Companies (Revision of Defective Financial Statements, or Consolidated Financial Statements or Balance-sheet) Regulations 2018

These Regulations are the Companies (Revision of Defective Financial Statements, or Consolidated Financial Statements or Balance-sheet) Regulations 2018 and come into operation on 20 April 2018.

These Regulations apply in relation to a company in respect of any financial year of the company.

In these Regulations —“auditor”, in relation to a company, means the accounting entity or accounting entities appointed as the auditor or auditors of the company under section 205 of the Act;“balance‑sheet” means the balance‑sheet, by whatever name called, prepared in accordance with the Accounting Standards and includes, where applicable, the balance‑sheet dealing with the state of affairs of the holding company required to be made out and laid before the company at its annual general meeting under section 201 of the Act as in force immediately before 1 July 2015;“consolidated financial statements” has the same meaning as in the Accounting Standards and includes, where applicable, the consolidated accounts dealing with the profit or loss and the state of affairs of the company and its subsidiaries required to be made out and laid before the company at its annual general meeting under section 201 of the Act as in force immediately before 1 July 2015;“date of revision” means the date on which the directors of the company approve the revised financial statements, or the revised consolidated financial statements or balance‑sheet, of the company;“date of the original financial statements, or original consolidated financial statements or balance‑sheet” means the date on which the original directors’ statement was signed on behalf of the directors of the company;“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards and includes, where applicable, the profit and loss account and the balance‑sheet of the company required to be laid before the company at its annual general meeting under section 201 of the Act as in force immediately before 1 July 2015;“new directors’ statement” means the statement signed on behalf of the directors of the company as at the date of revision in accordance with regulation 4(2)(c)(i) and containing the statements and information mentioned in regulations 4(2)(c)(ii) to (v) and 6(2)(a) to (d);“original”, in relation to any financial statements, or consolidated financial statements or balance‑sheet, means the financial statements, or consolidated financial statements or balance‑sheet, that are the subject of revision under section 202A or 202B(4) of the Act;“original directors’ statement” means the statement signed on behalf of the directors under section 201(16) of the Act that accompanied the original financial statements, or original consolidated financial statements or balance‑sheet, and includes, where applicable, the report of the directors of the company and the statement of the directors of the company made under section 201(5) and (15), respectively, of the Act as in force immediately before 1 July 2015;“revised”, in relation to any financial statements, or consolidated financial statements or balance‑sheet, means the resulting financial statements, or consolidated financial statements or balance‑sheet, after being revised under section 202A or 202B(4) of the Act.

“auditor”, in relation to a company, means the accounting entity or accounting entities appointed as the auditor or auditors of the company under section 205 of the Act;

“balance‑sheet” means the balance‑sheet, by whatever name called, prepared in accordance with the Accounting Standards and includes, where applicable, the balance‑sheet dealing with the state of affairs of the holding company required to be made out and laid before the company at its annual general meeting under section 201 of the Act as in force immediately before 1 July 2015;

“consolidated financial statements” has the same meaning as in the Accounting Standards and includes, where applicable, the consolidated accounts dealing with the profit or loss and the state of affairs of the company and its subsidiaries required to be made out and laid before the company at its annual general meeting under section 201 of the Act as in force immediately before 1 July 2015;

“date of revision” means the date on which the directors of the company approve the revised financial statements, or the revised consolidated financial statements or balance‑sheet, of the company;

“date of the original financial statements, or original consolidated financial statements or balance‑sheet” means the date on which the original directors’ statement was signed on behalf of the directors of the company;

“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards and includes, where applicable, the profit and loss account and the balance‑sheet of the company required to be laid before the company at its annual general meeting under section 201 of the Act as in force immediately before 1 July 2015;

“new directors’ statement” means the statement signed on behalf of the directors of the company as at the date of revision in accordance with regulation 4(2)(c)(i) and containing the statements and information mentioned in regulations 4(2)(c)(ii) to (v) and 6(2)(a) to (d);

“original”, in relation to any financial statements, or consolidated financial statements or balance‑sheet, means the financial statements, or consolidated financial statements or balance‑sheet, that are the subject of revision under section 202A or 202B(4) of the Act;

