COMPANIES ACT - 1963 (ACT 179)

    Section - 132 - Directors' Report

    (1) The report of the directors referred to in paragraph (b) of subsection (1) of section 124 of this Code shall consist of a report by the directors on the state of the company's affairs and, if the company is a holding company, on the state of affairs of the company and its subsidiaries as a group, and the amount, if any, which they recommended shall be paid by way of dividend.

    (2) The report shall be approved by the board of directors and signed on behalf of the board by two directors.

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

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

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

    (b) although the body corporate is not a subsidiary of the company, the company is beneficially entitled to equity shares of the body corporate conferring the right to exercise more than twenty-five per centum of the votes exercisable at a general meeting of the body corporate.

    (5) The list referred to in the immediately preceding subsection shall distinguish between bodies corporate falling within paragraph (a) and paragraph (b) thereof and shall state as regards each such company,

    (a) its name;

    (b) its country of incorporation;

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

    (6) If the company is, at the end of its financial year, the subsidiary of another, the report shall also state the name and country of incorporation of its holding company.

    (7) If, on application being made by the directors, the Registrar is satisfied that mention of any of the matters referred to in subsections (3), (4), (5) and (6) of this section would be harmful to the business of the company or any of its associated companies, he may direct that such matter need not be mentioned in the report of a financial year.

    (8) If any director fails to take all reasonable steps to comply with the provisions of this section he shall be liable to a fine not exceeding one hundred pounds.