The document summarizes key requirements for financial statements under the Singapore Companies Act, including: 1) Every company must keep proper accounting records and have sufficient internal controls. Records must be kept for 5 years and be available for director inspection. 2) Directors must present annual financial statements and, for parent companies, consolidated statements at the AGM. Statements must comply with accounting standards and give a true and fair view of the financial position. 3) Dormant companies with assets under $500,000 that receive no notice from shareholders are exempt from preparing financial statements if they file a statement with the registrar.

1. Financials statements under
Singapore Companies Act- Part 1
CS Meenakshi Jayaraman

2. Credits and Acknowledgments
Iswariya BS
2

3. 3
Legends used in the Presentation
3
AGM Annual General Meeting
AS Accounting Standards
BOD Board of Directors
CAA Companies (Amendment) Act, 2014
FY Financial Year
u/s Under section
Sec. Section

4. 4
Presentation Schema
Accounting records and
systems of control
Financial statements and
Consolidated financial
statements with relevant
Schedule
Dormant companies that
are exempted from
preparation of financial
statements
4

5. Section 199- Accounting records and
systems of control
1
5

6. Every company shall
keep accounting and
other records
- as will sufficiently
explain the transactions
and financial position of
the company and
-enable true and fair
financial statements and
any documents required
to be attached thereto
to be prepared from
time to time and
those records have to be
kept in such manner as
to enable them to be
conveniently and
properly audited.
Aforesaid records shall be retained for a minimum period of 5 years from the end of FY in which such
transaction is completed or operations to which these records relate are completed
Every public company and subsidiary company of every public company shall devise and maintain a
system of internal accounting controls sufficient to provide a reasonable assurance that-
•assets are safeguarded against loss from unauthorized use or disposition and
•transactions are properly authorized and they are recorded to permit the preparation of true
and fair financial statements and to maintain accountability of assets.

7. Contd.
7
Accounting and other records shall be kept at the registered office of the company or at such other
place as the directors think fit and be open to inspection by the directors at all times
If accounting and other records are kept by the company at a place outside Singapore it shall
be sent back and kept at a place in Singapore and be open to inspection by the directors at all
times
The Court may order that the accounting and other records of a company be open to
inspection by a public accountant acting for a director
Condition: Upon an undertaking in writing given to the Court that information acquired by the
public accountant during his inspection shall not be disclosed by him except to that director
Penal provision: Company and every officer in default
Fine- <SGD 5,000/- or Imprisonment- <12 months and a default penalty

8. Section 201- Financial statements and
Consolidated financial statements
8

9. 9
The directors of every company must lay before the company at its AGM the financial statements for the
FY in respect of which the AGM is held
The financial statements referred above shall comply with the requirements of the AS and give a true and
fair view of the financial position and performance of the company
In case of directors of a parent company, consolidated financial statements dealing with financial position
and performance of the group for financial year in respect of which AGM is held and a balance sheet dealing
with the state of affairs of the parent company at the end of its financial year
It has to comply with the requirements of the AS and shall give a true and fair
view so far as it concerns members of the parent company

10. Contd.
10
The action taken to writing off bad debts and making provisions for doubtful debts and to
cause all known bad debts to be written off and adequate provision to be made for
doubtful debts
Current assets other than covered above which are unlikely to realize in the ordinary
course of business their value as shown in the accounting records of the company to
cause-
Non-current asset 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 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 such
information and explanations as will prevent the financial statements from being
misleading by reason of the overstatement of the amount of that asset
The directors
of a company
before
finalising
financial
statements
and balance
sheets and
submitting
the same at
AGM shall
take
reasonable
steps to
ascertain-
a) Those assets to be written down to an amount which they be expected so to realize
or
b) 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 realize

11. Contd.
11
•The financial statements shall be duly audited before presenting the same at
AGM and an audit report shall be attached or endorsed to those financial
statements
•The directors of the company shall ensure that the financial statements are
audited at least before 14 days of the AGM
•If the same has to be audited less than 14 days before AGM it shall be
approved by the persons who are entitled to receive notice
•Financial statement referred above means consolidated financial statements
of the group and balance sheet of the parent company in case the company
is a parent company

12. 12
Contd.
•A statement has to be annexed to the financial statements laid
before the AGM stating the name of the ultimate parent
corporation if at the end of the FY a company is a subsidiary of
another corporation
•If the company obtains any approval from the Registrar for not
complying with the AS, the company need not comply with such
requirement for the financial statements or consolidated financial
statements which is presented before AGM
•The company need not comply with the AS for preparation of
financial statements or consolidated financial statements if the
same fails to give true and fair view on any matter required
under this sec.

13. Contd.
13
In the event of non-compliance with the requirement of AS, the following shall be included with
financial statements or consolidated financial statements -
a) A statement by the auditor of the company that he agrees such non-compliance is necessary for
the financial statements or consolidated financial statements to give a true and fair view of the
matter concerned
b) Particulars of departure, the reason therefore and its effect, if any and
c) Such other information and explanation to give a true and fair view of the matter
The minister may by order publishing in the Gazette, substitute other AS for the AS to
a specified class or description of companies. But this sec., sec 207 (Powers and duties
of auditors to report financial statements) and 209A (Audit Interpretation) shall apply
accordingly for such companies
The financial statements laid before AGM shall be annexed with auditor reports and a
statement signed by 2 directors on behalf of BOD containing the information
mentioned in Schedule XII