“original directors’ statement” means the statement signed on behalf of the directors under section 201(16) of the Act that accompanied the original financial statements, or original consolidated financial statements or balance‑sheet, and includes, where applicable, the report of the directors of the company and the statement of the directors of the company made under section 201(5) and (15), respectively, of the Act as in force immediately before 1 July 2015;

“revised”, in relation to any financial statements, or consolidated financial statements or balance‑sheet, means the resulting financial statements, or consolidated financial statements or balance‑sheet, after being revised under section 202A or 202B(4) of the Act.

Subject to this regulation and regulations 5 to 10, the provisions of section 201 of the Act (other than subsections (10) and (12) of that section), which applied to the preparation and audit of the original financial statements, or original consolidated financial statements or balance‑sheet, of a company apply in respect of the revised financial statements, or revised consolidated financial statements or balance‑sheet, of the company.

For the purposes of paragraph (1) —

a reference in section 201 of the Act to the requirement to lay, or the laying of, the financial statements, or consolidated financial statements or balance‑sheet, of the company at the annual general meeting of the company is a reference (as the case may be) to the requirement to send, or the sending of, the revised financial statements, or revised consolidated financial statements or balance‑sheet, under regulation 7(1)(a);

the reference in section 201 of the Act to “this Part” is a reference to “these Regulations”;

a reference in section 201 of the Act to a statement signed on behalf of the directors by 2 directors of the company containing the information set out in the Twelfth Schedule to the Act is a reference to a statement that —

is signed on behalf of the directors of the company as at the date of revision, by 2 of those directors;

states whether, in the opinion of the directors —

the revised financial statements, or revised consolidated financial statements or balance‑sheet, are drawn up so as to give a true and fair view of the financial position and performance of the company and, if applicable, of the financial position and performance of the group, for the period covered by the original financial statements, or original consolidated financial statements or balance‑sheet; and

as at the date of the original directors’ statement, there were reasonable grounds to believe that the company would be able to pay its debts as and when they fell due;

states the names of the persons who are the directors in office at the date of revision;

states the name of every person who was a director of the company at any time during the period starting on the date of the original financial statements, or original consolidated financial statements or balance‑sheet, and ending on the date of revision, together with the date of appointment and cessation of appointment (if any) of each such person; and

contains the information mentioned in paragraphs 2, 3, 4, 5, 6, 8 and 9 of the Twelfth Schedule to the Act; and

a reference in section 201 of the Act to the Accounting Standards is a reference to the Accounting Standards applicable at the time that the original financial statements, or original consolidated financial statements or balance‑sheet, were made up, subject to the modification in paragraph (3).

The modification mentioned in paragraph (2)(d) is that, where the applicable Accounting Standards provide for a choice between alternative accounting policies, the applicable Accounting Standards are to be read as requiring the accounting policy that was chosen at the time that the original financial statements, or original consolidated financial statements or balance‑sheet, were made up.

To avoid doubt, for the purposes of paragraph (1) —

the directors must ascertain the facts mentioned in section 201(7)(a), (b) and (c) (or, if applicable, the previous corresponding provision) of the Act as they existed at the time that the original financial statements, or original consolidated financial statements or balance‑sheet, were made up;

any order of the Minister under section 201(15) (or, if applicable, the previous corresponding provision) of the Act substituting the whole or any part of other accounting standards for the whole or any part of the Accounting Standards, as specified in the order, in respect of the original financial statements, or original consolidated financial statements or balance-sheet, applies to the revised financial statements, or revised consolidated financial statements or balance-sheet;

any modification or exception to the provisions of the Act as to the form or content of directors and annual financial statements that is applied to the original directors’ statement, or original financial statements or original consolidated financial statements or balance‑sheet, of the company by section 201(18) (or, if applicable, the previous corresponding provision) of the Act, applies also to the new directors’ statement, or revised financial statement or revised consolidated financial statements or balance‑sheet, of the company; and

any modification to the requirements of section 201 of the Act as to the form or content of a company’s financial statements, or consolidated financial statements or balance‑sheet, being in compliance with the Accounting Standards, that is applied to the original financial statements or original consolidated financial statements or balance‑sheet, of the company by section 201(19) (or, if applicable, the previous corresponding provision) of the Act, applies also to the revised financial statement, or revised consolidated financial statements or balance‑sheet, of the company.

