Victorian Consolidated Legislation

Companies (Application of Laws) Act 1981 - SECT 32

Application of Companies (Victoria) Code to financial years ending before commencement of this Act

32. Application of Companies (Victoria) Code to financial years ending before
commencement of this Act



(1) The provisions of Division 2 of Part VI of the Companies (Victoria) Code
(other than sections 267, 268, 273 and 275) apply in relation to a company,
being a company incorporated under the Companies Act 1961 or a corresponding
previous enactment, and to the directors of such a company, in relation to a
financial year or financial years of the company that ended before the
commencement of this Act and so apply as if-

   (a)  a requirement in any of those provisions (other than section 274) that
        an act or thing be done not less than fourteen days before an annual
        general meeting of a company or, if no annual general meeting is held
        within the period within which it is required by section 240 to be
        held, not less than fourteen days before the end of that period were a
        requirement that that act or thing be done within the period of five
        months (or, in the case of an exempt proprietary company, the period
        of six months) after the commencement of this Act;

   (b)  a reference in those provisions to the last financial year of a
        company were a reference to each financial year of the company that
        ended before the commencement of this Act;

   (c)  the reference in section 274(1) to each annual general meeting of the
        company were a reference to the annual general meeting at which
        accounts or group accounts are required by subsection (2) of this
        section to be laid before the company;

   (d)  a reference in those provisions to accounts or group accounts required
        by section 275 to be laid before a company at its annual general
        meeting were a reference to accounts or group accounts, as the case
        may be, required by subsection (2) of this section to be laid before a
        company at an annual general meeting; and

   (e)  a reference in section 276(1) to the preceding provisions of Division
        2 included a reference to the provisions of subsection (2) of this
        section.

(2) The directors of a company to which subsection (1) applies shall cause to
be laid before the first annual general meeting of the company held after the
expiration of the period of five months or six months, as the case requires,
referred to in paragraph (a) of subsection (1), in respect of each financial
year of the company that ended before the commencement of this Act-

   (a)  a copy of the profit and loss account made out in accordance with
        section 269(1) of the Companies (Victoria) Code;

   (b)  a copy of the balance sheet made out in accordance with section 269(2)
        of that Code;

   (c)  in the case of a company that, at the end of the relevant financial
        year, was not a holding company-a copy of the directors' report made
        out in accordance with section 270(1) of that Code;

   (d)  in the case of a company that, at the end of the relevant financial
        year, was a holding company-a copy of the group accounts made out in
        accordance with section 269(3) of that Code and a copy of the
        directors' report made out in accordance with section 270(2) of that
        Code in respect of the profit or loss and the state of affairs of the
        group of companies of the holding company as at the end of that
        financial year;

   (e)  a copy of any auditor's report required by section 269(5) of that Code
        to be attached to the accounts or group accounts of the company; and

   (f)  a copy of the statement by the directors required by section 269(9) or
        (10) of that Code to be attached to the accounts or group accounts of
        the company.

(3) A reference in subsection (2) to a provision of the Companies (Victoria)
Code shall be read as a reference to that provision of that Code as it applies
by virtue of subsection (1).

(4) For the purposes of this section, an order under section 162C(1) or (2) of
the Companies Act 1961 in relation to the directors of a company or the
directors of companies included in a specified class of companies that is, by
section 25(19) or (20) of this Act, deemed to be an order made by the
Commission under section 273(1) or (5), as the case may be, of the Companies
(Victoria) Code has the same effect unless and until the order is revoked
under section 273(8) of that Code in relation to accounts, group accounts and
reports required, by the provisions of Division 2 of Part VI of that Code as
applied by subsection (1) of this section, to be made out by those directors
as the order has, by virtue of section 25(19) or (20), as the case may be, of
this Act, in relation to accounts, group accounts and reports required to be
made out in accordance with the provisions of that Division.

(5) In this section, financial year, in relation to a company in relation to
which this section applies, has the same meaning as it has in relation to such
a company under the Companies (Victoria) Code by virtue of paragraph (a) of
the definition of financial year in section 5(1) of that Code.