14. Contd.
14
• Opinion of directors on the financial statements
• If any option has been granted by a company other than a parent
company, the details of such option
• If the option details have been stated in the previous directors’
statement, the reference to that statement shall be made
• If the parent or subsidiary company has granted an option to any person
to have shares issued to him in the company or subsidiary, the directors’
statement of the parent company shall state the name of corporation to
which such option is granted and other particulars
• Particulars of shares issued during the period in which the statement
related by virtue of the exercise of option to take up unissued shares of
the company, whether granted before or during that period
• The number, class of unissued shares, price, option expiration date
• Name of Directors in office at the date of this statement
• Details on arrangements in which shares or debentures acquired by
directors
• Details about directors’ interest
Schedule XII – Contents of Directors Statement

15. Contd.
15
Any document (other than financial statements or balance sheet) or advertisement
published, issued or circulated by or on behalf of a company (other than a banking
company) shall not contain any direct or indirect representation that the company has any
reserve unless the representation is accompanied-
If the reserve is invested
outside the business of the
company - By a statement
showing the manner and
security upon which it is
invested
If the reserve is being used in
the business of the company -
by a statement to the effect
that the reserves is being so
used
The provisions of this Act relating to the form and content of the statement of directors and the
annual financial statements shall apply to a banking corporation with such modifications and
exceptions as are determined either generally or in any particular case by the Monetary
Authority of Singapore established under sec. 3 of the Monetary Authority of Singapore Act
(Establishment of Authority)

16. Contd.
16
In respect of a company that is registered as a charity or approved as an institution of a
public character under the Charities Act, the requirements of this sec. as to the form and
content of a company’s financial statements or consolidated financial statements being in
compliance with the AS shall apply subject to any modification prescribed u/s 13(1)(f) of that
Act in respect of such a company.
Section 13(1)(f)- modifying the application of any provisions in the Companies Act
as to form and contents of a company’s accounts being in compliance with the AS
in respect of a company which is registered as a charity or approved as an
institution of a public character under Charities Act

17. Contd.
17
•Preceding financial statements referred in Sec.200 includes the profit and loss account,
balance-sheet and consolidated accounts required to be laid before the company at its AGM
under sec. 201 before the date of commencement of sec. 116 of the CAA, 2014
•A reference to the requirement to lay financial statements before a company includes the
laying of the profit and loss account, balance-sheet and consolidated accounts prepared in
accordance with sec. 201 immediately before the date of commencement of sec. 116 of the
CAA, 2014, where such profit and loss account, balance-sheet and consolidated accounts
have been prepared in respect of a financial year which ended before the date of
commencement of sec. 116 of the CAA, 2014
Sec. 116 of the CAA, 2014 came into operation on 1st July, 2015

18. Contd.
18
•Sec.200 (16) relating to Statement containing information set out in
Schedule XII to accompany financial statements shall not apply to
any company in respect of any FY which ended before the date of
commencement of sec. 116 of the CAA, 2014 and sec. 201 (5) to
(8), (11), (12) and (15) in force immediately before that date shall
continue to apply accordingly to such company for that FY
•The above said company shall, when lodging a return with the
Registrar under sec. 197, attach a copy of the report prepared in
accordance with sec. 201(5) - (consolidated financial statements
and balance sheet) in force immediately before the date of
commencement of sec. 116 of the CAA, 2014.

19. Section 201A- Certain dormant companies
exempted from duty to prepare financial statements
19

20. Definitions
• One/ more members holding not less than 5% of the total number of issued shares of
the company (excluding treasury shares) or
• not less than 5% of the total number of members of the company(excluding the
company itself if it is registered as a member).
• A Registrar
Relevant person
whose total assets at any time during the FY does not exceed SGD 5,00,000 in value or
such other amount as substituted by the Minister and
if it is a parent company (which is not a subsidiary company of another corporation), the
consolidated total assets of which at any time during the FY does not exceed SGD
5,00,000 in value or such other amount as substituted by the Minister;
which is not a listed company or a subsidiary company of a listed company
Relevant Company

21. Contd.
21
Determination of relevant company as dormant-
A company will be treated as a dormant during a period in which no accounting
transaction occurs and it ceases to be dormant on the occurrence of such transaction
Following transactions will not be included in the above-
a) Taking of shares by a subscriber by an undertaking
b) Appointment of company secretary
c) Appointment of auditor
d)Maintenance of registered office
e) Keeping of registers and books
f) Payment of any fee/ charge (including any penalty or interest for late payment) payable
under any law
fa) Payment of any composition amount payable sec 409B (Composition of offences) or
any other law
fb) Payment or receipt of nominal sum not exceeding the amount as prescribed
g) Such other matter as prescribed

22. Contd.
22
The relevant person can give notice in writing requiring the directors of relevant dormant company to
comply with any or all of the requirements of sec 201 in a FY and the same shall be issued not less than 3
months before the end of FY
Dormant relevant company?
Such statement is lodged with the Registrar at the same time that the annual return is required
to be lodged u/s 197
(i) The company is dormant as said above
(ii) No notice has been received from any relevant person in a FY
and
(iii) The accounting and other records required under the Act are
kept by the company according to sec 199 and
If the relevant company has been dormant from the time of its formation or since the end of
previous FY
If the directors of relevant company have lodged with the Registrar a statement saying that-
If all the above said things are satisfied, then directors of such company are exempted from
preparation of financial statements u/s 201 for a FY if the requirements are satisfied

23. Contd.
23
Non-applicability - To the directors of any company in a FY which ended before the date of
commencement of sec. 117 of the CAA, 2014 and such directors shall prepare the accounts or
consolidated accounts for that FY and lay the accounts or consolidated accounts of the company at its
AGM for that FY, according to the provisions in force immediately before that date.
The above said company shall attach a copy of accounts or
consolidated accounts prepared along with the return submitted
u/s 197
Sec. 117 of the CAA, 2014 came into operation on 3rd January, 2016

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