Key Takeaways: - Retention of documents - Exemption from laying financial statements before AGM - Statutory relief - financial statements & director's statement

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

2. Credits and Acknowledgments
Iswariya BS
2

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

4. 4
Presentation Schema
Retention of
documents laid
before the
Company at AGM
Audit Committees
Exemption from
laying Financial
Statements before
Company
Relief from
requirements as to
form and content
of FS and director’s
statements
Voluntary revision
of defective FS or
consolidated FS or
balance sheet
Registrar’s application to
Court in respect of
defective FS or
consolidated FS
Entitlement of
members of the
Company
Provision of
summary FS to
members
Penalty
4

5. Section 201AA- Retention of documents
laid before the Company at AGM
1
5

6. Every Company shall keep at its registered office or such other place as the directors think fit-
In a FY in which Company need not hold AGM because of sec. 175A (1)
•A copy of FS or
•In case of a parent company, a copy of consolidated FS and balance sheet (including every
document required by law to be attached thereto),
A copy of documents that was laid before the Company at its AGM u/s 201 for a period of not less than 5
years after the date of AGM , being a date on or after the date of commencement of sec. 117 of the CAA,
2014 or
and a copy of the auditor’s report where such FS or consolidated FS are duly audited and sent to all
persons who are entitled to receive notice of GM of the Company as per sec. 203 (1) for a period of not
less than 5 years after the date on which documents were sent, being a date on or after the date of
commencement of sec. 117 of the CAA, 2014
Date of commencement of sec.117 of CAA, 2014- 3rd January, 2016

7. Contd.
7
Penalty: Company and every officer in default shall be guilty of an offence and liable for
Fine: SGD <5,000 or Imprisonment: <12 months and also a default penalty
The Registrar or an Authorised officer may at any time ask the Company to furnish any
document as said above and may without fee or reward inspect, make copies of or extracts
from such documents
Any person who without lawful excuse, refuses to produce any documents as said above or
assaults, obstructs, hinders or delays in the course of inspecting or making copies or extracts of
documents shall be guilty of an offence and liable for-
Fine: <10,000 or Imprisonment: < 2 years or both
Authorised officer means an officer of the Authority authorised by the Registrar for the purposes of
this sec.

8. Section 201B- Audit Committees
8

9. 9
Every listed Company shall have an Audit Committee
An audit committee shall be appointed by the directors from among their number by passing a resolution
and comprising of 3 or more members of whom majority shall not be-
The members of an audit committee shall elect a chairman from among their number who is not an
executive director or employee of the company or any related corporation
executive
directors of the
company or any
related
corporation
a spouse, parent, brother,
sister, son or adopted son
or daughter or adopted
daughter of an executive
director of the company
or of any related
corporation or
any person having a
relationship which, in the
opinion of the BOD, would
interfere with the exercise
of independent judgment in
carrying out the functions of
an audit committee

10. Contd.
10
If a member of an audit committee resigns, dies or for any other reason ceases to be a member and it
results the number of members below 3, the BODs shall, within 3 months of that event, appoint such
number of new members as may be required to make up the minimum number of 3 members.
The functions of an audit committee shall be-
• To review with the Auditor, the audit plan
• To review with the Auditor, his evaluation of the system of internal accounting
controls
• To review with the Auditor, the audit report
• To review the assistance given by the Company’s officers to the Auditor
• To review the scope and results of the internal audit procedures
• To review the FS of the Company and consolidated FS in case of a parent
company, submitted to it by the Company or Parent Company and thereafter to
submit the same to respective company’s directors
• To nominate a person or persons as Auditor, notwithstanding anything
contained in the constitution or under sec. 205 –Appointment and
remuneration of Auditor
• Such other functions as may be agreed by the Audit Committee and the BOD

11. Contd.
11
•Right of Auditor: To appear and be heard at any AC meeting and appear before the committee
when required
•The Chairman of the AC shall convene a meeting if he receives the request from an Auditor to
consider any matter which he believes shall be brought to the attention of the directors or
shareholders
•AC may regulate its own procedure relating to: Calling of meetings, the notice of such meetings,
voting and its proceedings, keeping of minutes and the custody, production and inspection of such
minutes
•If the directors of a Company or of a parent company are required to make a statement u/s
201(16) and if the company is a listed company, the directors shall describe in the statement the
nature and extent of the functions performed by the audit committee
•Any reference in this sec. to a director who is not an executive director of a company is a reference
to a director who is not an employee of, and does not hold any other office of profit in, the
company or in any related corporation of that company in conjunction with his office of director
and his membership of any audit committee, and any reference to an executive director shall be
read accordingly.

