COMPANIES ACT (CHAPTER 50, SECTION 411) COMPANIES REGULATIONS

ARRANGEMENT OF REGULATIONS 1. Citation 2. [Deleted] PART I PRELIMINARY PART II FORMS 3. Forms 4. Particulars prescribed by forms 5. Directions in forms 5A. [Deleted] PART III GENERAL PROVISIONS RELATING TO FORMS AND OTHER DOCUMENTS 6. Publicity requirements 7. Verification and certification of documents. 8. [Deleted] 8A. [Deleted] 9. [Deleted] 10. [Deleted] 11. Manner of giving notice to dissenting shareholder and to non- assenting shareholder PART IV AUDIT 12. Auditors ’ remuneration 13. Prescribed nominal sum under section 205B(3)(fb) of Act 14. to 25. [Repealed] 26. [Deleted] 27. [Deleted] 28. [Deleted] PART V JUDICIAL MANAGEMENT PETITIONS 29. Definition 30. Form of application for judicial management 31. Filing of application for judicial management 32. Notice of application for judicial management 33. Service of application for judicial management 34. Copy of application and supporting affidavit to be furnished to creditor or member 35. Notice of intention to appear 36. List of persons intending to appear 37. Affidavits opposing the nomination and affidavits in reply 38. Attendance on Registrar of Supreme Court 39. Substitution of any person as applicant 40. Notice of judicial management order PROOFS 41. Proof of debt 42. Mode of proof 43. Verification of proof 44. Contents of proofs 45. Statement of security 46. [Deleted] 47. Cost of proof 48. Discount 49. Periodical payments 50. Interest 50A. Statement of accounts 51. Proof for debt payable at a future time 52. Workmen ’ s wages 53. Production of bills of exchange and promissory notes MEETINGS OF CREDITORS IN RELATION TO A JUDICIAL MANAGEMENT 54. Creditors ’ meeting under section 227N(1) 55. Notice of first meetings 56. Summoning of first meetings 57. Form of notice of first meetings 58. Notice of first meeting to officers of company 59. Summary of statement of affairs 60. Judicial manager ’ s meetings of creditors 61. Application of regulations as to meetings 62. Summoning of meetings of creditors 63. Proof of notice 64. Place of meetings 65. Costs of calling meeting 66. Chairman of meeting 67. Ordinary resolution of creditors 68. [Deleted] 69. Non-reception of notice by a creditor 70. Adjournment 71. Quorum 72. Creditors entitled to vote 73. Cases in which creditors may not vote 74. Votes of secured creditors 75. Admission and rejection of proofs for purpose of voting 76. Statement of security 77. Minutes of meeting ADMISSION AND REJECTION OF PROOFS AND APPEAL TO THE COURT 78. Notice to creditors to prove 79. Examination of proof 80. Appeal by creditor 81. Expunging at instance of judicial manager 82. Expunging at instance of creditor 83. Oaths 84. Procedure where creditor appeals 85. Costs of appeal against rejection COMMITTEE OF CREDITORS 86. Constitution, meetings, etc., of committee of creditors PART VI MISCELLANEOUS 87. Prescribed particulars under section 83(2)(c) of Act 88. Official Receiver ’ s or liquidator ’ s report in relation to unfitness of directors of insolvent companies 89. Requirement of secretary 89AA. Prescribed class of companies under section 175(2)(b) of Act 89AB. Prescribed class of companies under section 201(4)(b) of Act 89A. Public interest company 89B. Prescribed circumstances on whether company is carrying on business 89C. Safeguards for use of electronic communications 89D. Excluded notices and documents PART VII REVOCATION 90. Revocation The Schedules [15th May 1987] Citation

PART I PRELIMINARY

1. These Regulations may be cited as the Companies Regulations.

2. [Deleted by S 16/2003 wef 13/01/2003]

PART II FORMS

Forms

3.

—

(1)

Subject to these Regulations, where a provision of the Act or these Regulations is specified in the first column of the First Schedule, the form set out in the Second Schedule the number of which is specified in the third column of the First Schedule opposite to that provision is prescribed as the form to be used for the purposes of that provision in relation to the matter or thing described in the second column of the First Schedule opposite to that provision.

(2)

Strict compliance with the forms contained in the Second Schedule is not necessary, and substantial compliance is sufficient.

(3)

[Deleted by S 16/2003 wef 13/01/2003] Particulars prescribed by forms

4. Where a form prescribed by these Regulations requires completion by the insertion of, or the attachment to the form of a document containing particulars or other matters referred to in the form, those particulars or other matters are prescribed as the particulars or other matters required under the provisions of the Act or these Regulations for the purposes for which the form is prescribed.

Directions in forms

5. A form prescribed by these Regulations shall be completed in accordance with such directions as are specified by the Registrar or in the form as so prescribed.

5A. [Deleted by S 16/2003 wef 13/01/2003]

PART III

GENERAL PROVISIONS RELATING TO FORMS AND OTHER DOCUMENTS Publicity requirements

6.

—

(1)

For the purposes of sections 78B(1)(c) and 78C(1)(c) of the Act, a company meets the publicity requirements if it — (a) lodges with the Registrar within 8 days beginning with the resolution date — (i) a notice containing the text of the special resolution for reducing share capital; (ii) the resolution date; and (iii) the reduction information, in the format specified by the Registrar; and (b) pays the prescribed fee.

