Clause 37

Subject to subsection (5) the directors of a holding company shall not cause to be made out the consolidated accounts referred to in section 201(3A) or make the report referred to in subsection (6A) of that section unless they have received from each subsidiary its audited accounts, the statements required under section 201, the directors’ report in accordance with subsection (6A) of that section and the auditor’s report in accordance with section 207.(2) Where a subsidiary of a holding company is incorporated outside Singapore it is sufficient compliance with this section if the directors of the holding company receive from the subsidiary accounts and reports corresponding to those required under this section and in accordance with the law of the place of incorporation of the subsidiary.(3) The directors of a subsidiary shall, at the request of the directors of the holding company supply all such information as is required for the preparation of consolidated accounts of the holding company and its subsidiaries, and of the report of the directors of the holding company.(4) The directors of a holding company are, unless they know or have reason to suspect that any matter in any accounts, report or information furnished by the directors of a subsidiary is false or misleading, entitled to rely on the accounts, report or information for the purpose of the preparation of the consolidated accounts and their report so far as they relate to the affairs of the subsidiary.(5) Where the directors of a holding company, having taken all such steps as are reasonably available to them, are unable to obtain from the directors of a subsidiary any accounts, report or other information required for the preparation of the consolidated accounts and the directors’ report of the group, they may cause to be made out the consolidated accounts and make the directors’ report without incorporating therein or including therewith the first-mentioned accounts, report or other information relating to the subsidiary but with such qualifications and explanations as are necessary to prevent the consolidated accounts and report from being misleading.(6) Where the directors of a holding company have caused to be made out the consolidated accounts and have made the directors’ report in accordance with subsection (5) they shall send to the shareholders of the holding company, within one month after receiving the accounts, report or other information from the directors of the subsidiary, a copy of the accounts and report or a statement embodying the other information (as the case may be) together with a statement by the directors of the holding company containing such qualifications and explanations of the consolidated accounts and of their report as are necessary having regard to the accounts, report or information received from the subsidiary.”.