Pursuant to section 207L of the Companies Act 1993, the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).

Notice

1. Title

This notice is the Companies Act (Thai Airways International Public Company Limited) Exemption Notice 2021.

2. Commencement

This notice comes into force on 1 August 2021 and will be published in the New Zealand Gazette.

3. Expiry

This notice expires on the close of 31 July 2026.

4. Application

An exemption granted by this notice applies to the following accounting periods of an exempt overseas company:

1. an accounting period of the exempt overseas company that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted); and
2. subsequent accounting periods.

5. Interpretation

In this notice, unless the context otherwise requires,—

Act means the Companies Act 1993

exempt overseas company means Thai Airways International Public Company Limited.

specified financial statements, in relation to the exempt overseas company, means the financial statements that are required to be prepared in accordance with the laws of New Zealand.

6. Exemptions for Directors of the Exempt Overseas Company

Every director of the exempt overseas company is exempted from the following provision in respect of the exempt overseas company:

1. section 207 to the extent that the prepared financial statements be audited by a qualified auditor as defined by sections 35 and 36 of the Financial Reporting Act 2013.

For the avoidance of doubt, nothing in this notice affects the requirements of the New Zealand branch of the exempt overseas company to prepare, and deliver for registration, financial statements audited by a qualified auditor.

7. Conditions

The exemption in clause 6 is subject to the conditions that –

1. the specified financial statements are audited by the Office of the Auditor General of Thailand in accordance with the relevant standards relating to auditing or assurance that are in force in Thailand; and
2. the specified financial statements comply in all other respects with New Zealand’s financial reporting laws for overseas company financial statements.

Dated at Auckland this 20th day of August 2021.

MICHAEL BROSNAHAN, Deputy Registrar of Companies.

Statement of Reasons

This notice, which comes into force on 1 August 2021 and expires on 31 July 2026, exempts the directors of Thai Airways International Public Company Limited (“company”), a company incorporated in Thailand, from certain provisions of the Companies Act 1993 (“Act”).

The effect of the exemption is to exempt the company from the requirement under section 207 of the Act to have its prepared financial statements audited by a qualified auditor. The exemption only applies on the condition that the financial statements continue to be audited by the Office of the Auditor General of Thailand (“Auditor General”).

If the Auditor General ceases to be the auditor of the company, the exemption will not apply and the prepared financial statements must be audited by a qualified auditor.

The exemption does not affect any requirement under the Act for the company to prepare and file audited financial statements for its New Zealand business as if that business were conducted by a company formed and registered in New Zealand.

The Registrar considers that it is appropriate to grant the exemption because—

• the Registrar has had regard to the unique position of the company, which by law must have its financial statements audited by the Auditor General;
• the Registrar recognises the unique statutory function of the Auditor General and its waiver from registration of the Federal Accounting Professions of Thailand;
• the Registrar acknowledges that, due to its statutory function, the Auditor General cannot satisfy the statutory requirements to become a qualified auditor;
• the company will still be required to file audited financial statements, including audited financial statements for its New Zealand branch; and
• the exemption addresses the particular difficulties experienced by the company and is not broader than what is reasonably necessary to address these difficulties.

Date of notification in New Zealand Gazette: 19 August 2021.

This notice is administered by the Registrar of Companies.