(2)

The company may, in addition to the requirements in paragraph (1), publish a notice containing the reduction information in a daily newspaper circulating generally in Singapore.

(3)

Upon payment of the prescribed fee, the Registrar shall as soon as possible make the information referred to in paragraph (1)(a) available for inspection by any person at the office of the Authority, on the electronic transaction system at http://www.bizfile.gov.sg or through such other medium or media as the Registrar thinks fit. [S 280/2015 wef 15/05/2015]

(4)

The information referred to in paragraph (1)(a) shall remain available for inspection until — (a) the special resolution is revoked; (b) the special resolution has been cancelled by the Court; (c) the company is unable to reduce its share capital by reason of non-compliance with the procedures provided for it by any of the provisions of Division 3A of Part IV of the Act; or (d) one month after the reduction of the share capital has taken effect, as the case may be. [S 53/2006 wef 30/01/2006]

(5)

In paragraph (3), “ electronic transaction system ” means the electronic transaction system established by the Authority under section 28B(1) of the Accounting and Corporate Regulatory Authority Act (Cap. 2A). [S 280/2015 wef 15/05/2015] Verification and certification of documents.

7.

—

(1)

[Deleted by S 237/2002 wef 01/07/2002]

(2)

[Deleted by S 237/2002 wef 01/07/2002]

(3)

[Deleted by S 237/2002 wef 01/07/2002]

(4)

[Deleted by S 16/2003 wef 13/01/2003]

(5)

[Deleted by S 237/2002 wef 01/07/2002]

(6)

[Deleted by S 16/2003 wef 13/01/2003]

(7)

[Deleted by S 16/2003 wef 13/01/2003] (7A) For the purpose of section 270(1) of the Act, a statement of affairs of a company shall be verified by affidavit in accordance with Form 62A in the Second Schedule sworn or affirmed by the person who submits, or by one of the persons who submits, the statement to the Official Receiver or the liquidator of the company, as the case requires, under section 270(2) of the Act. [S 245/97 wef 02/06/1997] (7B) For the purpose of section 296(4) of the Act, a statement of affairs of a company shall be verified by affidavit in accordance with Form 62 in the Second Schedule sworn or affirmed by the directors of the company. [S 245/97 wef 02/06/1997]

(8)

[Deleted by S 16/2003 wef 13/01/2003]

(9)

[Deleted by S 16/2003 wef 13/01/2003]

(10)

[Deleted by S 16/2003 wef 13/01/2003]

(11)

[Deleted by S 16/2003 wef 13/01/2003]

8. [Deleted by S 16/2003 wef 13/01/2003]

8A. [Deleted by S 16/2003 wef 13/01/2003]

9. [Deleted by S 237/2002 wef 01/07/2002]

10. [Deleted by S 16/2003 wef 13/01/2003]

Manner of giving notice to dissenting shareholder and to non- assenting shareholder

11.

—

(1)

The prescribed manner of giving notice under section 215(1) of the Act to a dissenting shareholder is by delivering to the shareholder personally or by sending by post to the shareholder at the address of the shareholder shown in the books of the transferor company a notice in accordance with Form 57 in the Second Schedule.

(2)

The prescribed manner of giving notice under section 215(3) of the Act to a shareholder who has not assented to a scheme or contract is by delivering to the shareholder personally or by sending by post to the shareholder at the address of the shareholder shown in the books of the transferor company a notice in accordance with Form 58 in the Second Schedule.

(3)

In this regulation, “ transferor company ” has the meaning assigned to it in section 215 of the Act.

PART IV

AUDIT Auditors ’ remuneration

12. For the purposes of section 206(1A) of the Act, a review of the fees, expenses and emoluments of an auditor of a public company shall be undertaken if the total amount of the fees paid to the auditor for non-audit services in any financial year of the company exceeds 50% of the total amount of the fees paid to the auditor in that financial

year. [S 137/2004 wef 01/04/2004] Prescribed nominal sum under section 205B(3)(fb) of Act

13. For the purposes of section 205B(3)(fb) of the Act, the amount prescribed is $5,000.

[S 831/2015 wef 03/01/2016]

14. to 25. [Deleted by S 16/2003 wef 13/01/2003]

PART V JUDICIAL MANAGEMENT

26. [Deleted by S 16/2003 wef 13/01/2003]

27. [Deleted by S 16/2003 wef 13/01/2003]

28. [Deleted by S 16/2003 wef 13/01/2003]

PETITIONS Definition

29. In this Part,

“ application for a judicial management order ” means an application made under section 227B of the Act for an order placing a company under the judicial management of a judicial manager. [S 861/2005 wef 01/04/2006] Form of application for judicial management

30.

—

(1)

Every application for a judicial management order shall be made by originating summons in Form 63A in the Second Schedule supported by an affidavit in Form 63B in the Second Schedule.

(2)

The supporting affidavit — (a) shall be deposed to by the person making the application or, if more than one, or, in the case where the application is made by a corporation, by some director, secretary or other principal officer thereof; and (b) shall be filed together with the application. [S 861/2005 wef 01/04/2006] Filing of application for judicial management

31.

—

(1)

An application for a judicial management order shall be filed at the office of the Registrar of the Supreme Court who shall appoint the time and place at which the application is to be heard.

