Key Benefits:
189. Accounting records to be kept
(1) The Board of a company shall cause accounting records to be kept that-
(a) correctly record and explain the transactions of the company;
(b) shall at any time enable the financial position of the company to be determined with reasonable accuracy;
(c) shall enable the directors to prepare financial statements that comply with this Act; and
(d) shall enable the financial statements of the company to be readily and properly audited.
(2) Without limiting subsection (1), the accounting records shall contain-
(a) entries of money received and spent each day and the matters to which it relates;
(b) a record of the assets and liabilities of the company;
(c) if the company’s business involves dealing in goods-
(i) a record of goods bought and sold, except goods sold for cash in the ordinary course of carrying on a retail business, that identifies both the goods and buyers and sellers and relevant invoices, and
(ii) a record of stock held at the end of the financial year together with records of any stocktakings during the year; and
(d) if the company’s business involves providing services, a record of services provided and relevant invoices.
(3) The accounting records shall be kept in the English language.
(4) If the Board of a company fails to comply with the requirements of this section, every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(2) of this Act.
190. Place accounting records to be kept
(1) A company shall keep its accounting records at the registered office of the company or subject to subsection (2) at such other place in Botswana as the Board shall determine.
(2) Notice of any change in the place where the accounting records are kept, shall be submitted to the Registrar within 21 days after such change.
(3) If a company fails to comply with subsection (1) or (2) -
(a) the company shall be guilty of an offence and liable to the penalty set out in section 492(2);
(b) every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(2).
191. Appointment of auditors
(1) Subject to this section, every public company and every non-exempt private company shall, at each annual meeting, appoint an auditor to -
(a) hold office from the conclusion of the meeting until the conclusion of the next annual meeting; and
(b) audit the financial statements of the company and, if the company is required to complete group financial statements, those group financial statements, for the accounting period next after the meeting.
(2) The Board of a company may fill any casual vacancy in the office of auditor, but while the vacancy remains, the surviving or continuing auditor, if any, may continue to act as auditor.
(3) If in the case of a company which is required to appoint an auditor -
(a) at an annual meeting of a company no auditor is appointed or re-appointed; or
(b) a casual vacancy in the office of auditor is not filled within one month of the vacancy occurring, the Registrar may appoint an auditor.
(4) A company shall, within five working days of the power becoming exercisable, give written notice to the Registrar of the fact that the Registrar is entitled to appoint an auditor under subsection (3) of this section.
(5) If a company fails to comply with subsection (4), the company and every director of the company shall be guilty of an offence and liable to the penalties set out in section 493 (2).
192. Auditors' fees and expenses
The fees and expenses of an auditor of a company shall be fixed -
(a) if the auditor is appointed at a meeting of the company, by the company at the meeting or in such manner as the company determines at the meeting;
(b) if the auditor is appointed by the directors, by the directors; or
(c) if the auditor is appointed by the Registrar, by the Registrar and paid by the company.
193. Appointment of partnership as auditor
(1) A partnership may be appointed by the firm name to be the auditor of a company if-
(a) at least one member of the firm is ordinarily resident in Botswana;
(b) at least one of the members of the firm including the member who is ordinarily resident in Botswana, are persons who are qualified for appointment under section 194;
(c) no member of the firm is indebted in an amount exceeding P5,000 to the company or a related corporation unless the debt is in the ordinary course of business;
(d) no member of the firm is-
(i) an officer or employee of the company, or
(ii) a partner, or in the employment, of a director or employee of the company or a related corporation; and
(e) except in the case of an exempt private company no officer of the company receives any remuneration from the firm or acts as a consultant to it on accounting or auditing matters.
(2) The appointment of a partnership by the firm name to be the auditor of a company is deemed, notwithstanding subsection (1) to be the appointment of all the persons who are partners in the firm from time to time whether ordinarily resident in Botswana or not at the date of the appointment.
(3) Where a partnership that includes persons who are not qualified to be appointed as auditors of a company is appointed as auditor of a company, the persons who are not qualified to be appointed as auditors shall not act as auditors of the company.
