unitholders of the registered business trust at their annual general meeting under section 76 for a period of not less than 5 years after the date of the annual general meeting, being a date on or after the date of commencement of section 33 of the Business Trusts (Amendment) Act 2022.(2) Any trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. (3) The Authority may at any time require the trustee‑manager of the registered business trust to provide any document kept under subsection (1), and may, without fee or reward, inspect, make copies of or take extracts from the document.(4) Any person who —

without lawful excuse, refuses to produce any document required of the person by the Authority under subsection (3); or

obstructs, hinders or delays the Authority in the course of inspecting, making copies of or taking extracts from the document,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.”.