Clause 121

Subject to subsection (3), this section applies at any time —

in the case where the holding of annual general meetings is dispensed with under section 175A, after the financial statements or, in the case of a parent company, consolidated financial statements and balance‑sheet are sent to the members of the company under section 203; or

in any other case, after the financial statements or, in the case of a parent company, consolidated financial statements and balance‑sheet are laid before the company at an annual general meeting. (2) Where this section applies, if it appears to the directors of the company that the financial statements or, in the case of a parent company, consolidated financial statements or balance‑sheet do not comply with the requirements of this Act (including compliance with the Accounting Standards), the directors may cause the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, to be revised and make necessary consequential revisions to the summary financial statement or directors’ statement.(3) The revision of the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, under subsection (2) shall be confined to —

those aspects in which the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, did not comply with this Act (including compliance with the Accounting Standards); and

the making of any necessary consequential revisions.(4) Where the Registrar has given the directors of the company a notice under section 202B(1), the directors may not cause the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, to be revised unless the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, referred to in section 202B(2)(b).(5) The Minister may make regulations under section 411 in respect of the revision of financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement, including but not limited to the following:

the manner of revision of financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement;

the application of any provision of this Act to such financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement subject to such additions, exceptions and modifications as may be specified in the regulations;

the taking of steps by the directors to bring any revision of the financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement; and

the requirement to lodge the revised financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement with the Registrar and the payment of any filing fee pursuant to such lodgment.Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance‑sheet202B.—

If it appears to the Registrar that there is, or may be, a question whether the financial statements or, in the case of a parent company, consolidated financial statements and balance‑sheet comply with the requirements of this Act (including compliance with the Accounting Standards), the Registrar may give notice to the directors of the company indicating the respects in which it appears that such a question arises or may arise, and specify the period within which the directors must respond.(2) The directors of the company to whom notice under subsection (1) is given must at the end of the period referred to in subsection (1), or such longer period as the Registrar may allow —

give the Registrar an explanation of the financial statements, or consolidated financial statements and balance‑sheet, as the case may be, if the directors do not propose to revise the financial statements, or consolidated financial statements or balance‑sheet, as the case may be; or

inform the Registrar how the directors propose to revise the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, to address the questions in respect of which the Registrar has given notice.(3) If the Registrar is satisfied with the explanation of the financial statements, or consolidated financial statements and balance‑sheet, as the case may be, referred to in subsection (2)(a), no further action need be taken by the directors in respect of the notice under subsection (1).(4) If the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, referred to in subsection (2)(b), the directors may cause the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, to be revised in the manner provided in section 202A.(5) The Registrar may apply to Court under subsection (6) if —

the Registrar does not receive a response from the directors after giving the notice referred to in subsection (1);

the Registrar is not satisfied with the explanation of the financial statements, or consolidated financial statements and balance‑sheet, as the case may be, referred to in subsection (2)(a); or

the Registrar does not agree with the directors on the manner in which the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, referred to in subsection (2)(b) are to be revised. (6) An application to Court referred to in subsection (5) may be for —

a declaration that the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, do not comply with the requirements of this Act (including compliance with the Accounting Standards); and

an order requiring the directors of the company to cause the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, to be revised.(7) Where the Court orders the preparation of revised financial statements, or consolidated financial statements or balance‑sheet, under subsection (6), it may give directions as to —

the auditing of the financial statements, or consolidated financial statements or balance‑sheet, as the case may be;

the making of revisions to the financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement in such manner as the Court considers necessary within a specified period;

where the Court has given directions under paragraph (b) to make revisions to the summary financial statement, the review by the auditors of the revised summary financial statement;

the making of necessary consequential revisions to any other document;

the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance‑sheet, directors’ statement or summary financial statement; and

such other matters as the Court thinks fit.(8) If the Court finds that the financial statements, or consolidated financial statements or balance‑sheet, as the case may be, did not comply with the requirements of this Act (including the Accounting Standards), it may order that all or part of —

the costs of or incidental to the application; and

any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised financial statements, or consolidated financial statements or balance‑sheet, as the case may be,shall be borne by any or all the directors who were directors of the company as at the date of the directors’ statement which accompanied the defective financial statements, or consolidated financial statements and balance‑sheet, as the case may be.(9) The provisions of this section apply equally to revised financial statements, or consolidated financial statements or balance‑sheet, as the case may be, in which case they have effect as if the references to revised financial statements, or consolidated financial statements or balance‑sheet, as the case may be, were references to further revised financial statements, or consolidated financial statements or balance‑sheet, as the case may be.”.