(4) Where a firm has been appointed as auditor of a company, and the members constituting the firm change by reason of the death, retirement, or withdrawal of a member or by reason of the admission of a new member, the firm as newly constituted shall, if it is not disqualified from acting as auditor of the company by virtue of subsection (1), be deemed to be appointed under this section as auditor of the company and that appointment shall be taken to be an appointment of all persons who are members of the firm as newly constituted.
194. Qualifications of auditors
(1) A person shall not be qualified to be appointed as an auditor of a company unless that person is a member of the Institute of Accountants of Botswana who is qualified under the rules of that Institute to conduct an audit and holds a valid practising certificate issued by the Institute.
(2) None of the following persons may be appointed or act as auditor of a company -
(a) a director or employee of the company;
(b) a person who is a partner, or in the employment, of a director or employee of the company;
(c) a liquidator or a person who is a receiver in respect of the property of the company;
(d) a body corporate except as permitted by section 193;
(e) a person who is a director or employee of a body corporate which is an officer of the company;
(f) a person who by himself, or his partner, or his employee, regularly performs the duties of secretary or accounting officer or bookkeeper to the company;
(g) a person who is not ordinarily resident in Botswana; or
(h) a person who is indebted in an amount exceeding P5,000 to the company, or to a related company unless the debt is in the ordinary course of business.
195. Automatic reappointment
(1) An auditor of a company, other than an auditor appointed under section 196, is automatically reappointed at an annual meeting of the company unless -
(a) the auditor is then not qualified for appointment;
(b) the company passes a resolution at the meeting appointing another person to replace him as auditor;
(c) an exempt private company passes a resolution under section 206 that no auditor be appointed; or
(d) the auditor has given notice to the company that he does not wish to be reappointed.
(2) An auditor is not automatically reappointed if the person who is to replace him dies, or is, or becomes incapable of, or disqualified from, appointment.
196. Appointment of first auditor
(1) The first auditor of a company may be appointed by the directors of the company before the first annual meeting, and, if so appointed, holds office until the conclusion of that meeting.
(2) If the directors do not appoint an auditor under subsection (1), the company shall appoint the first auditor at the first annual meeting of the company.
197. Replacement of auditor
(1) A company shall not appoint a new auditor in the place of an auditor who is qualified for reappointment, unless -
(a) at least 20 working days’ written notice of a proposal to do so has been given to the auditor; and
(b) the auditor has been given a reasonable opportunity to make representations to the shareholders on the appointment of another person either in writing or by the auditor or his representative speaking at a shareholders’ meeting (whichever the auditor may choose).
(2) An auditor is entitled to be paid by the company reasonable fees and expenses for making the representations to shareholders.
(3) Where, on the application of the company or any other person who claims to be aggrieved by the auditor’s representation being sent out or being read out at the meeting of shareholders, the court is satisfied that the rights conferred by subsection (1) are being abused to secure needless publicity of defamatory matter, the court may order -
(a) that the auditor’s representation shall not be sent out or shall not be read at the meeting of shareholders;
(b) the costs of the application to the court to be paid in whole or in part by the auditor.
198. Auditor not seeking reappointment
(1) If an auditor gives the Board of a company written notice that seeking reappointment the auditor does not wish to be reappointed, the Board shall, if requested to do so by that auditor-
(a) distribute to all shareholders and to the Registrar, at the expense of the company, a written statement of the auditor’s reasons for his wish not to be reappointed; or
(b) permit the auditor or his representative to explain at a shareholders’ meeting the reasons for his wish not to be reappointed.
(2) An auditor may resign prior to the annual meeting by giving notice to the company calling on the Board to call a special meeting of the company to receive the auditor’s notice of resignation.
(3) Where a notice is given by an auditor under subsection (2), the auditor may, at the time of giving his notice to the Board, request the Board to distribute a written statement providing him or his representative with the opportunity to give an explanation on the same terms as are set out in subsection (1).
(4) Where a written statement is provided by the auditor under subsection (3) the provisions of section 202(3) shall apply to that statement and explanation.
(5) Where a notice of resignation is given by an auditor under this section, the appointment of the auditor shall terminate at that meeting and the business of the meeting shall include the appointment of a new auditor to the company.
