wise directs, deal with the subsidiary’s state of affairs as at the end of its financial year ending last before that of the holding company and with the subsidiary’s profit or loss for that financial year. (6 ) Without prejudice to subsection (4), the group accounts, if prepared as consolidated accounts, shall comply with the requirements of the regulations referred to in subsection (2 ) of section three hundred and sixty so far as applicable thereto and if not so prepared, shall give the same or equivalent information: Provided that the Minister may, on the application or with the consent of a company’s directors, modify the said requirements in relation to that company for the purpose of adapting them to the circumstances of the co mpany. 146 Accounts and auditor’s report to be annexed to signed balance sheet (1 ) The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before a company in general meeting shall be annexed to the balance sheet and approved by the board of directors before the balance sheet is signed on its behalf and the auditor’s report shall be attached thereto, except in the case of a private company which in terms of subsection (7) of section one hundred and fifty is not required to appoint an auditor. (2 ) If any copy of a balance sheet is issued, circulated or published without having a copy annexed thereto of the profit and loss account or any group accounts required by this section to be so annexed or without having attached thereto a copy of the auditor’s report as required by this section, the company and every officer of the company who is in default shall be guilty of an offence and liable to a fine not exceeding level two. (3 ) Every balance sheet of a company shall be signed on behalf of the board by two of the directors of the company. (4 ) If any copy of a balance sheet which has not been signed as required by this section is issued, circulated or pub lished the company and every officer of the company who is in default shall be guilty of an offence and liable to a fine not exceeding level two. [Section as amended by Act No. 22 of 2001] 147 Directors’ report to be attached to balance sheet (1 ) There shall be attached to every balance sheet laid before a company in general meeting a report by the d irectors with respect to the state of the company’s affairs, the amount, if any, already paid or declared or which they recommend should be paid by way of dividend and the amount, if any, which they propose to carry to reserves within the meaning of the regulations referred to in subsection (2) of section three hundred and sixty and, if directors’ remuneration is to be determined at the meeting, the amount of remuneration recommended: Provided that this subsection shall not apply to a private company unless one or more members of that private company is— (a ) a public company, whether incorporated under this Act or the law of a foreign country; or (b ) a private company which is a subsidiary, as determined in terms of section one hundred and forty-three, of a public company referred to in paragraph (a). (2 ) The said report shall deal, so far as is material for the appreciation of the state of the company’s affairs by its members and will not in the directors’ opinion be harmful to the business of the company or of any of its subsidiaries, with any change during the financial year in the nature of the company’s business or in the co mpany’s subsidiaries or in the classes of business in which the company has an interest, whether as member of another company or otherwise. (3 ) If any director of a company fails to take all reasonable steps to comply with subsection (1) he shall, subject to section one hundred and forty-eight, be guilty of an offence and liable to a fine not exceeding level two: Provided that he shall not be sentenced to imprisonment unless, in the opinion of the court dealing with the case, the offence was committed wilfully. [Section as amended by Act No. 22 of 2001] 148 Defence to certain charges In any proceedings against a person under subsection (5) of section one hundred and forty , subsection (3) of section one hundred and forty-one, subsection (6 ) of section one hundred and forty-two, subsection (3) of section one hundred and forty-four or subsection (3 ) of section one hundred and forty-seven for failing to take all reasonable steps to comply or secure compliance by a company with the requirements referred to in the sub section under which he is so charged, it shall be a defence for him to prove that he had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the requirements or provisions referred to in that subsection were complied with and was in a position to discharge that duty. 149 Right to receive copy of balance sheet and auditor’s report (1 ) A copy of every balance sheet, including every document required by this Act to be annexed thereto, which is to be laid before the company in general meeting, together with group accounts, if any, prepared under sections one hundred and forty-four and one hundred and forty-five and a copy of the auditor’s report, shall, not less than fourteen days before the date of the meeting, be sent to all persons entitled to receive notices of general meetings of the company: