Section 657 of The Companies Act No. 17 of 2015: Contents of directors’ report: statement as to disclosure to auditors
(1) This section applies to a company unless—
(a) it is exempt for the relevant financial year from the requirements of Part XXVII with respect to the auditing of the company’s financial statement; and
(b) the directors take advantage of that exemption.
(2) The directors shall include in their report a statement that, with respect of each of the persons who was a director at the time the report was approved—
(a) there is, so far as the person is aware, no relevant audit information of which the company's auditor is unaware; and
(b) the person has taken all the steps that the person ought to have taken as a director so as to be aware of any relevant audit information and to establish that the company’s auditor is aware of that information.
(3) In subsection (2), “relevant audit information" means information needed by the company's auditor in connection with preparing the auditor’s report.
(4) If a directors’ report containing the statement required by this section is approved but the statement is false, each director of the company who—
(a) knew that the statement was false, or was reckless as to whether it was false; and
(b) failed to take reasonable steps to prevent the report from being approved, commits an offence and on conviction is liable to a fine not exceeding one million shillings or to imprisonment for a term not exceeding five years, or to both.
Enhance Your Research with Bookmarks and Annotations
Here's how you can use these features:
- To bookmark this page, click the "Bookmark this Page" button below the document title.
- To add an annotation, highlight text in the document and select "Add Annotation" from the toolbar that appears.
- These features are great for organizing your research and keeping track of key information.
- You can view and manage your bookmarks and annotations on your Bookmarks and Annotations page.
- Section 658 - Directors to approve and sign directors’ report
(1) As soon as practicable after the directors have finished preparing their annual report for the company, they shall approve the report and arrange for one of them or the secretary of the company to...
- Section 659 - Duty of directors of quoted company to prepare directors’ remuneration report
(1) The directors of a quoted company shall prepare a directors’ remuneration report for each financial year of the company.
(2) If subsection (1) is not complied with for a financial year, each...
- Section 660 - Regulations may prescribe requirements for contents of directors' remuneration report
(1) The regulations may prescribe—
(a) the information that is required to be included in a directors’ remuneration report;
(b) how information is to be set out in the report; and (c) what is to be...
- Section 661 - Directors to approve and sign directors’ remuneration report
(1) As soon as practicable after the directors have finished preparing thedirectors’ remuneration report, the directors shall approve the report and shall arrange for one of them or the secretary of...
- Section 662 - Company’s duty to circulate copies of annual financial statement and reports
(1) Every company shall send a copy of its annual financial statement andreports for each financial year to—
(a) every member of the company;
(b) every holder of the company’s debentures;...
- Section 663 - Deadline for sending out copies of annual financial statement and reports
(1) A private company shall comply with section 662 not later than—
(a) the deadline for lodging a financial statement and directors' report with the Registrar; or
(b) if earlier— the date on which...
- Section 664 - Offence to fail to send out copies of financial statements and reports
(1) If a company fails to comply with section 662 or 663, the company, and eachofficer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding one...
- Section 665 - Option to provide summary financial statement
(1) A company may, in such circumstances as may be prescribed by the regulations for the purposes of this section, send to its members a summary financial statement instead of the copy of the...
- Section 666 - Duty of company to send financial statement to persons entitled
(1) The company shall send copies of the financial statement and reports to anyperson entitled to receive them in accordance with section 662 and who wishes to receive them.
(2) A company that...
- Section 667 - Form and contents requirements for summary financial statements of unquoted companies
(1) If a company that is not a quoted company exercises the option to provide a summary financial statement, it shall ensure that the statement— (a) is derived from the company’s annual financial...
- Section 668 - Form and contents requirements for summary financial statements of quoted companies
(1) If a quoted company exercises the option to provide a summary financial statement, it shall ensure that the statement—
(a) is derived from the company’s annual financial statement and the...
- Section 669 - Offences relating to summary financial statements
(1) If a company fails to comply with a requirement of section 666, 667 or 668,the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a...
- Section 670 - Quoted company to make annual financial statement available on company's website
(1) A quoted company shall ensure that its annual financial statement anddirectors’ report—
(a) is made available on a website that complies with section 672; and
(b) remains available on the...