(6) An auditor is entitled to be paid by the company reasonable fees and expenses for making the representations to shareholders.
199. Auditor to avoid conflict of interest
An auditor of a company shall ensure, in carrying out the duties of an auditor under this Part of this Act, that his judgment is not impaired by reason of any relationship with or interest in the company or any of its subsidiaries.
200. Auditor’s report
(1) The auditor of a company shall make a report in accordance with the International Standards on Auditing to the shareholders on the financial statements which have been audited.
(2) The auditor’s report shall state whether, in the auditor’s opinion, the financial statements and any group financial statements, give a true and fair view of the financial position of the company as at the balance sheet date and of the results of its operations and its cash flows for the financial year then ended and comply with International Financial Reporting Standards, and, if they do not, the respects in which they fail to do so.
201. Access to information
(1) The Board of a company shall ensure that an auditor of a company has access at all times to the accounting records and other documents of the company.
(2) An auditor of a company is entitled to require from a director or employee of the company such information and explanations as he thinks necessary for the performance of his duties as auditor.
(3) If the Board of a company fails to comply with subsection (1), every director shall be guilty of an offence and liable to the penalty set out in section 492(3).
(4) A director or employee who fails to comply with subsection (2) shall be guilty of an offence and liable to the penalty set out in section 493(2).
(5) It is a defence to a charge under subsection (4) if the employee proves that -
(a) the employee did not have the information required in his possession or under his control; or
(b) by reason of the position occupied by the employee or the duties assigned to the employee, he was unable to give the explanations required, as the case may be.
202. Auditor’s attendance at shareholders’ meeting
(1) The Board of a company shall ensure that an auditor of the company-
(a) is permitted to attend a meeting of shareholders of the company;
(b) receives the notices and communications that a shareholder is entitled to receive relating to a meeting of shareholders; and
(c) may be heard at a meeting of shareholders which he attends on any part of the business of the meeting which concerns him as auditor.
(2) If the Board of a company fails to comply with subsection (1), every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(2).
203. Company to provide auditors report to trustee for debenture holders
The auditor of a borrowing company shall, within seven days after furnishing the company with any financial statements or any report certificate or other document which the auditor is required by this Act or by the debenture trust deed to give to the company, send a copy by post to every trustee for debenture holders.
204. Duties of auditor on becoming aware of irregularity
(1) Where, in the performance of the auditor’s duties as auditor of a company, the auditor becomes aware of-
(a) any material irregularity in the conduct of the company’s financial affairs; or
(b) any matter which, in his opinion, is otherwise relevant to the exercise of the powers and duties imposed by this Act or by any debenture trust deed, on any trustee for debenture holders, the auditor shall, within seven days after becoming aware of the matter, send a report in writing of such matter to the Board of the company and a copy to the trustee.
(2) The auditor of a borrowing company shall, at the request of the trustee for debenture holders, furnish the trustee with such further information relating to the borrowing company as are within the auditor’s knowledge and which, in the auditor’s opinion, are relevant to the exercise of the powers or duties conferred or imposed on the trustee by this Act or by the trust deed.
(3) Where a report is given under subsection (1) and the matter on which the auditor has reported has not within 30 days either been remedied or reported by the Board, or in the case of a listed company to the stock exchange, or in the case of any other company to the shareholders of the company, the auditor shall forthwith provide a written report to the stock exchange or to the Registrar as the case may be.
(4) No right of action against the auditor shall be available to any person by reason only of the auditor having in good faith provided a report pursuant to subsections (1), (2) and (3).
(5) The Registrar, on receipt of the report, may require the directors to forthwith call a meeting of shareholders to be held within seven days or within such further period as the Registrar may direct, to discuss the report.
205. Obligation to prepare financial statements
(1) The Board of every company shall ensure that, within five months after the balance sheet date of the company, in the case of a public company, and within seven months after balance sheet date in the case of any other company, financial statements that comply with sections 206 to 208 are-
(a) completed in relation to the company and that balance sheet date; and
(b) dated and signed on behalf of the Board by two directors of the company, or, if the company has only one director, by that director.
(2) The Registrar may, if he considers it appropriate to do so, extend the period of five or seven months specified in subsection (1) to a period not exceeding eight or 10 months respectively.
