The relief in section 13 is available to a company and its auditor in relation to a relevant financial year where all of the following are satisfied as at 4 months after the end of the relevant financial year:Nature of company(a) the company was:(i) a large proprietary company for the relevant financial year; or(ii) a small proprietary company to which paragraph 292(2)(b) of the Act applies in relation to the relevant financial year;(b) the company was not, at any time during the relevant financial year, any of the following:(i) a disclosing entity;(ii) a borrower in relation to a debenture;(iii) the guarantor of such a borrower;(iv) a financial services licensee;Previous audits (c) the company has not had its financial report or financial statements audited for a financial year ending during 1993 or any later financial year (except for a financial year which ended after 9 December 1995 and before 24 April 1997 if the company was a small proprietary company for that financial year and was controlled by a foreign company for all or part of that financial year);Resolutions by members and directors, and notice to ASIC (d) within the period commencing 3 months before the commencement of the relevant financial year and ending 4 months after the end of the relevant financial year, the following have occurred:(i) all of the directors of the company have passed a unanimous resolution that the company’s financial report for the relevant financial year should not be audited; and(ii) all of the members of the company (irrespective of whether they hold voting or non-voting shares) have passed a unanimous resolution that the company’s financial report for the relevant financial year should not be audited; and(iii) unless the company relied on the relief available under section 13 or, if applicable, ASIC Corporations (Audit Relief) Instrument 2016/784 in respect of the financial year immediately preceding the relevant financial year, a notice of the resolutions mentioned in subparagraphs (i) and (ii) signed by a director or company secretary has been lodged with ASIC using ASIC Form 382;(e) before passing the resolution referred to in subparagraph (d)(ii), the members of the company were provided, either in the notice of meeting or in material accompanying a proposed resolution under section 249A of the Act, with a statement by the directors stating whether, in their opinion, the cost of having the financial statements audited outweighs the expected benefits of the audit and setting out their reasons for that opinion;Notice requiring an audit (f) the company has not been given written notice that the relief under section 13 is not to apply to the company for the relevant financial year by:(i) a director, at any time before the directors’ statement for the relevant financial year is signed; or(ii) members who control 5% or more of the votes which might be cast at a general meeting of the company (as calculated as at the close of business on the day before the members serve the notice), at any time up to:(A) one month before the end of the relevant financial year; or(B) a later time if ASIC has given written notice to the company approving that time; or(iii) any person who is owed approved subordinated debt by the company, at any time up to:(A) one month before the end of the relevant financial year; or(B) a later time if ASIC has given written notice to the company approving that time; or(iv) ASIC;Solvency declarations (g) the directors’ declarations made under subsections 295(4) and (5) of the Act and former subsections 295(4) and (5) of the Law in respect of each financial year which ended on or after 1 July 1998 up to, and including, the relevant financial year contained unqualified statements that in the directors’ opinion there were, when the declaration was made, reasonable grounds to believe that the company would be able to pay its debts as and when they become due and payable;Procedures to assess solvency (h) the company has had procedures in place from the commencement of the relevant financial year which enable all the directors to assess whether the company is able to pay all its debts as and when they become due and payable (including, without limiting the generality of this requirement, any debts for which the company may become liable by virtue of any deed of cross guarantee to which the company is party for the purposes of relief to its wholly-owned entities in ASIC Corporations (Wholly-owned Companies) Instrument 2026/533) and the nature and frequency of those procedures were adequate for that purpose, having regard to the business and financial circumstances of the company;Quarterly management accounts (i) to enable the directors to make the resolution required in paragraph (j), the directors of the company have caused management accounts covering the company to be prepared for each quarter:(i) within one month after the end of the quarter; or(ii) by a later time if ASIC has given the company written notice approving that time;(j) within one month after the end of each quarter, or by a later time if ASIC has given the company written notice approving that time:(i) the directors have considered:(A) the management accounts prepared for that quarter; and(B) all information that has become available since the end of the quarter about the company’s affairs which is material to the assessment of the management accounts for that quarter; and(ii) having regard to the management accounts and that information, the directors have resolved that, at the end of the quarter and at the time the resolution was made:(A) the total liabilities of the company did not exceed 70% of total tangible assets of the company; and(B) the company was able to pay its debts as and when they become due and payable;(k) if the company