Duty to
prepare
directors'
report
159
.-(1) The directors of a company, shall for each accounting
period, prepare a report giving a fair review of the development of the
business of the company and its subsidiaries during the accounting
period and their position at the end of it and the amount, if any, which
they recommend should be paid by way of dividend.
(2) The directors' report shall deal, so far as is material with any
change during the accounting period in the nature of the company's business
or in the company's subsidiaries, or in the classes of business in
116 No. 12 Companies 2002
which the company has an interest, whether as member of another company
or otherwise.
(3) If any person, being a Director of a company, fails to take all
reasonable steps to comply with the provisions of subsection (1), he
shall, in respect of each offence, be liable on conviction to imprisonment
or to a fine:
Provided -
in any proceedings against a person in respect of an offence
under subsection (1), 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 that subsection were complied with and was in a
position to discharge that duty; and
(a)
(b) a person shall not be liable to be sentenced to imprisonment for
such an offence unless, in the opinion of the court, the offence
was committed wilfully.
160.-(I) The Directors' Report shall be approved by the Board of
Directors and signed on behalf of the Board by a Director.
Approval
and
signing of
Directors'
(2) Every copy of the Directors' Report which is laid before the company
in general meeting, or which is otherwise circulated, published or
issued, shall state the name of the person who signed it on behalf of the
Board.
Report
(3) The copy of the Directors' Report which is delivered to the Registrar
shall be signed on behalf of the Board by a Director or the Secretary
of the company.
(4) If a copy of the Directors' Report -
(a) is laid before the company, or otherwise circulated, published
or issued, without the report having been signed as required by
this section or without the required statement of the signatory's
name being included, or
(b) is delivered to the Registrar without being signed as required by
this section,the company and every officer of it who is in default,
is guilty of an offence and liable to a fine.