Subject to this regulation and regulations 5 to 10, the provisions of section 201 of the Act (other than subsections (10) and (12) of that section), which applied to the preparation and audit of the original financial statements, or original consolidated financial statements or balance‑sheet, of a company apply in respect of the revised financial statements, or revised consolidated financial statements or balance‑sheet, of the company.

For the purposes of paragraph (1) —

a reference in section 201 of the Act to the requirement to lay, or the laying of, the financial statements, or consolidated financial statements or balance‑sheet, of the company at the annual general meeting of the company is a reference (as the case may be) to the requirement to send, or the sending of, the revised financial statements, or revised consolidated financial statements or balance‑sheet, under regulation 7(1)(a);

the reference in section 201 of the Act to “this Part” is a reference to “these Regulations”;

a reference in section 201 of the Act to a statement signed on behalf of the directors by 2 directors of the company containing the information set out in the Twelfth Schedule to the Act is a reference to a statement that —

is signed on behalf of the directors of the company as at the date of revision, by 2 of those directors;

states whether, in the opinion of the directors —

the revised financial statements, or revised consolidated financial statements or balance‑sheet, are drawn up so as to give a true and fair view of the financial position and performance of the company and, if applicable, of the financial position and performance of the group, for the period covered by the original financial statements, or original consolidated financial statements or balance‑sheet; and

as at the date of the original directors’ statement, there were reasonable grounds to believe that the company would be able to pay its debts as and when they fell due;

states the names of the persons who are the directors in office at the date of revision;

states the name of every person who was a director of the company at any time during the period starting on the date of the original financial statements, or original consolidated financial statements or balance‑sheet, and ending on the date of revision, together with the date of appointment and cessation of appointment (if any) of each such person; and

contains the information mentioned in paragraphs 2, 3, 4, 5, 6, 8 and 9 of the Twelfth Schedule to the Act; and

a reference in section 201 of the Act to the Accounting Standards is a reference to the Accounting Standards applicable at the time that the original financial statements, or original consolidated financial statements or balance‑sheet, were made up, subject to the modification in paragraph (3).

The modification mentioned in paragraph (2)(d) is that, where the applicable Accounting Standards provide for a choice between alternative accounting policies, the applicable Accounting Standards are to be read as requiring the accounting policy that was chosen at the time that the original financial statements, or original consolidated financial statements or balance‑sheet, were made up.

To avoid doubt, for the purposes of paragraph (1) —

the directors must ascertain the facts mentioned in section 201(7)(a), (b) and (c) (or, if applicable, the previous corresponding provision) of the Act as they existed at the time that the original financial statements, or original consolidated financial statements or balance‑sheet, were made up;

any order of the Minister under section 201(15) (or, if applicable, the previous corresponding provision) of the Act substituting the whole or any part of other accounting standards for the whole or any part of the Accounting Standards, as specified in the order, in respect of the original financial statements, or original consolidated financial statements or balance-sheet, applies to the revised financial statements, or revised consolidated financial statements or balance-sheet;

any modification or exception to the provisions of the Act as to the form or content of directors and annual financial statements that is applied to the original directors’ statement, or original financial statements or original consolidated financial statements or balance‑sheet, of the company by section 201(18) (or, if applicable, the previous corresponding provision) of the Act, applies also to the new directors’ statement, or revised financial statement or revised consolidated financial statements or balance‑sheet, of the company; and

any modification to the requirements of section 201 of the Act as to the form or content of a company’s financial statements, or consolidated financial statements or balance‑sheet, being in compliance with the Accounting Standards, that is applied to the original financial statements or original consolidated financial statements or balance‑sheet, of the company by section 201(19) (or, if applicable, the previous corresponding provision) of the Act, applies also to the revised financial statement, or revised consolidated financial statements or balance‑sheet, of the company.