(2)

Notice of the time and place appointed for hearing the application shall be indicated on the originating summons and sealed copies thereof, and the Registrar of the Supreme Court may at any time before the application has been advertised, alter the time appointed and fix another time. [S 861/2005 wef 01/04/2006] Notice of application for judicial management

32.

—

(1)

Every notice of an application for a judicial management order shall be published in accordance with Form 63C in the Second Schedule, 7 clear days or such longer time as the Court may direct before the hearing, as follows: (a) once in the Gazette and once at least in one English and one Chinese local daily newspaper or in such other newspapers as the Court may direct; (b) the notice shall — (i) state the day on which the application was filed and the name and address of the applicant and of his solicitor; and (ii) contain a note stating that any person who intends to appear at the hearing of the application to oppose the nomination of a judicial manager made by the company, pursuant to section 227B(3)(c) of the Act or the making of a judicial management order pursuant to section 227B(5)(b) of the Act must send notice of such intention to the applicant or to his solicitor, within the time and in the manner prescribed by regulation 33.

(2)

A notice of an application for a judicial management order which does not contain the note referred to in paragraph (1)(b)(ii) shall be deemed irregular.

(3)

If the applicant for a judicial management order or his solicitor does not, within the time required under paragraph (1) or within such extended time as the Registrar of the Supreme Court may allow, duly publish the notice of the application in the manner required by this regulation, the appointment of the time and place at which the application is to be heard shall be cancelled by the Registrar of the Supreme Court and the application shall be removed from the file unless the Judge or the Registrar of the Supreme Court shall otherwise direct.

(4)

The notice of application together with a copy of the application and its supporting affidavit shall be filed with the Registrar in accordance with the provisions of the Companies (Filing of Documents) Regulations (Rg 7). [S 861/2005 wef 01/04/2006] Service of application for judicial management

33.

—

(1)

Every application for a judicial management order and its supporting affidavit shall, unless filed by the company, be served upon the company within 7 days of the hearing of the application at the registered office of the company, by leaving a copy thereof with any member, officer or employee of the company there, or in case no such member, officer or employee can be found there, then by leaving a copy thereof at such registered office or by serving it on such member or members of the company as the Court may direct.

(2)

The affidavit of service of the application may be in accordance with Form 63D in the Second Schedule. [S 861/2005 wef 01/04/2006] Copy of application and supporting affidavit to be furnished to creditor or member

34. Every member or creditor of the company shall be entitled to be furnished by the applicant or his solicitor with a copy of the application for a judicial management order and its supporting affidavit within 48 hours after requesting it, upon payment of $1 per page or part thereof for such copy.

[S 861/2005 wef 01/04/2006] Notice of intention to appear

35.

—

(1)

Every person who intends to appear at the hearing of an application for a judicial management order, being a person referred to in sections 227B(3)(c) and 227B(5)(b) of the Act, shall serve on the applicant or his solicitor notice of his intention.

(2)

The notice shall be signed by such person or by his solicitor and shall give the address of the person signing it and shall be served, or if sent by post shall be posted in such time as in the ordinary course of post to reach the address not later than 12 noon of the day previous to the day appointed for the hearing of the application.

(3)

The notice may be in accordance with Form 63E in the Second Schedule with such variations as circumstances may require.

(4)

A person who has failed to comply with this regulation shall not, without special leave of the Court, be allowed to appear at the hearing of the application. [S 861/2005 wef 01/04/2006] List of persons intending to appear

36.

—

(1)

The applicant or his solicitor shall prepare a list in accordance with Form 63F in the Second Schedule of the names and addresses of the persons who have given notice of their intention to appear at the hearing of the application for a judicial management order and of their respective solicitors.

(2)

On the day appointed for hearing the application, a fair copy of the list or, if no notice of intention has been given, a statement to that effect, shall be handed by the applicant or his solicitor to the Court prior to the hearing of the application. [S 861/2005 wef 01/04/2006] Affidavits opposing the nomination and affidavits in reply

37.

—

(1)

Affidavits in opposition to the making of a judicial management order or a nomination of a judicial manager made in an application for a judicial management order shall be filed and a copy thereof served on the applicant or his solicitor at least 7 days before the time appointed for the hearing of the application.

(2)

Any affidavit in reply to an affidavit filed in opposition shall be filed within 3 days of the date of the service on the applicant of the affidavit in opposition and a copy thereof served on the party opposing the application for a judicial management order or his solicitor. [S 861/2005 wef 01/04/2006] Attendance on Registrar of Supreme Court

38.

—

(1)

After an application for a judicial management order has been filed, the applicant or his solicitor shall on a day to be appointed by the Registrar of the Supreme Court attend before the Registrar and satisfy him that — (a) the application has been duly published in the Gazette and in one English and one Chinese local daily newspaper; (b) the supporting affidavit and the affidavit of service, if any, have been duly filed; (c) the consent in writing of the approved company auditor nominated by the applicant has been obtained and filed; (d) the provisions of these Regulations have been duly complied with; and (e) a sum of $1,000 has been deposited with the Court to cover the fees and expenses to be incurred by the judicial manager.

(2)

This deposit shall be refunded to the applicant by the Court on the discharge of the judicial management order.

(3)

Where an applicant has not, prior to the hearing of the application for a judicial management order, attended before the Registrar of the Supreme Court at the time appointed and satisfied the Registrar in the manner required by this regulation, no order shall be made on the application of such applicant except an order for the dismissal or adjournment of the application for a judicial management order. [S 861/2005 wef 01/04/2006] Substitution of any person as applicant

39.