(3) If the Board fails to comply with subsection (1), every director of the company who is in default shall be guilty of an offence and liable to the penalty set out in section 493(1).
206. Contents and form of financial statements
(1) The financial statements of a company shall give a true and fair view of-
(a) the state of affairs of the company as at the balance sheet date;
(b) the profit and loss or income and expenditure, as the case may be, of the company for the accounting period ending on that balance sheet date; and
(c) the other matters to which the financial statements relate.
(2) Without limiting subsection (1), in the case of public companies and non-exempt private companies the financial statements shall-
(a) be prepared in accordance with and comply with the International Financial Reporting Standards;
(b) comply with any regulations made under this Act which prescribe the form and content of financial statements for public and non-exempt private companies;
(c) comply with any requirement which applies to the company’s financial statements under any other Act.
(3) Without limiting subsection (1) the financial statements of an exempt private company shall be prepared on the basis of generally accepted accounting principles which are appropriate for an exempt private company and shall comply with any regulations made under this Act which prescribe the form and content of financial statements for exempt private companies.
(4) If, in complying with the standards or regulations referred to in subsections (2) and (3), the financial statements do not give a true and fair view of the matters to which they relate, the directors shall add such information and explanations as will give a true and fair view of those matters.
207. Obligation to prepare group financial statements
(1) Subject to subsection (2), the Board of a company that has, on the balance sheet date of the company, one or more subsidiaries, shall in addition to complying with section 205, ensure that, within five months in the case of a public company, and within seven months in the case of any other company, after that balance sheet date, group financial statements that comply with section 208 are -
(a) completed in relation to that group and that balance sheet date; and
(b) dated and signed on behalf of the directors by two directors of the company, or, if the company has only one director, by that director.
(2) Group financial statements are not required in relation to a company and a balance sheet date if the company is at that balance sheet date the wholly owned subsidiary of any company incorporated in Botswana.
(3) Group financial statements are not required in relation to a company and a balance sheet date if the company is at the balance sheet date a virtually owned subsidiary of any company incorporated in Botswana and the parent obtains the approval of the owners of the minority interest.
(4) In the case of a public or non-exempt private company, group accounts need not deal with a subsidiary of the company in circumstances where this would not be required by the International Financial Reporting Standards.
(5) In the case of companies other than those coming under subsection (4) group accounts need not deal with a subsidiary of the company if the company’s directors are of the opinion and the Registrar agrees that-
(a) it is impracticable, or would be of no real value to members of the company to do so in view of the insignificant amount involved, or would involve expense or delay out of proportion to the value to the members of the company; and
(b) the result would be misleading or harmful to the business of the company or any of its subsidiaries.
(6) The companies required by this section to prepare group financial statements are referred to for this purpose as a "group of companies" or "group".
(7) If the Board fails to comply with subsection (1), every director of the company who is in default shall be guilty of an offence and liable to the penalty set out in section 493 (2).
208. Contents and form of group financial statement
(1) The financial statements of a group shall give a true and fair view of-
(a) the state of affairs of the company and its subsidiaries as at the balance sheet date; and
(b) the profit and loss or income and expenditure, as the case may be, of the company and its subsidiaries for the accounting period ending on that balance sheet date.
(2) Without limiting subsection (1), in the case of public companies and non-exempt private companies the financial statements of a group shall-
(a) be prepared in accordance with and comply with International Financial Reporting Standards;
(b) comply with any regulations made under this Act which prescribe the form and content of group financial statements of public companies and non-exempt private companies; and
(c) comply with any requirements which apply to the group financial statements of public companies and non-exempt private companies under any other Act.
(3) Without limiting subsection (1), the financial statements of the group in the case of an exempt private company shall comply with any regulations made under this Act which prescribe the form and content of group financial statements of exempt private companies.
(4) Where a subsidiary became a subsidiary of a company during the accounting period to which the group financial statements relate, the consolidated profit and loss statement or the consolidated income and expenditure statement for the group, shall relate to the profit or loss of the subsidiary for each part of that accounting period during which it was a subsidiary, and not to any other part of that accounting period.