Section 201(8) and (9) of the Act applies in respect of the revised financial statements, or revised consolidated financial statements or balance‑sheet, of a company with the following modifications:

the reference in section 201(8) and (9) of the Act to financial statements, in relation to a company, is a reference to —

in the case where the company is not a parent company, the revised financial statements of the company required to be sent under regulation 7(1)(a); or

in the case where the company is a parent company, the revised consolidated financial statements or balance‑sheet of the company required to be sent under regulation 7(1)(a);

the reference in section 201(8) of the Act to the financial statements being laid before the company at its annual general meeting is a reference to the revised financial statements, or revised consolidated financial statements or balance‑sheet, being sent under regulation 7(1)(a);

the reference in section 201(8) of the Act to the auditor’s report that is required by section 207 of the Act is a reference to the auditor’s report mentioned in regulation 10(1);

the reference in section 201(9)(b) of the Act to the auditor’s report that is furnished to the directors under section 207(1A) of the Act is a reference to the auditor’s report furnished to the directors under regulation 10(4);

the requirement in section 201(9)(a) of the Act for the financial statements to be audited not less than 14 days before the annual general meeting of the company, unless all the persons entitled to receive notice of general meetings of the company agree that the financial statements may be audited less than 14 days before the annual general meeting of the company, is to be read as a requirement for the revised financial statements, or revised consolidated financial statements or balance‑sheet, to be audited before being sent under regulation 7(1)(a).

Despite paragraph (1), a company is exempt from audit requirements in respect of the revised financial statements, or revised consolidated financial statements or balance‑sheet, if, in respect of the financial year in respect of which the revised financial statements, or revised consolidated financial statements or balance‑sheet are made, the company satisfies the requirements for exemption from audit requirements under section 205B or 205C of the Act.

Section 201(8) and (9) of the Act applies in respect of the revised financial statements, or revised consolidated financial statements or balance‑sheet, of a company with the following modifications:

the reference in section 201(8) and (9) of the Act to financial statements, in relation to a company, is a reference to —

in the case where the company is not a parent company, the revised financial statements of the company required to be sent under regulation 7(1)(a); or

in the case where the company is a parent company, the revised consolidated financial statements or balance‑sheet of the company required to be sent under regulation 7(1)(a);

the reference in section 201(8) of the Act to the financial statements being laid before the company at its annual general meeting is a reference to the revised financial statements, or revised consolidated financial statements or balance‑sheet, being sent under regulation 7(1)(a);

the reference in section 201(8) of the Act to the auditor’s report that is required by section 207 of the Act is a reference to the auditor’s report mentioned in regulation 10(1);

the reference in section 201(9)(b) of the Act to the auditor’s report that is furnished to the directors under section 207(1A) of the Act is a reference to the auditor’s report furnished to the directors under regulation 10(4);

the requirement in section 201(9)(a) of the Act for the financial statements to be audited not less than 14 days before the annual general meeting of the company, unless all the persons entitled to receive notice of general meetings of the company agree that the financial statements may be audited less than 14 days before the annual general meeting of the company, is to be read as a requirement for the revised financial statements, or revised consolidated financial statements or balance‑sheet, to be audited before being sent under regulation 7(1)(a).

Despite paragraph (1), a company is exempt from audit requirements in respect of the revised financial statements, or revised consolidated financial statements or balance‑sheet, if, in respect of the financial year in respect of which the revised financial statements, or revised consolidated financial statements or balance‑sheet are made, the company satisfies the requirements for exemption from audit requirements under section 205B or 205C of the Act.