—

(1)

When an applicant is not entitled to make an application for a judicial management order or, whether so entitled or not, where he — (a) fails to take all the steps prescribed by these Regulations preliminary to the hearing of the application; (b) consents to withdraw his application for a judicial management order or to allow it to be dismissed or the hearing to be adjourned; or (c) fails to appear in support of his application for a judicial management order when it is called on in Court on the day originally fixed for the hearing thereof or on any day to which the hearing has been adjourned or if appearing does not apply for an order in terms of the relief sought in the application, the Court may, upon such terms as it thinks just, substitute as in his place as applicant any other person who, in the opinion of the Court, would have a right to make the application for a judicial management order and who is desirous of proceeding with the application.

(2)

An order to substitute an applicant may, where the original applicant fails to advertise his application for a judicial management order within the time prescribed by or under these Regulations or consents to withdraw his application for a judicial management order, be made by the Registrar of the Supreme Court or the Court at any time before the date fixed for the hearing of the application. [S 861/2005 wef 01/04/2006] Notice of judicial management order

40.

—

(1)

When an order is made for the placing of a company under the judicial management of a judicial manager, the applicant shall forthwith inform the judicial manager of the making thereof in accordance with Form 63G in the Second Schedule and within 3 days of the pronouncement thereof publish in the Gazette and once at least in one English and one Chinese local daily newspaper a notice of the order in accordance with Form 63H in the Second Schedule and lodge the notice together with a copy of the order with the Registrar in accordance with the applicable regulation of the Companies (Filing of Documents) Regulations 2003 (G.N. No. S 17/2003). [S 16/2003 wef 13/01/2003] [S 861/2005 wef 01/04/2006] Sending of copy of judicial management order

(2)

Unless otherwise directed by the Court, the copy of the judicial management order required by section 227K of the Act to be sent to the company may be sent either personally or by prepaid letter addressed to the secretary thereof at the registered office of the company. Notice at the foot of every judicial management order

(3)

An order to place a company under the judicial management of a judicial manager shall contain at the foot thereof a notice stating that it will be the duty of the persons mentioned in section 227L(2) of the Act to make out the company ’ s statement of affairs and to attend on the judicial manager at such time and place as he may appoint in accordance with Form 63I in the Second Schedule. [S 861/2005 wef 01/04/2006] PROOFS Proof of debt

41. In a judicial management every creditor shall prove his debt, unless the Judge in any particular judicial management shall give directions that any creditors or class of creditors shall be admitted without proof.

Mode of proof

42. The debt shall be proved in any judicial management by delivering or sending through the post to the judicial manager a declaration verifying the debt.

[S 314/2001 wef 01/07/2001] Verification of proof

43. A declaration proving a debt may be made by the creditor himself or by some person authorised by or on behalf of the creditor.

[S 354/2002 wef 01/08/2002] Contents of proofs

44.

—

(1)

A declaration proving a debt shall be in accordance with Form 77 in the Second Schedule. [S 354/2002 wef 01/08/2002]

(2)

The judicial manager to whom the proof is sent may at any time call for the production of the vouchers. Statement of security

45. A declaration proving a debt shall state whether the creditor is or is not a secured creditor.

[S 314/2001 wef 01/07/2001]

46. [Deleted by S 314/2001 wef 01/07/2001]

Cost of proof

47. A creditor shall bear the cost of proving his debt unless the Court otherwise orders.

Discount

48. A creditor proving his debt shall deduct therefrom all trade discounts, but he shall not be compelled to deduct any discount, not exceeding 5% on the net amount of his claim, which he may have agreed to allow for payment in cash.

Periodical payments

49. When any rent or other payment falls due at stated periods, and the judicial management order is made at any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of the judicial management order as if the rent or payment grew due from day to day.

Interest

50. On any debt or sum, payable at a certain time or otherwise whereon interest is not reserved or agreed for, and which is overdue at the date of the judicial management order, the creditor may prove for interest at a rate not exceeding 6% per annum to that date from the time when the debt or sum was payable, if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing has been made, giving notice that interest will be claimed from the date of the

demand until the time of payment. Statement of accounts

50A. A licensed moneylender filing a proof of debt under regulation 41 in respect of a loan made by him shall, within 14 days from the date of filing thereof, file a statement of accounts in the form specified in the First Schedule to the Moneylenders Act (Cap. 188).

[S 260/2003 wef 01/06/2003] Proof for debt payable at a future time

51. A creditor may prove for a debt not payable at the date of the judicial management order, as if it were payable presently, and may receive dividends equally with the other creditors, deducting only thereout a rebate of interest at the rate of 6% per annum computed from the declaration of a dividend to the time when the debt would have become payable according to the terms on which it was contracted.

Workmen ’ s wages

52.

—

(1)

In any case in which it appears that there are numerous claims for wages by workmen and others employed by the company, it shall be sufficient if one proof in accordance with Form 77 in the Second Schedule for all such claims is made either by a foreman or by some other person or trade union recognised by the company on behalf of such creditors. [S 314/2001 wef 01/07/2001]

(2)

Such proof shall have annexed thereto as forming part thereof, a schedule setting forth the names and addresses of workmen and others, and the amounts severally due to them.