prepared management accounts on a consolidated basis for any quarter during the relevant financial year, at the end of any such quarter and at the time a resolution is made in accordance with paragraph (j), the total consolidated liabilities did not exceed 70% of the total consolidated tangible assets;(l) if, at the end of any quarter during the relevant financial year, the company is a party to any deed of cross guarantee for the purposes of relief to its wholly-owned entities under ASIC Corporations (Wholly-owned Companies) Instrument 2026/533, the directors have resolved that, at the end of any such quarter and at the time the resolution is made in accordance with paragraph (j), the total consolidated liabilities did not exceed 70% of the total consolidated tangible assets in respect of:(i) if the company prepares management accounts on a consolidated basis covering those (and only those) entities comprising the closed group—those entities; and(ii) if the company prepares management accounts on a consolidated basis covering those (and only those) entities comprising the extended closed group—those entities;Annual financial requirements (m) at the time the directors’ declaration was made under subsections 295(4) and (5) of the Act for the relevant financial year, the directors considered:(i) the financial report of the company for the relevant financial year (including any consolidated financial statements required by accounting standards); and(ii) all information that has become available since the end of the relevant financial year about the company's affairs, which is material to the assessment of the financial report of the company, and, where relevant, the assessment of the consolidated financial statements;and, having regard to this information, the directors resolved that, at the end of the relevant financial year and at the time the resolution was made:(iii) the total liabilities of the company did not exceed 70% of total tangible assets of the company;(iv) if relevant, the total consolidated liabilities did not exceed 70% of the total consolidated tangible assets for the company and its controlled entities; and(v) if the company is a party to any deed of cross guarantee for the purposes of relief to its wholly-owned entities under ASIC Corporations (Wholly-owned Companies) Instrument 2026/533, the total consolidated liabilities did not exceed 70% of total consolidated tangible assets in respect of:(A) those (and only those) entities comprising the closed group; and(B) those (and only those) entities comprising the extended closed group;(n) for either the relevant financial year or the financial year immediately preceding the relevant financial year, the company made a profit after related income tax expense on the following bases:(i) a single entity basis;(ii) if the company is a party to any deed of cross guarantee for the purposes of relief to its wholly-owned entities under ASIC Corporations (Wholly-owned Companies) Instrument 2026/533, on a consolidated basis separately for both:(A) those (and only those) entities comprising the closed group; and(B) those (and only those) entities comprising the extended closed group; and(iii) if the company is required under the Act or another ASIC order under section 340 or 341 of the Act to prepare consolidated financial statements, on a consolidated basis for the company and its controlled entities;(o) assets, liabilities, and profit after related income tax expense for the purposes of paragraphs (j) to (n) have been determined in accordance with accounting standards (as if the company, any controlled entities and the group were reporting entities) except that liabilities must include any unapproved subordinated debt and may exclude approved subordinated debt;Compilation of the financial reports (p) the directors of the company:(i) have caused the financial report for the relevant financial year of the company to be compiled by a prescribed accountant; and(ii) reasonably believe that the accountant has undertaken the compilation in accordance with APES 315 Compilation of Financial Information (APES 315); and(iii) have attached the compilation report to the relevant financial report and included the compilation report with all copies of the relevant financial report distributed to members, lodged with ASIC or provided to any other person;Lodgement of financial reports (q) the financial report and directors’ report for the relevant financial year:(i) substantially comply with Chapter 2M of the Act; and(ii) are or were lodged with ASIC in accordance with subsection 319(1) and paragraph 319(3)(b) of the Act;Statement in directors’ report (r) in the directors’ report for the relevant financial year, the directors state that the financial report for that relevant financial year has not been audited, in reliance on this instrument, and that the requirements of this instrument have been complied with;No proposed modified auditor’s report(s) no registered company auditor has indicated to the company, any of its directors or other officers that, if the financial report of the company for the relevant financial year were audited in accordance with Division 3 of Part 2M.3 of the Act, the auditor’s report may contain a modified opinion within the meaning of paragraph 5(b) of Auditing Standard ASA 705 Modifications to the Opinion in the Independent Auditor’s Report, and there are no material disagreements or unresolved issues as between the company and any such auditor in relation to accounting treatments or amounts that may appear in the financial report of the company for the relevant financial year;Compliance with conditions(t) the company has complied with the conditions in section 15 as they apply to the company.
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