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Source: Companies Office – Press Release/Statement:

Headline: Companies Act (Celanese Pte Ltd) Exemption Notice 2020

Exemption Notice pursuant to section 207L of the Companies Act 1993

Pursuant to section 207L of the Companies Act 1993, the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).

Notice

1. Title

This notice is the Companies Act (Celanese Pte Ltd) Exemption Notice 2020.

2. Commencement

This notice comes into force on the date of its notification in the New Zealand Gazette.

3. Expiry

This notice expires on the close of 31 July 2025.

4. Application

An exemption granted by this notice applies to the 2020 to 2024 accounting periods of the exempt overseas company.
However, an exemption granted by this notice only applies to accounting periods where the following thresholds are met:

  1. the revenue of the subsidiaries of the exempt overseas company, in total, does not exceed 5% of the exempt overseas company’s revenue;
  2. the expenses of the subsidiaries of the exempt overseas company, in total, do not exceed 5% of the exempt overseas company’s expenses, and
  3. the assets and liabilities of the subsidiaries of the exempt overseas company, in total, do not exceed 5% of the total assets and liabilities in the exempt overseas company’s balance sheet.

5. Interpretation

In this notice, unless the context otherwise requires:

Act means the Companies Act 1993;

exempt overseas company means means Celanese Pte Ltd;

NZ GAAP means New Zealand’s generally accepted accounting practice;

Singapore means the Republic of Singapore;

Singapore GAAP means generally accepted accounting principles in Singapore; and

specified financial statements, in relation to the exempt overseas company, means the financial statements of the exempt overseas company that are required to be prepared in respect of the exempt overseas company in accordance with the laws of Singapore.

6. Exemptions for Celanese Pte Ltd

Celanese Pte Ltd is exempt from the following provisions of the Act:

  1. sections 202 and 207 of the Act, except to the extent that these sections require audited, NZ GAAP compliant financial statements to be prepared for the exempt overseas company’s New Zealand business in accordance with sections 204 and 207 of the Act; and
  2. section 207E of the Act to the extent that it requires copies of the group financial statements of the exempt overseas company to be delivered to the Registrar for registration within 5 months after the balance date of the exempt overseas company.

7. Conditions

The exemption in clause 6 is subject to the conditions that:

  1. the specified financial statements comply with Singapore GAAP;
  2. the specified financial statements are audited by a qualified auditor in accordance with the relevant standards relating to auditing or assurance that are in force in Singapore; and
  3. the directors of the exempt overseas company ensure that, within 6 months after the balance date of the exempt overseas company, the following documents are delivered to the Registrar of Companies for registration:
  1. a copy of the specified financial statements together with a copy of the auditor’s report on those statements;
  2. a copy of the financial statements of the subsidiaries of the exempt overseas company; and
  3. a memorandum signed by two directors of the exempt overseas company (or by one director if the exempt overseas company only has one director) setting out:
  1. that the specified financial statements are the financial statements required to be prepared in respect of the exempt overseas company in accordance with the laws of Singapore and are not the group financial statements of the exempt overseas company;
  2. the reasons for the specified financial statements being provided instead of group financial statements of the exempt overseas company;
  3. the amount of revenue, expenses, and assets and liabilities of the subsidiaries of the exempt overseas company, expressed as a percentage of the revenue, expenses, and assets and liabilities of the exempt overseas company, respectively; and
  4. a statement that the accounts of the group comprising the exempt overseas company and its subsidiaries, and the accounts of the exempt overseas company, are sufficiently similar such that the financial position, performance, and cash flows of the group comprising the exempt overseas company and its subsidiaries can be determined from the financial statements of the exempt overseas company.

Dated at Wellington this 26th day of November 2020.

ROB RENDLE, Deputy Registrar of Companies.

Statement of reasons

This notice, which comes into force on the date of its notification in the New Zealand Gazette and expires on 31 July 2025, exempts Celanese Pte Ltd, a company incorporated in the Republic of Singapore (“Singapore”), from certain provisions of the Companies Act 1993 (“Act”).

The effect of the exemption is to exempt Celanese Pte Ltd (“company”) from the requirement under section 202 of the Act to prepare group financial statements for the group comprising the company and its subsidiaries (“group financial statements”). In place of these financial statements the company is required to prepare and deliver for registration the financial statements that Celanese Pte Ltd is required to prepare under the law in Singapore, and prepare and deliver for registration the financial statements of its subsidiaries. The exemption also provides the company with an additional month from its balance date to file financial statements in accordance with s 207E of the Act. This additional month allows for different timing requirements in Singapore.

However, the exemption only applies where the following conditions are met:

  1. the revenue of the company’s subsidiaries, in total, does not exceed 5% of the company’s revenue;
  2. the expenses of the company’s subsidiaries, in total, do not exceed 5% of the company’s expenses; and
  3. the assets and liabilities of the company’s subsidiaries, in total, do not exceed 5% of the total assets and liabilities in the company’s balance sheet.

If those conditions are not met, the exemption will not apply and the company will be required to prepare and file group financial statements.
The principal differences in financial statements provided in reliance on the exemption are:

  1. the directors of the company will not prepare and file group financial statements;
  2. the directors of the company will instead register audited stand-alone financial statements for the company, Celanese Pte Ltd;
  3. the company’s financial statements will comply with generally accepted accounting principles in Singapore (rather than generally accepted accounting practice in New Zealand); and
  4. the company’s financial statements will be audited in accordance with the auditing and assurance standards in force in Singapore (rather than the applicable auditing and assurance standards in force in New Zealand).

The Registrar considers that it is appropriate to grant the exemption because:

  1. the Registrar has had regard to the financial reporting requirements that must be complied with by the company in its home jurisdiction under which it is not required to prepare group financial statements; and
  2. the company will still be required to file:
  1. audited financial statements for Celanese Pte Ltd, prepared in accordance with generally accepted accounting principles in Singapore;
  2. the financial statements of its subsidiaries; and
  3. if the company’s New Zealand business is large, financial statements for its New Zealand business that comply with generally accepted accounting practice in New Zealand.

The Registrar is satisfied that:

  1. the exemption will remove certain requirements that are unduly onerous or burdensome, as the costs of meeting those requirements is expected to exceed the benefits;
  2. the financial statements for Celanese Pte Ltd, together with the financial statements of its subsidiaries, provide sufficient information to avoid any detriment to members of the public who have dealings with the company; and
  3. the exemption addresses the particular difficulties experienced by the company and is not broader than what is reasonably necessary to address these difficulties.

Date of notification in the New Zealand Gazette: 26 November 2020.

This notice is administered by the Registrar of Companies.

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