(3)

Any proof made in compliance with this regulation shall have the same effect as if separate proofs had been made by each of the said workmen and others. Production of bills of exchange and promissory notes

53. Where a creditor seeks to prove in respect of a bill of exchange, promissory note or other negotiable instrument or security on which

the company is liable, such bill of exchange, promissory note, instrument or security must, subject to any special order of the Court made to the contrary, be produced to the judicial manager and be marked by him before the proof can be admitted either for voting or for any purpose. MEETINGS OF CREDITORS IN RELATION TO A JUDICIAL MANAGEMENT Creditors ’ meeting under section 227N(1)

54. The meeting of creditors under section 227N(1) of the Act (referred to in these Regulation as the first meeting of creditors) shall be held within 60 days after the date of the judicial management order or within such further time as the Court may approve.

Notice of first meetings

55. The judicial manager shall give notice of the date fixed by him for the first meeting of creditors by advertisement in the Gazette and in one English and one Chinese local daily newspaper.

Summoning of first meetings

56. The first meetings of creditors shall be summoned as hereinafter provided.

Form of notice of first meetings

57. The notice of first meeting of creditors shall be in accordance with Form 63L in the Second Schedule and the notices to creditors shall state a time within which the creditors must lodge their proofs in order to entitle them to vote at the first meeting.

Notice of first meeting to officers of company

58.

—

(1)

The judicial manager shall also give to each of the directors and other officers of the company who in his opinion ought to attend the first meeting of creditors 7 days ’ notice in accordance with Form 63M in the Second Schedule of the time and place appointed for each meeting, such notice to be delivered personally or sent by prepaid post, as may be convenient.

(2)

It shall be the duty of every officer who receives notice of such meeting to attend if so required by the judicial manager, and if any such director or officer fails to attend the judicial manager shall report such failure to the Court. Summary of statement of affairs

59.

—

(1)

The judicial manager shall also, as soon as practicable, send to each creditor mentioned in the company ’ s statement of affairs a summary of the company ’ s statement of affairs including the causes of its inability to pay its debts and any observations thereon which the judicial manager may think fit to make.

(2)

The proceedings at a meeting shall not be invalidated by reason of any summary or notice required by these Regulations not having been sent or received before the meeting. Judicial manager ’ s meetings of creditors

60.

—

(1)

In addition to the first meeting of creditors, the judicial manager in any judicial management may himself from time to time subject to the provisions of the Act and the control of the Court summon, hold and conduct meetings of the creditors (referred to in these Regulations as judicial manager ’ s meetings of creditors) for the purpose of ascertaining their wishes in all matters relating to the judicial management.

(2)

The notice calling for such meetings shall be in accordance with Form 63N in the Second Schedule. Application of regulations as to meetings

61. Except where and so far as the nature of the subject-matter or the context may otherwise require, the regulations relating to meetings hereinafter set out shall apply to the first meeting and the judicial manager

’ s meetings of creditors, but so that those regulations shall take effect subject and without prejudice to any express provisions of the Act. Summoning of meetings of creditors

62.

—

(1)

The judicial manager shall summon all meetings of creditors by giving not less than 7 days ’ notice of the time and place thereof in the Gazette and shall, not less than 7 days before the day appointed for the meeting, send by post to every person appearing by the company ’ s books to be a creditor of the company, a notice of the meeting of creditors.

(2)

The notice to each creditor shall be sent to the address given in his proof, or, if he has not proved, to the address given in the statement of affairs of the company, or to such other address as may be known to the person summoning the meeting. Proof of notice

63. An affidavit in accordance with Form 63O in the Second Schedule by the judicial manager or his solicitor or the agent of either of such persons, that the notice of any meeting has been duly posted, shall be sufficient evidence of such notice having been duly sent to the person to whom the notice was addressed.

Place of meetings

64. Every meeting shall be held at such place as is in the opinion of the person convening the meeting most convenient for the majority in number of value of the creditors.

Costs of calling meeting

65.

—

(1)

The costs of summoning a meeting of creditors at the instance of any person other than the judicial manager shall be paid by the person at whose instance it is summoned who shall before the meeting is summoned deposit with the judicial manager such sum as may be required by the judicial manager as security for the payment of such costs.

(2)

The costs of summoning such meetings of creditors including all disbursements for printing, stationery, postage and the hire of room, shall be calculated at the following rate for each creditor to whom notice is required to be sent: (a) $5 per creditor for the first 50 creditors, (b) $3 per creditor for the next 50 creditors, and (c) $2 per creditor for any number of creditors after the first 100.

(3)

The said costs shall be repaid out of the assets of the company if the Court shall by order, or if the creditors shall by resolution, so direct. Chairman of meeting

66.

—

(1)

Where a meeting is summoned by the judicial manager, he, or a person nominated by him, shall be chairman of the meeting.

(2)

At every other meeting of creditors, the chairman shall be such person as the meeting shall by resolution appoint. Ordinary resolution of creditors

67. At a meeting of creditors, a resolution shall be deemed to be passed when a majority in number and value of the creditors present, personally or by proxy, and voting on the resolution, have voted in favour of the resolution.

68. [Deleted by S 16/2003 wef 13/01/2003]

Non-reception of notice by a creditor

69. Where a meeting of creditors is summoned by notice, the proceedings and resolutions at the meeting shall, unless the Court otherwise orders, be valid, notwithstanding that some creditors may not have received the notice sent to them.