12. Section 201C - Exemption from laying
Financial Statements before Company
12

13. 13
Contd.
•Non-applicability of sec. 201 (FS and Consolidated FS)-
•To the directors of a private company if they are not required to
hold an AGM because of sec. 175A (1)
•If the FS or consolidated FS are not laid before AGM because of
sec. 175A (1), the FS or consolidated FS along with balance sheet
and auditor’s report shall be sent to persons who are entitled to
receive notice of GM not later than 5 months after the end of FY
to which FS or consolidated FS and balance sheet relates
Sec. 175A(1):
If a private company passes a resolution to dispense with
the holding of AGM & documents in Sec. 203(1) (FS and
balance sheet) are sent to persons who are entitled to
receive the notice of AGM

14. Section 202- Relief from requirements as
to form and content of FS and director’s
statements
14

15. 15
The directors of a company may apply to the Registrar in writing
for an order to relieve them from any requirement of this Act
relating to the form and content of FS or consolidated FS (except
the requirement of AS) or to the form and content of the
statement required by section 201(16) and
The Registrar may where he considers appropriate make such an
order for a specified class of companies either unconditionally
or on condition that the directors comply with such other
requirements relating to the form and content of the FS or
consolidated FS or directors’ statement as he thinks fit to
impose.

16. Contd.
•The Registrar shall not make an order unless he is of the
opinion that compliance with the requirements of this Act
would render the FS or consolidated FS or directors’ statement,
as the case may be, misleading or inappropriate to the
circumstances of the company or would impose unreasonable
burdens on the company or any officer of the company
•The Registrar may make an order which may be limited to a
specific period and may from time to time either on application
by the directors or without any such application (in such case he
shall provide an opportunity of being heard to the directors)
revoke or suspend the operation of any such order

17. Section 202A- Voluntary revision of
defective FS or consolidated FS or
balance sheet
17

18. 18
When revision can be made?
After the documents are sent
to the members of the
Company, if the Company is
not required to hold AGM u/s
175A
After the documents are laid
before the AGM, in any other
case.
FS or consolidated FS and balance sheet in case of a parent company shall be hereinafter
referred as “documents”

19. Contd.
19
In the above mentioned instance, the directors of the Company may cause the documents
to be revised and make necessary consequential revisions to the summary of FS or
directors’ statements and confine to only those aspects where the documents did not
comply with the Act
When revision is allowed?
If the documents do not
comply with the requirements
of the Act (including AS) and
To make any necessary
consequential revisions to it
If the Registrar has issued any notice to the Company stating the non-compliance in the
documents, the directors of the Company can make revision only if the Registrar agrees
to the manner of revision in the documents

20. Contd.
20
•The manner of revision of documents, directors statement or summary financial
statement
•The application of any provisions of the Act to these documents subject to such
additions, exceptions and modifications as specified in the regulations
•Taking any steps by the directors to bring revision to these documents to the
notice of persons likely to rely on these documents
•The requirements of lodging these revised documents with the Registrar and
any fee payment relating to such lodgment
The Minister can make regulations u/s 411 in respect of revision of
documents including but not limited to the following-

21. Section 202B- Registrar’s application to Court in
respect of defective FS or consolidated FS
21

22. • The directors of the Company shall give necessary explanation to the Registrar within the said period on
receipt of notice as said above, if they do not propose to revise the documents. If the Registrar is
satisfied with the explanation given, then no further action needs to be taken
• If the directors of the Company propose to revise, then they shall inform the Registrar about the manner
of revising the documents within a specified period. If the Registrar agrees with the manner the directors
may cause the documents to be revised as per sec. 202A
• If it appears to the Registrar that there is a question whether the documents comply with the
requirements of Act (including AS), he may issue a notice to the directors of the Company indicating the
respects in which such question arises and specify the time limit within which the directors must respond
The Registrar may apply to Court in the following circumstances-
i. If he does not receive any reply from the directors of the Company for the notice sent
ii. If he is not satisfied with the explanations given by the directors of the Company
iii. If he does not agree with the directors on the manner in which the documents are to be revised
The application from Registrar to the Court may be for-
i. a declaration that the documents do not comply with the requirements of the Act (including AS) and
ii. an order requiring the directors to revise such documents

23. Contd.
23
If the Court makes such order, it may give directions as follows-
 To audit the documents
 To make revision in the documents in such manner as specified by the Court within a specified
period
 To make revision to the summary financial statements, then the revised version has to be reviewed
by the auditors
 To make necessary consequential revisions to any other document
 Steps to be taken by the directors to inform the persons who rely on such documents and
 Such other matters as the Court thinks fit
 If the Court finds that the documents did not comply with the requirements of the Act (including
AS) it may order the costs of or incidental to the application and any reasonable expenses incurred
by the Company in connection with preparation of revised documents to be borne by directors
who were directors of the Company as at the date of directors’ statement
 The provisions of this sec. shall equally apply to the revised documents. In which case, they have
effect as if reference to revised documents were reference to further revised documents.

