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Companies Act, 1973 (Act No. 61 of 1973)

Chapter XI: Accounting and Disclosure

Issue of Copies of Annual Financial Statements

302. Duty of company to send annual financial statements to members and Registrar

 

 

1) A copy of the annual financial statements of a company and the group annual financial statements, if any, shall not less than twenty-one days before the date of tile annual general meeting of the company be sent to every member of the company and every holder of debentures of the company (whether or not such member or holder of debentures is entitled to receive notices of general meetings of the company) and to all persons other than members or holders of debentures of the company who are entitled to receive such notices: Provided that, if so authorised by a company's articles, a copy of its financial statements may be made available in electronic format to all persons who have agreed thereto in writing.

 

2) The provisions of subsection (1) shall not be construed as requiring a copy of the said statements to be sent-
a) in the case of a company not having a share capital, to any member or holder of debentures of the company who is not entitled to receive notices of general meetings of the company;
b) to any member or holder of debentures of a company who is entitled to receive such notices and whose address is not known to the company;
c) to more than one of the joint holders of any shares or debentures of a company none of whom is entitled to receive such notices;
d) In the case of joint holders of any such shares or debentures of whom some are and others are not entitled to receive such notices, to any such joint holder who is not so entitled.

 

3) Any such copy not sent to members and debenture holders and other persons referred to in subsection (1) at least twenty-one days before the date of the relevant meeting shall be deemed to have been so sent if it is so agreed by all the members entitled to attend and vote at the meeting.

 

4) A public company shall on the day on which it sends such copies to its members as provided in subsection (1), send to the Registrar under cover of the prescribed form a copy, certified to be a true copy by a director and the secretary of the company-
a) of the annual financial statements and group annual financial statements, if any; and
b) of the annual financial statements of every private company which is a subsidiary of that public company.

 

4A)
a) The Registrar may on application by any public company made to him on the prescribed form, on good cause shown and on payment of the prescribed fee, exempt such a public company from the requirements of subsection (4)(b).
b) Any such exemption by the Registrar shall expire after two years but may be renewed on application by the company.

 

5) If default is made in complying with the provisions of subsection (1) or (4), the company concerned, and every director who knowingly is a party to the default, shall be guilty of an offence.