Adjournment

70. The chairman may with the consent of the meeting adjourn it from time to time and from place to place, and then shall issue a memorandum in accordance with Form 63P in the Second Schedule but the adjourned meeting shall be held at the same place as the original place of meeting unless in the resolution for adjournment

another place is specified or unless the Court otherwise orders. Quorum

71.

—

(1)

A creditors ’ meeting may not act for any purpose except the election of a chairman, the proving of debts and the adjournment of the meeting unless there are present or represented thereat at least 3 creditors entitled to vote or all the creditors entitled to vote if the number of the creditors entitled to vote does not exceed 3.

(2)

If within half an hour from the time appointed for the meeting a quorum of creditors is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day as the chairman may appoint, not being less than 7 nor more than 21 days from the day from which the meeting was adjourned.

(3)

If within half an hour from the time appointed for the adjourned meeting a quorum of creditors is not present or represented, the adjourned meeting shall not be further adjourned. Creditors entitled to vote

72. In the case of a first meeting of creditors or of an adjournment thereof, a person shall not be entitled to vote as a creditor unless he has duly lodged with the judicial manager not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting a proof of the debt which he claims to be due to him from the company.

Cases in which creditors may not vote

73. A creditor shall not vote in respect of any unliquidated or contingent debt, or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current bill of exchange or promissory note held by him unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and against whom a receiving order in bankruptcy has not been made, as a security in his hands, and to

estimate the value thereof, and for the purposes of voting to deduct it from his proof. Votes of secured creditors

74. For the purpose of voting, a secured creditor shall, unless he surrenders his security, state in his proof the particulars of his security, the date when it was given, and the value at which he assesses it, and shall be entitled to vote only in respect of the balance (if any) due to him after deducting the value of his security. If he votes in respect of his whole debt he shall be deemed to have surrendered his security, unless the Court on application is satisfied that the omission to value the security has arisen from inadvertence.

Admission and rejection of proofs for purpose of voting

75. The chairman shall have power to admit or reject a proof for the purpose of voting, but his decision shall be subject to appeal to the Court. If he is in doubt whether a proof shall be admitted or rejected, he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.

Statement of security

76. For the purpose of voting at any meeting in a judicial management, a secured creditor shall lodge with the judicial manager before the meeting a statement giving the particulars of his security, the date when it was given and the value at which he assesses it.

Minutes of meeting

77.

—

(1)

The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose and the minutes shall be signed by him or by the chairman of the next ensuing meeting.

(2)

A list of creditors present at every meeting shall be made and kept in accordance with Form 63R in the Second Schedule. ADMISSION AND REJECTION OF PROOFS AND APPEAL TO THE COURT Notice to creditors to prove

78. For the purposes of section 227N of the Act, the judicial manager in any judicial management shall from time to time fix a day (which shall not be less than 14 days from the date of the notice) on or before which the creditors of the company are to prove their debts or claims, and the judicial manager shall give notice of the day so fixed in the Gazette in accordance with Form 63S in the Second Schedule and in one English and one Chinese local daily newspaper and also notice in writing of such day in accordance with Form 63T or 63U in the Second Schedule to every person who to the knowledge of the judicial manager claims to be a creditor of the company and whose claim has not been admitted or to every person mentioned in the statement of affairs as a creditor who has not proved his debt.

Examination of proof

79. The judicial manager shall examine every proof of debt lodged with him and the grounds of the debt, and shall in writing admit or reject it, in whole or in part, or require further evidence in support of it. If he rejects a proof he shall state in writing in accordance with Form 63V in the Second Schedule to the creditor the grounds of the rejection.

Appeal by creditor

80. If a creditor is dissatisfied with the decision of the judicial manager in respect of a proof, the Court may, on the application of the creditor, reverse or vary the decision; but subject to the power of the Court to extend the time, no application to reverse or vary the decision of the judicial manager in a judicial management by the Court rejecting a proof sent to him by a creditor, or person claiming to be a creditor, shall be entertained, unless notice of the application is given

before the expiration of 21 days from the date of the service of the notice of rejection. Expunging at instance of judicial manager

81. If the judicial manager thinks that a proof has been improperly admitted, the Court may, on the application of the judicial manager, after notice to the creditor who made the proof, expunge the proof or reduce its amount.

Expunging at instance of creditor

82. The Court may also expunge or reduce a proof upon the application of a creditor if the judicial manager declines to interfere in the matter.

Oaths

83. For the purpose of any of his duties in relation to proofs, the judicial manager may administer oaths and take affidavits.

Procedure where creditor appeals

84. The judicial manager shall, within 3 days after receiving notice from a creditor of his intention to appeal against a decision rejecting a proof, file such proof with the Court, with a memorandum thereon of his disallowance thereof.

Costs of appeal against rejection

85. The judicial manager shall in no case be personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part.

COMMITTEE OF CREDITORS Constitution, meetings, etc., of committee of creditors

86.

