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Contents

Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision (1) — General

Subdivision (2) — Liquidators

Subdivision (3) — Committees of inspection

Subdivision (4) — General powers of Court

Division 3 — Voluntary winding up

Subdivision (1) — Introductory

Subdivision (2) — Provisions applicable only to members’ voluntary winding up

Subdivision (3) — Provisions applicable only to creditors’ voluntary winding up

Subdivision (4) — Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision (1) — General

Subdivision (2) — Proof and ranking of claims

Subdivision (3) — Effect on other transactions

Subdivision (4) — Offences

Subdivision (5) — Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

FOURTH SCHEDULE Table A Regulations for Management of A Company Limited by Shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH  SCHEDULE Take-over Offers

ELEVENTH  SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

 
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EIGHTH SCHEDULE
Annual Return of A Company Having A Share Capital
Contents of Annual Return
1.  The annual return under section 197(1) shall consist of the summary of return and the main return.
[5/2004; 5/2005; 21/2005]
2.  The summary of return shall contain the following particulars:
(a)
the name of the company and its registration number;
(b)
the address of the registered office of the company;
(c)
in a case in which the register of members is kept elsewhere than at the registered office, the address of the place where it is kept;
(d)
particulars of the total amount of indebtedness of the company as at the date of the summary of return in respect of all charges which are required to be registered with the Registrar;
(e)
a summary of the share capital and shares of the company, specifying —
(i)
the amount of the share capital of the company and the types of shares in which it is divided;
(ii)
the number of shares issued subject to payment wholly in cash;
(iii)
the number of shares issued as fully paid up otherwise than in cash and the total amount, if any, agreed to be considered as paid on those shares which have been deemed issued as fully paid up otherwise than in cash;
(iv)
in relation to shares issued as partly paid up otherwise than in cash —
(A)
the number of shares;
(B)
the total amount, if any, agreed to be considered as paid on those shares; and
(C)
the total amount, if any, agreed to be considered as unpaid on those shares;
(v)
[S 56/2005]
(vi)
the total number of shares forfeited since the date of the last summary of return or, if none had been filed previously, since the date of incorporation;
(vii)
the total number of shares held as treasury shares;
(viii)
additional calls paid since the date of the last return and the total amount of calls unpaid; and
(ix)
the total amount of the sums, if any, paid by way of commission in respect of any debentures since the date of the last summary of return or, if none had been filed previously, since the date of incorporation;
(f)
particulars of the directors, managers, secretaries and auditors of the company as at the date of the confirmation of the summary of return by an officer of the company;
(g)
in the case of an unlisted company, particulars of shareholders and their shareholdings, except that an unlisted public company having more than 50 shareholders shall provide the particulars of the 50 shareholders holding the most number of shares;
(h)
where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the list in paragraph (g) shall contain particulars as to the amount of stock or the number of stock units instead of the amount of shares, and an explanatory note shall be made in the summary of return to that effect; and
(i)
in the case of a company keeping a branch register —
(i)
particulars in paragraph (g) need not include any particulars contained in the branch register, insofar as a copy of the entries containing those particulars is not received at the registered office of the company before the date of the list in question; and
(ii)
where the summary of return is made up to a date between the date when any entry is made in the branch register and the date when a copy of that entry is received at the registered office of the company, a re-confirmation by the company of the summary of return if, at the time the entry was received at the registered office, the company had not filed its main return.
3.  The main return shall contain the following particulars:
(a)
the name of the company and its registration number;
(b)
the date of the main return;
(c)
the date to which the accounts are made up;
(d)
the name of the audit firm or company that has audited the accounts and, if the accounts are lodged, whether the accounts are qualified; and
(e)
in the case of an exempt private company without an exempt private company certificate, or any company limited by shares, particulars of —
(i)
the principal activity or activities in the course of the financial year or, if the company was dormant throughout the financial year, the principal activity or activities before it turned dormant;
(ii)
turnover, sales and other operating revenues;
(iii)
net income (or loss) from extraordinary and non-operating items;
(iv)
profits or loss;
(v)
assets and liabilities; and
(vi)
shareholders’ funds.
4.  For the avoidance of doubt, paragraph 3(e) should reflect particulars derived from the financial statements prepared in accordance with section 201.