Where a company’s financial statements, or consolidated financial statements or balance‑sheet, are revised under section 202A or 202B(4) of the Act, the directors of the company must, apart from complying with the requirements of section 201 of the Act as modified by these Regulations and unless the Registrar otherwise allows, set out in a prominent position in the revised financial statements, or revised consolidated financial statements or balance‑sheet —

a statement that the revised financial statements, or revised consolidated financial statements or balance‑sheet, for a financial year, replace the original financial statements, or original consolidated financial statements or balance‑sheet, for the same financial year specified in the original financial statements, or original consolidated financial statements or balance‑sheet;

a statement that the revised financial statements, or revised consolidated financial statements or balance‑sheet —

are taken as having been prepared on the date of the original financial statements, or original consolidated financial statements or balance‑sheet, instead of on the date of revision; and

accordingly do not deal with events after the date of the original financial statements, or original consolidated financial statements or balance‑sheet;

a statement as to —

the aspects in which the original financial statements, or original consolidated financial statements or balance‑sheet, did not, as appear to the directors, comply with the Act; and

the material revisions to the original financial statements, or original consolidated financial statements or balance‑sheet; and

a statement that the directors have approved the revised financial statements, or revised consolidated financial statements or balance‑sheet, and the date on which the revised financial statements, or revised consolidated financial statements or balance‑sheet were approved.

Where a company’s financial statements, or consolidated financial statements or balance‑sheet, are revised under section 202A or 202B(4) of the Act, the directors of the company must, apart from complying with the requirements of section 201 of the Act as modified by these Regulations and unless the Registrar otherwise allows, set out in a prominent position in the new directors’ statement —

the date on which the revised financial statements, or revised consolidated financial statements or balance‑sheet, were approved; (b)a statement that the new directors’ statement replaces the original directors’ statement;

a statement that the new directors’ statement, together with the revised financial statements, or consolidated financial statements or balance‑sheet, have been prepared in accordance with these Regulations; and

a statement that the new directors’ statement, other than the matters required to be stated under regulation 4(2)(c)(iii) and (iv) —

is taken as having been prepared on the date of the original directors’ statement; and

accordingly does not deal with events after the date of the original directors’ statement.

If paragraph (1) or (2) is not complied with, the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000.

Where a company’s financial statements, or consolidated financial statements or balance‑sheet, are revised under section 202A or 202B(4) of the Act, the directors of the company must, apart from complying with the requirements of section 201 of the Act as modified by these Regulations and unless the Registrar otherwise allows, set out in a prominent position in the revised financial statements, or revised consolidated financial statements or balance‑sheet —

a statement that the revised financial statements, or revised consolidated financial statements or balance‑sheet, for a financial year, replace the original financial statements, or original consolidated financial statements or balance‑sheet, for the same financial year specified in the original financial statements, or original consolidated financial statements or balance‑sheet;

a statement that the revised financial statements, or revised consolidated financial statements or balance‑sheet —

are taken as having been prepared on the date of the original financial statements, or original consolidated financial statements or balance‑sheet, instead of on the date of revision; and

accordingly do not deal with events after the date of the original financial statements, or original consolidated financial statements or balance‑sheet;

a statement as to —

the aspects in which the original financial statements, or original consolidated financial statements or balance‑sheet, did not, as appear to the directors, comply with the Act; and

the material revisions to the original financial statements, or original consolidated financial statements or balance‑sheet; and

a statement that the directors have approved the revised financial statements, or revised consolidated financial statements or balance‑sheet, and the date on which the revised financial statements, or revised consolidated financial statements or balance‑sheet were approved.

Where a company’s financial statements, or consolidated financial statements or balance‑sheet, are revised under section 202A or 202B(4) of the Act, the directors of the company must, apart from complying with the requirements of section 201 of the Act as modified by these Regulations and unless the Registrar otherwise allows, set out in a prominent position in the new directors’ statement —

the date on which the revised financial statements, or revised consolidated financial statements or balance‑sheet, were approved; (b)a statement that the new directors’ statement replaces the original directors’ statement;

a statement that the new directors’ statement, together with the revised financial statements, or consolidated financial statements or balance‑sheet, have been prepared in accordance with these Regulations; and

a statement that the new directors’ statement, other than the matters required to be stated under regulation 4(2)(c)(iii) and (iv) —

is taken as having been prepared on the date of the original directors’ statement; and

accordingly does not deal with events after the date of the original directors’ statement.

If paragraph (1) or (2) is not complied with, the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000.