- Section 671 - Quoted company to make preliminary statement of results available on company’s website
(1) If a quoted company prepares a preliminary statement of its annual results in accordance with the requirements of listing rules or comparable requirements of the market on which the company’s...
- Section 672 - Requirements as to website availability
(1) For the purposes of sections 670 and 671, a website complies with this section if it—
(a) is maintained by or on behalf of the company;
(b) identifies the company; and
(c) access to the...
- Section 673 - Right of member or debenture holder of unquoted company to copies of company's financial statements and directors’ reports
(1) A member, or holder of debentures, of an unquoted company is entitled to be provided, on demand and without charge, with a copy of— (a) the last annual financial statement of the company;
(b) the...
- Section 674 - Right of member or debenture holder of quoted company to copies of company's financial statement and reports
(1) A member of, or holder of debentures of, a quoted company is entitled to be provided, on demand and without charge, with a copy of— (a) the company's most recent annual financial...
- Section 675 - Name of signatory to be stated in published copies of annual financial statement and reports, etc
(1) A company that publishes a document to which this section applies shall ensure that the document states the name of the person who signed it on behalf of the directors.
(2) In the case of an...
- Section 676 - Requirements in connection with publication of statutory financial statement
(1) When publishing its statutory financial statement, a company shall enclosewith or annex to the statement a copy of the auditor’s report on that financial statement, unless the company is exempt...
- Section 677 - Requirements in connection with publication of non-statutory financial statement
(1) If a company publishes a non–statutory financial statement, it shall publish with it a statement indicating—
(a) that it is not the company's statutory financial statement;
(b) whether a...
- Section 678 - Meaning of “publication” in relation to company’s financial statement and reports
For the purposes of sections 675, 676 and 677, a company is taken to have published a financial statement or directors’ report if it publishes, issues or circulates it or otherwise makes it available...
- Section 679 - Public company to present annual financial statement and reports at general meeting of company
(1) The directors of a public company shall present to the members at a generalmeeting of the copies of its annual financial statement and directors’ and other reports.
(2) The directors shall comply...
- Section 680 - Offence for public company to fail to present annual financial statement and reports at general meeting of company
(1) If the requirements of section 679 are not complied with before the end ofthe specified period, every person who immediately before the end of that period was a director of the company commits an...
- Section 681 - Directors of quoted company required to obtain members' approval of directors' remuneration report
(1) The directors of a quoted company shall, before the general meeting at which the financial statement is to be presented, give to the members of the company entitled to be sent notice of the...
- Section 682 - Offence for directors of quoted company to fail to comply with section694
(1) If the directors of a quoted company fail to comply with section 681(1), eachof the directors who is in default, commit an offence and on conviction are each liable to a fine not exceeding five...
- Section 683 - Company’s directors to lodge certain documents with Registrar
(1) The directors of a company shall lodge with the Registrar for each financial year the financial statement and reports required by section 686, 687 or 688.
- Section 684 - Deadline for lodging financial statements with Registrar
(1) The deadline for lodging with the Registrar the documents referred to in section 683(1) is—
(a) for a private company — nine months after the end of the company's relevant accounting reference...
- Section 685 - Calculation of deadline for lodging financial statements with Registrar
(1) This section applies for the purpose of calculating the deadline for lodging a company’s financial statement that is expressed as a specified number of months from a specified date or after the...
- Section 686 - Lodgement requirements for companies subject to small companies regime
(1) The directors of a company that is subject to the small companies regime—
(a) shall lodge with the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that...
- Section 687 - Lodgement requirements for unquoted companies
(1) The directors of an unquoted company shall lodge with the Registrar foreach financial year of the company a copy of— (a) the company's annual financial statement;
(b) the directors' report;...
- Section 688 - Lodgement requirements for quoted companies
(1) The directors of a quoted company shall lodge with the Registrar for each financial year of the company a copy of—
(a) the company's annual financial statement;
(b) the directors' remuneration...
- Section 689 - Exemption of unlimited companies from requirement to lodge financial statements with Registrar
(1) The directors of an unlimited company are not required to lodge a financial statement with the Registrar in respect of a financial year if at no time during the relevant accounting reference...
