Clause 36

by deleting the marginal note and substituting the words “Accounts, consolidated accounts and directors’ report.”;

by inserting, immediately after the word “meeting” at the end of subsection (1), the words “being a profit and loss account that gives a true and fair view of the profit and loss of the company for the period of accounting as shown in the accounting and other records of the company”;

by inserting, immediately after the words “made up” at the end of subsection (3), the words “being a balance-sheet that gives a true and fair view of the state of affairs of the company as at the end of the period to which it relates”;

by inserting, immediately after subsection (3), the following subsections:“(3A) Where, at the end of its financial year, a company is a holding company, the directors of the company shall also cause to be made out and laid before the company at its annual general meeting, consolidated accounts dealing with —

the profit or loss of the company and its subsidiaries for their respective last financial years; and

the state of affairs of the company and its subsidiaries as at the end of their respective last financial years,and giving a true and fair view of the profit or loss and state of affairs so far as they concern members of the holding company.(3B) Notwithstanding subsection (3A) consolidated accounts shall not be required where the company is at the end of its financial year a wholly-owned subsidiary of another corporation incorporated in Singapore.(3C) The directors shall (before the profit and loss account and balance-sheet referred to in subsections (1) and (3) are made out) 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 to 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 company 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 company at an amount which, having regard to its value to the company as a going concern, exceeds the amount which it would have been reasonable for the company to spend to acquire that asset as at the end of the financial year and (unless adequate provision for writing down that asset is made) to cause to be included in the accounts such information and explanations as will prevent the accounts from being misleading by reason of the overstatement of the amount of that asset.”;

by inserting, immediately after the word “company” in the second line of subsection (4), the words “and if it is a holding company for which consolidated accounts are required, the consolidated accounts”, and by inserting, immediately after the word “section” at the end of subsection (4), the words “and the auditor’s report required by section 207 shall be attached to or endorsed upon the accounts or the consolidated accounts”;

by inserting, immediately after the word “company” in the first line of subsection (5), the words “(other than a holding company for which consolidated accounts are required)”;

by deleting the words “and if the company is a holding company also a report with respect to the state of affairs of the holding company and all its subsidiaries” in the seventh, eighth and ninth lines of subsection (5);

by deleting the word “Each” in the first line of subsection (6) and substituting the word “The”;

by inserting, immediately after subsection (6), the following subsection:“(6A) The directors of a holding company shall cause to be attached to all consolidated accounts made out under subsection (3A), a report made, in accordance with a resolution of the directors, and signed by not less than two of them with respect to the profit or loss, and the state of affairs, of the group of companies of the holding company as at the end of the financial year of the holding company, stating —

the names of the directors of the holding company in office at the date of the report;

the principal activities of the corporations in the group in the course of the financial year and any significant change in the nature of those activities during that period;

the names of any subsidiaries acquired or disposed of during the financial year, the consideration for each such acquisition or disposal and the amount in each case of the net tangible assets of the subsidiary acquired or disposed of and, in the case of a subsidiary, not being a wholly-owned subsidiary, the extent of the holding company’s interest therein;

where, during the financial year, any corporation in the group has issued any shares or debentures — the purposes of the issue, the classes of shares or debentures issued, the number of shares of each class and the amount, term and rate of debentures of each class, and the terms of issue of each class of the shares;

whether at the end of that financial year, there subsist arrangements to which the holding company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the holding company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the holding company was a party, and if so the report shall contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the holding company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements;

as respects each person who, at the end of the financial year, was a director of the holding company, whether or not (according to the register kept by the company for the purposes of section 164 relating to the obligation of a director of a company to notify it of his interests in shares in, or debentures of, the company and of every other body corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding company) he was, at the end of that year, interested in shares in, or debentures of, the holding company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested and whether or not, according to that register, he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the holding company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of that year or, as the case may be, when he became a director;

the amount, if any, which the directors of the holding company recommend should be paid by way of dividend, and any amounts which have been paid or declared by way of dividend since the end of the previous financial year of the holding company, indicating which of those amounts (if any) have been shown in a previous report under this subsection or subsection (6);

whether, so far as debts owing to the holding company are concerned, the directors of the holding company (before the profit and loss account and balance-sheet were made out) took reasonable steps to ascertain what action had been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts, and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts;