(5) Subject to subsection (4), where the balance sheet date of a subsidiary of a company is not the same as that of the company, the group financial statements shall-
(a) if the balance sheet date of the subsidiary does not precede that of the company by more than three months, incorporate the financial statements of the subsidiary for the accounting period ending on that date, or incorporate interim financial statements of the subsidiary completed in respect of a period that is the same as the accounting period of the company; or
(b) in any other case, incorporate interim financial statements of the subsidiary completed in respect of a period that is the same as the accounting period of the company.
(6) Subject to subsection (4), group financial statements shall incorporate the financial statements of every subsidiary of the company.
(7) If, in complying with the standards or regulations referred to in subsections (2) and (3) the financial statements do not give a true and fair view of the matters to which they relate the directors shall add such information and explanations as will give a true and fair view of those matters.
209. Registration of financial statement
(1) Every company to which this section applies shall ensure that, statements within 20 working days after the financial statements of the company and any group financial statements are required to be signed, copies of those statements together with a copy of the auditor’s report on those statements are delivered to the Registrar for registration.
(2) The copies delivered to the Registrar under this section shall be certified to be correct copies by two directors of the company, or, where the company has only one director, by that director.
(3) This section applies to every-
(a) public company;
(b) other company in which a public company holds more than 25 per cent of its share capital; and
(c) company which is required by any other enactment to deliver its financial statements to the Registrar for registration.
210. Meaning of "balance sheet date"
(1) In this Act, the term "balance sheet date", in relation to a company, means the close of the 30th day of June or of such other date as the Board of the company has adopted as the company’s balance sheet date and notified to the Registrar under subsection (7).
(2) Subject to subsections (3) and (4), a company shall have a balance sheet date in each calendar year.
(3) A company need not have a balance sheet date in the calendar year in which it is incorporated if its first balance sheet date is in the following calendar year and is not later than 18 months after the date of its formation or incorporation.
(4) If a company changes its balance sheet date, it need not have a balance sheet date in a calendar year if-
(a) the period between any two balance sheet dates does not exceed 15 months; and
(b) the Registrar approves the change of balance sheet date before it is made.
(5) The Registrar may approve a change of balance sheet date for the purposes of subsection (4) with or without conditions.
(6) If a company adopts a balance sheet date other than the 30th day of June, or changes its balance sheet date, it shall, in the prescribed form, lodge with the Registrar, the balance sheet date of the company and the adoption or change of the balance sheet date shall have effect on the date on which the notice is lodged.
(7) The Board of a company shall ensure that, unless in the Board’s opinion there are good reasons against it, the balance sheet date of each subsidiary of the company is the same as the balance sheet date of the company.
(8) If the balance sheet date of a subsidiary of a company is not the same as that of the company, the balance sheet date of the subsidiary for the purposes of any particular group financial statements shall be that preceding the balance sheet date of the company.
211. Meaning of "financial statements and "group financial statements"
(1) In this Act, the term "financial statements", in relation to a company and a balance sheet date, means-
(a) a balance sheet for the company as at the balance sheet date; and
(b) an income statement which shall-
(i) in the case of a company trading for profit, be a profit and loss statement for the company in relation to the accounting period ending at the balance sheet date; and
(ii) in the case of a company not trading for profit, be an income and expenditure statement for the company in relation to the accounting period ending at the balance sheet date; together with any notes or documents giving information relating to the balance sheet or statement including a statement of accounting policies.
(2) In the case of companies which are required to comply with International Financial Reporting Standards the financial statements shall also include-
(a) a statement of changes in equity between its last two balance sheet dates;
(b) a cash flow statement; and
(c) any other statement which may from time to time be required by International Financial Reporting Standards.
(3) In this Act, the term "group financial statements", in relation to a group and a balance sheet date, means-
(a) a consolidated balance sheet for the group as at that balance sheet date; and
(b) a consolidated income statement as described in subsection (2), together with any notes or documents giving information relating to the balance sheet or statement including a statement of accounting policies.
(4) In the case of companies which are required to comply with International Financial Reporting Standards the group financial statements shall also include-
(a) a consolidated statement of changes in equity between the last two balance sheet dates;
(b) a consolidated cash flow statement; and
(c) any other statement which may from time to time be required by International Financial Reporting Standards.
