Section 385: Directors' Report

(1) In the case of every company, there shall be prepared in respect of each year, a report by the directors—
(a) containing a fair view of the development of the business of the company and its subsidiaries during the year and of their position at the end of it; and
(b) stating the amount, if any, which they recommend should be paid as dividend and the amount (if any) which they propose to carry to reserves.
(2) The directors’ report shall state the names of the persons who, at any time during the year, were directors of the company, and the financial activities of the company and its subsidiaries in the course of the year and any significant change in those activities in the year.
(3) The report shall also state the matters, and give the particulars, required by Part I of the Fourth Schedule to this Act.
(4) Part II of the Fourth Schedule to this Act applies as regards the matters to be stated in the report of the directors in the circumstances specified therein.
(5) Part III of the Fourth Schedule to this Act applies as regards the matters to be stated in the directors’ report relative to the employment, training and advancement of disabled persons, the health, safety and welfare at work of the employees of the company and the involvement of employees in the affairs, policy and performance of the company.
(6) In respect of any failure to comply with the requirements of this Act as to the matters to be stated and the particulars to be given in the directors’ report, every person who was a director of the company immediately before the end of the period prescribed for laying and delivering financial statements commits an offence and is liable on conviction to a penalty as the Commission shall specify in its regulations.
(7) In proceedings for ascertaining guilt under subsection (6), it is a defence for the person to prove that he took all reasonable steps for securing compliance with the requirements in question.