whether at the date of the report the directors of the holding company are aware of any circumstances which would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the group of companies inadequate to any substantial extent (and, if so, giving particulars of the circumstances);

whether the directors of the holding company (before the profit and loss account and balance-sheet were made out) took reasonable steps to ascertain whether any current assets of the holding company (other than current assets to which paragraph (i) applies) were unlikely to realise in the ordinary course of business their value as shown in the accounting records of the company 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;

whether at the date of the report the directors of the holding company are aware of any circumstances which would render the values attributed to current assets in the consolidated accounts misleading (and, if so, giving particulars of the circumstances);

whether any contingent or other liability of any corporation in the group has become enforceable, or is likely to become enforceable within the period of 12 months after the end of the financial year, which, in the opinion of the directors of the holding company, will or may substantially affect the ability of the corporation to meet its obligations as and when they fall due (and, if so, giving particulars of any such liability);

whether, at the date of the report, the directors of the holding company are aware of any circumstances, not otherwise dealt with in the report or consolidated accounts, which would render any amount stated in the consolidated accounts misleading (and, if so, giving particulars of the circumstances);

whether there exists at the date of the report —

any charge on the assets of the holding company which has arisen since the end of the financial year which secures the liabilities of any other person (and, if so, giving particulars of any such charge and, so far as practicable, of the amount secured); and

any contingent liability which has arisen since the end of the financial year (and, if so, stating the general nature thereof and, so far as practicable, the maximum amount, or an estimate of the maximum amount, for which the holding company could become liable in respect thereof);

whether the results of the operations of the group or of the holding company during the financial year were, in the opinion of the directors of the holding company, substantially affected by any item, transaction or event of a material and unusual nature (and, if so, giving particulars of that item, transaction or event and the amount or the effect thereof, if known or reasonably ascertainable); and

whether there has arisen in the interval between the end of the financial year and the date of the report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the holding company, to affect substantially the results of the operations of the group or of the holding company for the financial year in which the report is made (and, if so, giving particulars of the item, transaction or event).”;

by deleting the words “subsection (6)” in the first line of subsection (7) and substituting the words “subsections (6) and (6A)”;

by inserting, immediately after the word “accounts” in the sixth line of subsection (8), the words “or, if the company is a holding company, the consolidated accounts in accordance with the Ninth Schedule”;

by deleting the words “regarded by the directors as being the company’s ultimate holding company and, if known to them, the country in which it is incorporated” in subsection (10) and substituting the words “which is its ultimate holding company”;

by inserting, immediately after the word “granted” in the first line of subsection (11), the words “by a company, other than a holding company for which consolidated accounts are required”;

by inserting, immediately after subsection (11), the following subsections:“(11A) Where any of the particulars required by subsection (11) have been stated in a previous report they may be stated by reference to that report.(11B) Where a holding company or any of its subsidiaries has at any time granted to a person an option to have shares issued to him in the company or subsidiary the directors of the holding company shall state in the report made under subsection (6A) the name of the corporation in respect of the shares in which the option was granted and the other particulars required under subsections (11) and (12).”;

by deleting the words “subsection (5)” in the first line of subsection (12) and substituting the words “subsections (5) and (6A)”;

by deleting subsection (14) and substituting the following subsection:“(14) Without affecting the generality of the preceding provisions of this section, the accounts of a company and, if it is a holding company for which consolidated accounts are required, the consolidated accounts, shall comply with such of the requirements of the Ninth Schedule as are applicable to them, but where accounts or consolidated accounts prepared in accordance with those requirements would not otherwise give a true and fair view of the matters required by this section to be dealt with in the accounts or consolidated accounts, the directors of the company shall add such information and explanations as will give a true and fair view of those matters.”;

by inserting, immediately after the word “accompanied” in the fifth line of subsection (15) the words “, before the auditor reports on the accounts under this Part,”;

by deleting the word “and” at the end of subsection (15)(a) and by deleting the full-stop at the end of paragraph (b) and substituting the word “; and” and by inserting, immediately thereafter the following paragraph:“(c)at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.”;

by deleting subsection (16); and

by deleting the words “subsections (5) to (17)” in the sixth line of subsection (18) and substituting the words “this section (other than subsections (1) to (3C))”, and by inserting, immediately after the word “account” in the seventh line of that subsection, the words “, or consolidated accounts if it is a holding company”.