Companies Act, 1963

Directors' report to be attached to balance sheet and contents of such report.

158.—(1) There shall be attached to every balance sheet laid before the annual general meeting of a company a report by the directors on the state of the company's affairs and, if the company is a holding company, on the state of affairs of the company and its subsidiaries as a group, the amount, if any, which they recommend should be paid by way of dividend and the amount, if any, which they propose to carry to reserves within the meaning of the Sixth Schedule.

(2) The said report shall be signed on behalf of the directors by two of the directors of the company.

(3) The said report shall deal, so far as is material for the appreciation of the state of the company's affairs, with any change during the financial year in the nature of the business of the company or of the company's subsidiaries, or in the classes of business in which the company has an interest whether as a member of another company or otherwise.

(4) The said report shall contain a list of bodies corporate in relation to which either of the following conditions is fulfilled at the end of the company's financial year—

(a) the body corporate is a subsidiary of the company;

(b) although the body corporate is not a subsidiary of the company, the company is beneficially entitled to more than 20 per cent. in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances).

(5) The list referred to in subsection (4) shall distinguish between bodies corporate falling within paragraph (a) and paragraph (b) thereof and shall state in relation to each such body corporate

(a) its name;

(b) where it is incorporated; and

(c) the nature of the business carried on by it.

(6) Subsections (4) and (5) shall not apply to a company which is principally engaged in the acquisition and underwriting of shares or other securities of companies carrying on a trade or industry in the State and which holds a certificate of exemption issued by the Minister from the requirements of those subsections.

(7) If any person, being a director of a company, fails to take all reasonable steps to comply with the requirements of this section he shall in respect of each offence be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both so, however, that—

(a) in any proceedings against a person in respect of an offence under this section it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty; and

(b) a person shall not be liable to be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.