—

(1)

(a) The creditors at the meeting summoned under section 227M of the Act may appoint a committee of creditors under section 227O of the Act, consisting of not less than 5 persons and not more than 7 persons — (i) one of whom shall be an employee of the company (other than a director or former director) to represent employees of the company but in a case where the employees belong to a trade union, the trade union may, pursuant to section 227S of the Act, represent employees of the company; and (ii) one of whom shall be a shareholder of the company to represent the shareholders. (b) Such employee or shareholder representative shall be entitled to attend all meetings of the committee but shall not be entitled to vote as a member of the committee. (c) At its meeting summoned under section 227M of the Act, the committee shall — (i) elect a chairman, who is entitled to vote, from its members; and (ii) decide upon a quorum. (d) At meetings of the committee, all questions shall be decided by a resolution in writing signed by a majority in number of the members entitled to vote. (e) Any vacancy in the committee shall be filled at the discretion of the committee. (f) The committee shall hold a meeting at least once every 14 days unless it resolves otherwise.

(2)

The committee of creditors may require the judicial manager to appear before it and furnish such information relating to the carrying out by him of his functions as it may reasonably require and wherever practicable the judicial manager shall inform the committee of any important action which he proposes to take.

(3)

If the committee of creditors is dissatisfied with the extent or the nature of information being furnished to it by the judicial manager, it may make representations to the Court and the Court, if satisfied that the representations are well founded, may give such directions to the judicial manager as it considers appropriate.

PART VI MISCELLANEOUS

Prescribed particulars under section 83(2)(c) of Act

87. For the purpose of section 83(2)(c) of the Act, where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, he shall give notice in writing to the company stating

— (a) the change in the percentage level; and (b) whether the change in that percentage level is the result of — (i) a transaction; or (ii) a series of transactions. [S 236/2003 wef 15/05/2003] Official Receiver ’ s or liquidator ’ s report in relation to unfitness of directors of insolvent companies

88. For the purposes of section 149(3) of the Act, the report to be made by the Official Receiver or liquidator shall be in accordance with Form 48C in the Second Schedule.

Requirement of secretary

89. For the purposes of section 171(1AA)(b) of the Act, the requirements relating to experience, professional and academic requirements and membership of professional associations that a secretary of a public company must satisfy are any of the following:

(a) the person has, for at least 3 years in the period of 5 years immediately preceding his appointment as secretary, held the office of secretary of any company; (b) the person is a qualified person under the Legal Profession Act (Cap. 161); (c) the person is a public accountant; (d) the person is a member of the Institute of Singapore Chartered Accountants; (e) the person is a member of the Chartered Secretaries Institute of Singapore; [S 327/2016 wef 08/02/2016] (f) the person is a member of the Association of International Accountants (Singapore Branch); (g) the person is a member of the Institute of Company Accountants, Singapore. [S 379/2015 wef 01/07/2015] Prescribed class of companies under section 175(2)(b) of Act

89AA. The class of companies prescribed for the purposes of section 175(2)(b) of the Act as in force immediately before 31 August 2018 is the class of companies that meets all of the following conditions:

(a) each company is an exempt private company; (b) each company is able to meet its liabilities as and when they fall due; (c) each company lodges its latest full set of financial statements together with its annual return in respect of the calendar year with the Registrar in eXtensible Business Reporting Language. [S 831/2015 wef 03/01/2016] [S 511/2018 wef 31/08/2018] Prescribed class of companies under section 201(4)(b) of Act

89AB. The class of companies prescribed for the purposes of section 201(4)(b) of the Act as in force immediately before 31 August 2018 is the class of companies that meets all of the following conditions:

(a) each company is an exempt private company; (b) each company is able to meet its liabilities as and when they fall due; (c) each company lodges its latest full set of financial statements together with its annual return in respect of the calendar year with the Registrar in eXtensible Business Reporting Language. Public interest company [S 831/2015 wef 03/01/2016] [S 511/2018 wef 31/08/2018]

89A.

—

(1)

For the purposes of section 205AA(4) of the Act, “ public interest company ” means — (a) a company which is listed or in the process of issuing its debt or equity instruments for trading on a securities exchange outside Singapore; (b) a company which is a relevant financial institution; or (c) a company — (i) which is a charitable company or an institution of a public character within the meaning of the Charities Act (Cap. 37); and (ii) which gross annual receipts in each of the immediately preceding 2 financial years is not less than $10 million.

(2)

In paragraph (1)(b), “ relevant financial institution ” means — (a) a bank licensed under the Banking Act (Cap. 19); (b) a finance company licensed under the Finance Companies Act (Cap. 108); (c) a holder of a financial adviser ’ s licence granted under the Financial Advisers Act (Cap. 110); (d) an insurance broker registered under the Insurance Act (Cap. 142); (e) an insurer licensed under the Insurance Act; (f) a financial institution approved under section 28 of the Monetary Authority of Singapore Act (Cap. 186); (g) a holder of a remittance licence under the Money ‑ changing and Remittance Businesses Act (Cap. 187); (h) an operator of a designated payment system, as designated under section 7 of the Payment Systems (Oversight) Act (Cap. 222A); (i) an approved holder of a widely accepted stored value facility within the meaning of section 2(1) of the Payment Systems (Oversight) Act; (j) a licensed trade repository within the meaning of section 2(1) of the Securities and Futures Act (Cap. 289); (k) a corporation approved as an approved exchange under section 8(1) of the Securities and Futures Act; (l) a corporation that is recognised as a recognised market operator under section 8(2) of the Securities and Futures Act; (m) a corporation approved as an approved clearing house under section 51(1)(a) of the Securities and Futures Act; (n) a corporation that is recognised as a recognised clearing house under section 51(1)(b) or (2) of the Securities and Futures Act; (o) a corporation approved as an approved holding company under section 81W of the Securities and Futures Act; (p) a holder of a capital markets services licence granted under section 86 of the Securities and Futures Act; (q) a public company approved to act as a trustee for collective investment schemes under section 289 of the Securities and Futures Act; (r) a Registered Fund Management Company within the meaning of regulation 2 of the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg 10); or (s) a licensed trust company within the meaning of section 2 of the Trust Companies Act (Cap. 336). [S 379/2015 wef 01/07/2015] Prescribed circumstances on whether company is carrying on business