212. Obligation to prepare annual report
(1) The Board of every company shall, in the case of a public company within five months and in the case of any other company within seven months after the balance sheet date of the company, prepare an annual report on the affairs of the company during the accounting period ending on that date.
(2) If the Board of a company fails to comply with subsection (1), every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(1) of this Act.
(3) This section does not apply to a one person company.
(4) The shareholders of a private company may resolve by unanimous resolution that this section and sections 213 to 220 shall not apply to the company, and from the date of that resolution the Board shall not be required to comply with these sections, provided that if any shareholder during the period of three months after balance sheet date in any year requests the Board in writing that it comply with these sections the Board shall comply with these sections in relation to the annual report next due and in relation to any subsequent year until any further unanimous resolution is passed under this section.
213. Sending of annual report to shareholders
(1) Subject to subsection (2), the Board of a company shall cause a copy of the annual report to be sent to every shareholder of the company not less than 20 working days before the date fixed for holding the annual meeting of shareholders.
(2) The Board of a company is not required to send an annual report to a shareholder if-
(a) the shareholder has given notice in writing to the company waiving the right to be sent a copy of that annual report or copies of annual reports of the company generally;
(b) the shareholder has not revoked that notice; and
(c) a copy of the report is available for inspection by the shareholder in the manner prescribed by section 219.
(3) A public company shall deliver a copy of its annual report to the Registrar for registration at the same time as delivering its financial statements for registration under section 209.
(4) If the Board of a company fails to comply with subsection (1) and subsection (3), every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(1).
214. Sending of financial statements to shareholders who elect not to receive annual report
(1) The Board of a company shall cause to be sent to every shareholder of the company referred to in section 213(2), not less than 20 working days before the annual meeting of shareholders-
(a) financial statements for the most recently completed accounting period completed and signed in accordance with section 205 and any group financial statements for the most recently completed accounting period completed and signed in accordance with section 207; and
(b) any auditor’s report on those financial statements and any group financial statements.
(2) If the Board of a company fails to comply with subsection (1) of this section, every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(2).
215. Contents of annual report
(1) Every annual report for a company shall be in writing and be dated and, subject to subsection (3), shall-
(a) describe, so far as the Board believes is material for the shareholders to have an appreciation of the state of the company’s affairs and will not be harmful to the business of the company or of any of its subsidiaries, any change during the accounting period in-
(i) the nature of the business of the company or any of its subsidiaries, or
(ii) the classes of business in which the company has an interest, whether as a shareholder of another company or otherwise;
(b) include financial statements for the accounting period completed and signed in accordance with section 205 and any group financial statements for the accounting period completed and signed in accordance with section 207;
(c) where an auditor’s report is required under Part XIII in relation to the financial statements or group financial statements, as the case may be, included in the report, include that auditor’s report;
(d) describe any change in accounting policies made during the accounting period;
(e) state particulars of entries in the interests register made during the accounting period;
(f) state, in respect of each director or former director of the company, the total of the remuneration and the value of other benefits received by that director or former director during the accounting period;
(g) state the total amount of donations made by the company and any subsidiary during the accounting period;
(h) state the names of the persons holding office as directors of the company as at the end of the accounting period and the names of any persons who ceased to hold office as directors of the company during the accounting period;
(i) state the amounts payable by the company to the person or firm holding office as auditor of the company as audit fees and, as a separate item, fees payable by the company for other services provided by that person or firm; and
(j) be signed on behalf of the Board by two directors of the company or, if the company has only one director, by that director.
(2) A company that is required to include group financial statements in its annual report shall include, in relation to its subsidiaries, the information specified in paragraphs (d) to (j) of subsection (1).
(3) The annual report of a company need not comply with any of paragraphs (a) and (d) to (i) of subsection (1) if all shareholders agree that the report need not do so, and such agreement is noted in the annual report.
216. Failure to disclose
Subject to the constitution of a company, the failure to send an annual report, notice, or other document to a shareholder in accordance with this Act does not affect the validity of proceedings at a meeting of the shareholders of the company if the failure to do so was accidental.
