—(1) Subject to this section, a foreign company shall, within 2 months of its annual general meeting, lodge with the Registrar a copy of its balance-sheet made up to the end of its last financial year in such form and containing such particulars and accompanied by copies of such documents as the company is required to annex, attach or send with its balance-sheet by the law for the time being applicable to that company in the place of its incorporation or origin, together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required.
(2) The Registrar may, if he is of the opinion that the balance-sheet and other documents referred to in subsection (1) do not sufficiently disclose the company’s financial position, require the company to lodge a balance-sheet within such period, in such form and containing such particulars and to annex thereto such documents as the Registrar by notice in writing to the company requires, but this subsection does not authorise the Registrar to require a balance-sheet to contain any particulars or the company to annex, attach or to send any documents that would not be required to be furnished if the company were a public company incorporated under this Act.
(3) The company shall comply with the requirements set out in the notice.
(4) Where a foreign company is not required by the law of the place of its incorporation or origin to hold an annual general meeting and prepare a balance-sheet the company shall prepare and lodge with the Registrar a balance-sheet within such period, in such form and containing such particulars and to annex thereto such documents as the directors of the company would have been required to prepare or obtain if the company were a public company incorporated under this Act.
(5) In addition to the balance-sheet and other documents required to be lodged with the Registrar by subsections (1) to (4), a foreign company shall lodge with the Registrar with such balance-sheet and other documents a duly audited statement showing its assets used in and liabilities arising out of its operations in Singapore as at the date to which its balance-sheet was made up and a duly audited profit and loss account which, in so far as is practicable, complies with the requirements of the Accounting Standards and which gives a true and fair view of the profit or loss arising out of the company’s operation in Singapore for the last preceding financial year of the company:
Provided that —
the company shall be entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operation in Singapore; and
the Registrar may waive compliance with this subsection in relation to any foreign company if he is satisfied that —
it is impractical to comply with this subsection having regard to the nature of the company’s operations in Singapore;
it would be of no real value having regard to the amount involved;
it would involve expense unduly out of proportion to its value; or
it would be misleading or harmful to the business of the company or to any company which is deemed by virtue of section 6 to be related to the company.
(6) A statement and profit and loss account shall be deemed to have been duly audited for the purposes of subsection (5) if it is accompanied by a report by a public accountant appointed to provide auditing services in respect of the company’s operations in Singapore which complies, in so far as is practicable, with section 207.
(7) Without prejudice to the powers of the Registrar under paragraph (b) of the proviso to subsection (5), a foreign company may apply to the Registrar in writing for an order relieving the foreign company from any requirement of this section relating to the form and content of accounts or reports and the Registrar may make such an order either unconditionally or on condition that the foreign company complies with such other requirements relating to the form and content of the accounts or reports as the Registrar thinks fit to impose.
(8) The Registrar shall not make an order under subsection (7) unless he is of the opinion that compliance with the requirements of this section would render the accounts or reports misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the foreign company.
(9) The Registrar may make an order under subsection (7) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.
(10) Without prejudice to paragraph (b) of the proviso to subsection (5) and subsection (7), the Minister may, by order published in the Gazette, in respect of foreign companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section shall apply accordingly in respect of such foreign companies.
[UK, 1948, s. 410; Aust., 1961, s. 348]