89B. For the purposes of section 344(1A) of the Act, the circumstances to which the Registrar may have regard in determining whether there is reasonable ground to believe that a company is not carrying on business are the following:

(a) the fact that the company has failed to file its annual return as required under section 197 of the Act; (b) the fact that the company has failed to respond to any correspondence sent by the Registrar by registered post, where a response is required; (c) the fact that mail sent by the Registrar to the registered office of the company is returned undelivered; (d) the fact that credible information has been received by the Registrar indicating that the company is not carrying on business; (e) the fact that none of the locally resident directors of the company could be contacted or located by the Registrar after the Registrar had taken reasonable efforts to do so; (f) the fact that the sole director or the last remaining director of the company, shown in the register of directors kept under section 173 of the Act, is dead or is disqualified from acting as a director under the Act. [S 379/2015 wef 01/07/2015] Safeguards for use of electronic communications

89C. The use of electronic communications under section 387C of the Act is subject to the following safeguards:

(a) before giving, sending or serving any notice or document by way of electronic communications to a member who is deemed to have consented under section 387C(3) of the Act, the company must have given separate notice to the member in writing on at least one occasion — (i) that the member may elect whether to receive notices and documents by way of electronic communications or as a physical copy; (ii) that if the member does not make an election, notices and documents will be given, sent or served to the member by way of electronic communications; (iii) either — (A) where the company ’ s constitution specifies the means of electronic communications to be used to give, send or serve notices or documents, that the means of electronic communications that will be used to give, send or serve notices or documents is that specified in the company ’ s constitution; or (B) where the company ’ s constitution does not specify the means of electronic communications to be used to give, send or serve notices or documents, that the means of electronic communications that will be used to give, send or serve notices or documents is by publication on the company ’ s website that is specified in the separate notice; (iv) that the member may make a fresh election at any time to receive notices or documents by way of electronic communications or as a physical copy; and (v) that the member ’ s election to receive notices or documents by way of electronic communications or as a physical copy that is conveyed to the company last in time prevails over all previous elections as the member ’ s valid and subsisting election in relation to all documents and notices to be given, sent or served to the member until the member makes a fresh election; [S 511/2018 wef 31/08/2018] (b) where a member is deemed to have consented to receive notices or documents by way of electronic communications under section 387C(3) of the Act or where a member has made an election under paragraph (a)(i) or (iv) — (i) the company must allow the member to make a fresh election at any time to receive notices or documents by way of electronic communications or as a physical copy; and (ii) a member ’ s election to receive notices or documents by way of electronic communications or as a physical copy that is conveyed to the company last in time prevails over all previous elections as the member ’ s valid and subsisting election in relation to all documents and notices to be given or served to the member; (c) where a company gives, sends or serves any notice or document to a member by way of electronic communications by publishing the notice or document on the company ’ s website, the company must give separate notice to the member (using such means as may be specified in the company ’ s constitution) of the publication and the manner in which the notice or document may be accessed. [S 831/2015 wef 03/01/2016] Excluded notices and documents

89D. The following notices and documents are excluded from the application of section 387C of the Act:

(a) any notice or document relating to any take-over offer of the company; (b) any notice or document relating to any rights issue by the company. [S 831/2015 wef 03/01/2016]

PART VII REVOCATION

Revocation

90.

—

(1)

The Companies Regulations 1984 are revoked.

(2)

Paragraph (1) shall not — (a) affect the operation, before 15th May 1987, of any of the regulations so revoked; (b) alter the past or future effect of the doing, suffering or omission of anything before that date; (c) affect any licence, transfer of licence, entry, certificate, transfer of certificate, approval, cancellation of licence, or certificate, decision, statement or return made, granted, issued or given under any of the regulations so revoked; (d) affect any estate, right title, interest, privilege, power, duty, obligation, liability, charge, or penalty created, acquired, accrued, exercisable, incurred, or imposed under, or liable to be imposed under, any of the regulations so revoked; (e) affect any notice, order or direction, or any proceeding, matter or thing presented, made, held, given, published, declared or done under any of the regulations so revoked; or (f) affect any legal or other proceeding commenced before or after that date in respect of any of the matters or things mentioned in sub ‑ paragraphs (a) to (e).

(3)

All matters and things mentioned in paragraph (2) to the extent that they were respectively in force immediately before 15th May 1987 are preserved and continued, and declared to be of the same force and effect as if these Regulations had been in force when they were respectively done, suffered, omitted, made, granted, issued, created, acquired, incurred, imposed, presented, held, given, published, declared or accrued, or become exercisable, or liable to be imposed, and they respectively had been done, suffered, omitted, made, granted, issued, created, acquired, incurred, imposed, presented, held, given, published, declared, or had accrued, or become exercisable, or liable to be imposed, under these Regulations. [S 214/84]