217. Annual return
(1) Subject to subsection (3) every company shall at least once in every year deliver to the Registrar an annual return.
(2) Subject to subsection (3) the annual return shall be completed within 28 days from the date of the annual meeting of the company or where section 107 applies, the date by which the company is required to complete the entries in its minute book relating to the matters which are required to be done at an annual general meeting.
(3) A company which keeps a branch register outside Botswana shall comply with the requirements of subsection (2) within eight weeks after the dates referred to in subsection (2).
(4) The annual return shall be signed by a director or secretary.
(5) The annual return of a company limited by shares shall contain the matters specified in the Sixth Schedule provided that if the matters required to be stated are in each case unchanged from the last preceding annual return the company may present a "No Change Return" in which it is certified by a director or secretary of the company that there is no change in any of the matters stated from the previous year.
(6) The annual return of a company limited by guarantee shall contain the matters which are prescribed by regulations under this Act.
(6A) The annual return of a close company shall be in the form to be prescribed under this Act.
(7) A company need not make an annual return in the calendar year of its registration.
(8) Where the number of members of a private company exceeds 25, the company shall send with its annual return a certificate signed by a director or the secretary of the company to the effect that the excess of the number of members of the company over 25 consists wholly of employees or former employees or of a person or persons who are joint holders and who by virtue of section 245(a) are not required to be included in computing the number of 25.
(9) A public company which-
(a) has more than 500 members; and
(b) provides reasonable accommodation and facilities at a place approved by the Registrar for persons to inspect and take a list of its members and particulars of shares transferred, shall not, unless the Registrar otherwise directs, be required to include a list of members with the annual return if a certificate by the secretary is included that the company is of a kind to which this subsection applies.
(10) If the Board of a company fails to comply with subsection (1) or subsection (2), every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(2).
218. Public inspection of company records
(1) A company shall keep the following records available for records inspection in the manner prescribed in section 220 by a person who serves written notice of intention to inspect on the company-
(a) the certificate of incorporation or registration of the company;
(b) the constitution of the company, if it has one;
(c) the share register;
(d) the full names and residential addresses of the directors;
(e) the registered office and address for service of the company;
(f) the register of charges;
(g) copies of the instruments creating or evidencing charges which are required to be registered under section 125; and
(h) in the case of a public company the register of substantial shareholders.
(2) If a company fails to comply with subsection (1)-
(a) the company commits an offence and is liable on conviction to the penalty set out in section 492(1); and
(b) every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(1).
219. Inspection of company records by shareholders
(1) In addition to the records available for public inspection, a company shall keep the following records available for inspection in the manner prescribed in section 220 by a shareholder of the company, or by a person authorised in writing by a shareholder for the purpose, who serves written notice of intention to inspect on the company-
(a) minutes of all meetings and resolutions of shareholders;
(b) copies of written communications to all shareholders or to all holders of a class of shares during the preceding 10 years, including annual reports, financial statements, and group financial statements;
(c) certificates given by directors under this Act; and
(d) the interests register of the company, if it has one.
(2) If a company fails to comply with subsection (1)-
(a) the company shall be guilty of an offence and liable to the penalty set out in section 492(2); and
(b) every director of a company shall be guilty of an offence and liable to the penalty set out in section 493(2).
220. Manner of inspection
(1) Documents which may be inspected under section 218 or section 219 shall be available for inspection at the place at which the company’s records are required to be kept during normal working hours of each working day during the inspection period.
(2) In this section, the term "inspection period" means the period commencing on the third working day after the day on which notice of intention to inspect is served on the company by the person or shareholder concerned and ending with the eighth working day after the day of service.
221. Copies of documents
(1) A person may require a copy of, or extract from, a document which is available for inspection by that person under section 218 or section 219 to be sent to him-
(a) within five working days after he or she has made a request in writing for the copy or extract; and
(b) if that person has paid a reasonable copying and administration fee prescribed by the company.
(2) If a company fails to provide a copy of, or extract from, a document in accordance with a request under subsection (1)-
(a) the company shall be guilty of an offence and liable to the penalty set out in section 492(1); and
(b) every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(2).