24. Section 203 - Entitlement of
members of the Company
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25. 25
 A copy of documents which are audited and which is to be laid before the Company in the GM
along with auditor’s report (except u/s 201C) shall be sent to all the members who are entitled
to receive notice of GM not less than 14 days before the date of meeting. Such documents can
be sent less than 14 days before the meeting, if all the persons who are entitled to receive
notice so agree
 Any member of the Company (whether he is entitled to receive such copies or not) to whom
copies have not been sent and holder of a debenture shall on a request made by him to the
Company to furnish such documents, be furnished such documents on receiving such request
along with auditor’s report without any charge
 Where a company is not required to hold GM because of sec. 175A(1)(a), such documents shall
be sent not less than 5 months after the end of FY to which such documents relates
 Penal provision for not complying with the above provisions:
 The Company and every officer in default shall be liable for a fine < SGD 5,000 and also a default
penalty if they fail to prove that the member or debenture holder has already made a request
and been furnished a copy of such documents

26. Contd.
26
 Where a Company which is not required to hold AGM because of sec. 175A (1) (b) [documents
being sent to the members entitled not later than 5 months from the end of the FY], in such case -
 The members or auditor of such Company may by a notice to the Company not later than 14 days
from the date of sending those documents, require the Company to hold AGM for laying those
documents
 The directors shall within 14 days convene a meeting for fulfilling that request
Penalty for making any default in holding the meeting as said above-
Each director shall be liable for a fine of < SGD 5,000 and the Court may order to call for a GM on
receiving an application from member or auditor

27. Section 203A- Provision of summary FS
to members
27

28. 28
Notwithstanding anything specified in sec. 203 and in its
constitution, a Company may as specified by reg. send a copy of
summary FS instead of copies of documents referred to in sec.
203 (1) to members of the Company
A member and any holder of debenture who is entitled to
receive documents as referred to in sec. 203 (3), may instead
request the Company for a summary FS
This summary FS shall be sent to persons who wish to receive
the same and need not be sent to persons who does not wish to
receive the same

29. Contd.
29
The summary FS shall be derived from the company’s annual FS or
consolidated FS and directors’ statement and it shall be in such form
and contain such information as specified in the reg.
Every summary FS shall state that it is only a summary of information in the
Company’s annual FS or consolidated FS and directors’ statement and
It shall contain a statement by the Company’s auditor, if any, stating their
opinion as to whether the summary FS is consistent with other documents
of the Company and complies with the requirements of this sec. and reg.
made by the Minister
The directors of the Company shall ensure that the summary FS
comply with the requirements of this sec.

30. Contd.
30
Penal provision for not complying with the following-
* If the directors fail to ensure the compliance requirements of this sec. or
* in complying with the reg. made by the Minister
The Company and every officer in default shall be liable for a fine < SGD 5,000
and also to a default penalty
The Minister may make reg. to give effect to this sec. and make provisions as to
the manner in which it can be ascertained if a member wishes to receive copies
of documents under sec. 203 (1) or does not wish to receive summary FS under
this sec.

31. Section 204- Penalty
31

32. 32
If any director of a company fails to comply with sec. 201(2), (5) or (16), he shall be guilty of an
offence and shall be liable on conviction to a fine < SGD 50,000.
If the same has been done to defraud the creditors of the Company or creditors of any
other person or for a fraudulent purpose, the offender shall be liable to a fine of < SGD
1,00,000 or Imprisonment for a term < 3 years or both
If any director of the Company fails to comply with any other provision of this division and fails to
take reasonable steps to secure compliance by the Company with such provision or has by his
own wilful act been the cause of any default by the Company of any such provision,
he shall be guilty of an offence and shall be liable for-
Fine < SGD 10,000 or Imprisonment for a term of < 2 years
If the same has been done to defraud the creditors of the Company or creditors of any
other person or for a fraudulent purpose, the offender shall be liable to a fine of < SGD
15,000 or Imprisonment for a term < 3 years or both

33. Contd.
33
In any proceedings against a person for failure to take all reasonable steps to comply with, or to
secure compliance with, the preceding provisions of this Division relating to the form and
content of the FS of a company or consolidated FS of a parent company by reason of an omission
from the FS or consolidated FS, is a defence to prove that the omission was not intentional and
that the information omitted was immaterial and did not affect the giving of a true and fair
view of the matters required by sec. 201 to be dealt with in the FS or consolidated FS
A person shall be sentenced for imprisonment under this sec. only when the Court is of the
opinion that the person has committed the offence wilfully

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