Section 136 - Report of directors

(1) The report of the directors referred to in paragraph (b) of subsection (1) of section 128, shall consist of a report on the

(a) details on the state of affairs of the company and, if the company is a holding company, on the state of affairs of the company and the subsidiaries of the company as a group, and the amount of money which the directors recommend to be paid by way of dividend,

(b) particulars of entries in the interests register during the financial year,

(c) corporate social responsibility of the company and a subsidiary and the amounts spent during the financial year;

(d) amount payable by way of audit fees; and

(e) details of steps taken to build the capacity of directors to discharge their duties.

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

(3) The report shall contain a list of bodies corporate in relation to which is fulfilled at the end of the financial year of the company, the condition that

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

(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 cent of the votes exercisable at a general meeting of the body corporate.

(4) The list referred to in subsection (3) shall distinguish between bodies corporate falling within paragraphs (a) and (b) of that subsection and shall state as regards each company, the

(a) name;

(b) country of incorporation; and

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

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

(6) If, on an application made by the directors, the Registrar is satisfied that, mention of any of the matters referred to in subsections (2) (3), (4) and (5) would be harmful to the business of the company or any of the associated companies, the Registrar may direct that the matter need not be mentioned in the report of a financial year.

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

(8) A director who fails to take the reasonable steps necessary to comply with this section is liable to pay to the Registrar, an administrative penalty of one hundred and fifty penalty units.