• CHAPTER 4 CHAPTER 4 SUPPLEMENTARY AND GENERAL

    • 1041. Registrar's power to require second audit of a company

      (1) This section applies where a person appointed as auditor of a company was not an appropriate person for any part of the period during which the audit was conducted.
      (2) The Registrar may direct the company concerned to retain an appropriate person—
      (a) to conduct a second audit of the relevant accounts, or
      (b) to review the first audit and to report (giving his reasons) whether a second audit is needed.
      (3) For the purposes of subsections (1) and (2) a person is "appropriate" if he—
      (a) is eligible for appointment as an auditor, and
      (b) is not prohibited by section 1034(1) (independence requirement) from acting as auditor of the company.
      (4) The company will commit a contravention of these Regulations if—
      (a) it fails to comply with a direction under subsection (2) within the period of 21 days beginning with the date on which it is given, or
      (b) it has previously committed a contravention under this subsection and the failure to comply with the direction which led to the contravention continues after the contravention.
      (5) The company must—
      (a) send a copy of a report under subsection (2)(b) to the Registrar of companies, and
      (b) if the report states that a second audit is needed, take such steps as are necessary for the carrying out of that audit.
      (6) The company will commit a contravention of these Regulations if—
      (a) it fails to send a copy of a report under subsection (2)(b) to the Registrar within the period of 21 days beginning with the date on which it receives it,
      (b) in a case within subsection (5)(b), it fails to take the steps mentioned immediately it receives the report, or
      (c) it has previously committed a contravention under this subsection and the failure to send a copy of the report, or take the steps, which led to the contravention continues after the contravention.
      (7) A company who commits a contravention under this section shall be liable to up to a level 4 fine.

    • 1042. Supplementary provision about second audits

      (1) If a person accepts an appointment, or continues to act, as auditor of a company at a time when he knows he is not an appropriate person, the company may recover from him any costs incurred by it in complying with the requirements of section 1041.

      For this purpose "appropriate" is to be construed in accordance with subsection (3) of that section.
      (2) Where a second audit is carried out under section 1041, any provision of these Regulations applying in relation to the first audit applies also, in so far as practicable, in relation to the second audit.
      (3) A direction under section 1041(2) is, on the application of the Board, enforceable by injunction.

    • 1043. Misleading, false and deceptive statements

      (1) A person will commit a contravention of these Regulations if—
      (a) for the purposes of or in connection with any application under this Part, or
      (b) in purported compliance with any requirement imposed on him by or by virtue of this Part, he knowingly or recklessly furnishes information which is misleading, false or deceptive in a material particular.
      (2) It is a contravention of these Regulations for a person whose name does not appear on the register of auditors kept under Resolutions under section 1039 to describe himself as a registered auditor or so to hold himself out as to indicate, or be reasonably understood to indicate, that he is a registered auditor.
      (3) It is a contravention of these Regulations for a body which is not a recognised professional body to describe itself as so recognised or so to describe itself or hold itself out as to indicate, or be reasonably understood to indicate, that it is so recognised.
      (4) A person who commits the contravention referred to under subsection (1) shall be liable to up to a level 6 fine.
      (5) A person who commits the contravention referred to under subsection (2) or (3) shall be liable to up to a level 6 fine.
      (6) It is a defence for a person charged with an offence under subsection (2) and (3) to show that he took all reasonable precautions and exercised all due diligence to avoid the commission of the contravention.

    • 1044. Delegation of the Registrar's functions

      (1) The Registrar may make an order under this section (a "delegation order") for the purpose of enabling functions of the Registrar under this Part to be exercised by another public authority in the Abu Dhabi Global Market.
      (2) A delegation order has the effect of transferring to the body designated by it all functions of the Registrar under this Part—
      (a) subject to such exceptions and reservations as may be specified in the order, and
      (b) except his functions in relation to the body itself.
      (3) A delegation order may confer on the body designated by it such other functions supplementary or incidental to those transferred as appear to the Registrar to be appropriate.
      (4) A delegation order may be amended or, if it appears to the Registrar that it is no longer in the public interest that the order should remain in force, revoked by a further order under this section.
      (5) Where functions are transferred or resumed, the Registrar may by order confer or, as the case may be, take away such other functions supplementary or incidental to those transferred or resumed as appear to him to be appropriate.

    • Interpretation

      • 1045. Meaning of "associate"

        (1) In this Part "associate", in relation to a person, is to be construed as follows.
        (2) In relation to an individual, "associate" means—
        (a) that individual's spouse or minor child or step-child,
        (b) any body corporate of which that individual is a director, and
        (c) any employee or partner of that individual.
        (3) In relation to a body corporate, "associate" means—
        (a) any body corporate of which that body is a director,
        (b) any body corporate in the same group as that body, and
        (c) any employee or partner of that body or of any body corporate in the same group.
        (4) In relation to a partnership constituted under the laws of the Abu Dhabi Global Market, or the law of any other country or territory in which a partnership is not a legal person, "associate" means any person who is an associate of any of the partners.

      • 1046. Minor definitions

        (1) In this Part, unless a contrary intention appears—

        "address" means—
        (a) in relation to an individual, his usual residential or business address,
        (b) in relation to a firm, its registered or principal office in the Abu Dhabi Global Market,
        "company" means any company or other body the accounts of which must be audited in accordance with Part 15,

        "director", in relation to a body corporate, includes any person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of the body are accustomed to act,

        "firm" means any entity, whether or not a legal person, which is not an individual,

        "group", in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company,

        "holding company" and "subsidiary" are to be read in accordance with section 1015 and Schedule 6,

        "officer", in relation to a body corporate, includes a director, a manager, a secretary or, where the affairs of the body are managed by its members, a member,

        "parent undertaking" and "subsidiary undertaking" are to be read in accordance with section 1018 and Schedule 7.
        (2) The Board may make such modifications of this Part as appear to it to be necessary or appropriate for the purposes of its application in relation to any firm, or description of firm, which is not a body corporate or a partnership.