- Section 690 - Special auditor's report required if abbreviated financial statement is lodged with Registrar
(1) This section applies when—
(a) the directors of a company lodge an abbreviated financial statement with the Registrar; and
(b) the company is not exempt from audit, or the directors have not...
- Section 691 - Directors of company to approve and sign abbreviated financial statement
(1) An abbreviated financial statement of a company is not valid until it has been approved by the company’s board of directors and signed on behalf of the board by a director of the company.
(2) The...
- Section 692 - Offence to fail to lodge annual financial statement and reports with Registrar
(1) If the requirements of section 683 are not complied with in relation to the lodgement of a company’s financial statement and reports for a financial year before the deadline for lodging them, each...
- Section 693 - Power of the Court to order compliance if annual financial statement or reports not lodged with Registrar
(1) If—
(a) the requirements of section 683 have not been complied with in relation to a company's financial statement or reports for a financial year before the deadline for lodging them with the...
- Section 694 - Company liable to default penalty for failure to lodge annual financial statement and reports with Registrar
(1) A company is liable to a default penalty if the requirements of section 683 are not complied with in relation to lodging the company’s annual financial statement and reports with the Registrar by...
- Section 695 - Voluntary revision of defective financial statements and reports
(1) This section applies to the following documents—(a) the annual financial statement of a company;
(b) a directors' remuneration report;
(c) the directors' report of a company;
(d) a summary...
- Section 696 - Cabinet Secretary may give notice in respect of company's financial statements or reports that are believed to be defective
(1) If—
(a) copies of the financial statement or a directors’ report for a financial year of a company have been sent out under section 662; or
(b) a copy of that financial statement or report has...
- Section 697 - Application to the Court to rectify defective annual financial statement or directors’ report of company
(1) If at the end of the period referred to in section 696(2), or such extended period as the Cabinet Secretary may allow, it appears to that Secretary that the directors have not—
(a) given a...
- Section 698 - Power of Cabinet Secretary to authorise other persons to make application to the Court under section 710
(1) The Cabinet Secretary may, in writing, authorise for the purposes of section697 any person who appears to the Cabinet Secretary—
(a) to have an interest in, and to have satisfactory procedures...
- Section 699 - Power of Kenya Revenue Authority to disclose information to authorised person for certain purposes
(1) The Kenya Revenue Authority may disclose information to the Cabinet
Secretary or a person authorised under section 698 for the purpose of facilitating—
(a) the taking of steps by that person to...
- Section 700 - Power of Cabinet Secretary or authorised person to require documents, information and explanations
(1) This section applies if it appears to the Cabinet Secretary or a person who is authorised under section 698 that there is, or may be, a question whether a company’s annual financial statement or a...
- Section 701 - Restrictions on disclosure of information obtained under compulsory powers
(1) This section applies to information obtained in accordance with a requirement or order under section 700 that relates to the private affairs of a natural person or to any particular...
- Section 702 - Permitted disclosure of information obtained under compulsory powers
(1) The prohibition in section 701 against disclosing information obtained in accordance with a requirement or order under section 700 that relates to the private affairs of a natural person or to any...
- Section 703 - Liability of directors for false or misleading statements in company’s financial statement and reports
(1) This section applies to the following documents—a directors’ report; a directors’ remuneration report; and
a summary financial statement so far as it is derived from either of those...
- Section 704 - Regulations may make further provision about financial statements and reports of companies
The regulations may provide for all or any of the following—
(a) the financial statements that companies are required by this Act to prepare;
(b) the categories of companies required to prepare...
- Section 705 - Duty of company to lodge annual returns with Registrar
(1) Every company shall submit to the Registrar successive annual returnseach of which is made up to a date not later than the date that is from time to time the company’s return date.
(2) The...
- Section 706 - Contents of annual return: general
(1) A company shall ensure that its annual return states the date to which it is made up and contains the following information—
(a) the address of the company's registered office and, if a Post...
- Section 707 - Contents of annual return: information about share capital and shareholders
(1) A company having a share capital shall include in its annual return—(a) a statement of capital; and
(b) the particulars required by subsections (3) to (6) about the members of the...