On 15 October 2024, the Australian Securities and Investments Commission (ASIC) issued an infringement notice to Optix Australasia Pty Ltd, enforcing compliance with financial reporting obligations under the Australian Corporations Act 2001 (Cth). Optix, a small proprietary company ultimately controlled by the South African-listed company KAP Limited, has since paid $187,800 to comply with this notice.
Optix Australasia Pty Ltd is a small proprietary company operating under the control of KAP Limited, a South African company, through its intermediary SingRisk Pte Ltd since December 2021. Optix’s financial year ends on 30 June, aligning with the Australian reporting period. In recent years, Optix has reported several historical non-compliance issues with ASIC, particularly concerning missed deadlines for lodging required financial reports. ASIC’s involvement stems from Optix’s failure to comply with Australian financial reporting requirements, particularly under its foreign-controlled status, which mandates additional obligations under Australian corporate law. The recent notice specifically addresses a failure to lodge financial reports for the year ending 30 June 2023, leading to ASIC’s enforcement action.
The sequence of events leading to this infringement notice began with the establishment of Optix on 5 April 2005 as an Australian proprietary company. On 31 May 2018, SingRisk Pte Ltd, a company incorporated in Singapore, became the sole shareholder of Optix. Subsequently, on 1 December 2021, KAP Limited, a South African corporation, acquired controlling interest in SingRisk, thereby assuming indirect control over Optix. With its financial year ending on 30 June, Optix was required by Australian regulations to prepare and lodge its annual financial and director’s reports for the fiscal year ending 30 June 2023.
Despite this requirement, Optix failed to lodge its financial reports with ASIC by the specified deadline of 31 October 2023, marking a breach of Australian section 319(1) of the Corporations Act 2001. In response to this non-compliance, ASIC issued an infringement notice to Optix on 15 October 2024, citing reasonable grounds for the alleged contravention. Subsequently, on 8 November 2024, Optix paid the infringement notice fine of $187,800. Notably, this payment does not imply an admission of guilt or liability but serves to address the immediate compliance requirements under Australian law.
The Australian legislation breached by Optix relates to the Australian Corporations Act 2001 (Cth), specifically section 319(1), which mandates that small proprietary companies controlled by foreign entities must prepare and lodge annual financial and directors’ reports with ASIC. This requirement ensures that financial information of companies with foreign control remains accessible and transparent to Australian regulators. The notice was issued under Section 1317DAM of the Australian Corporations Act 2001, which empowers ASIC to enforce such breaches through monetary penalties.
ASIC’s Regulatory Guide 58: Reporting by registered foreign companies and Australian companies with foreign shareholders provides detailed guidance on financial reporting obligations for companies under foreign control and the possible relief mechanisms available under specific circumstances. However, Optix did not apply for this relief by submitting the necessary Form 382 or Form 384, which would have granted reporting and audit relief under Australian regulatory provisions.
The infringement notice issued by ASIC seeks to compel Optix to comply with Australian financial reporting standards, which maintain corporate transparency, especially for foreign-controlled entities operating within Australia. Optix’s payment of the notice addresses immediate compliance requirements, allowing it to avoid further legal proceedings and potential criminal penalties, which could have amounted to $375,600 under Australian law. While Optix’s payment addresses these requirements, ASIC has clarified that this enforcement action reflects the regulatory body’s commitment to ensuring accountability among foreign-controlled entities under Australian jurisdiction.
Optix may still request an extension for the payment period or apply for a payment arrangement. Additionally, it may seek withdrawal of the infringement notice within 28 days if it believes there are valid grounds. ASIC’s stance in this matter underscores the importance of compliance with Australian corporate regulations, particularly for entities with complex international ownership structures, to uphold Australia’s financial reporting standards.
This case involving Optix Australasia Pty Ltd is not directly related to cryptocurrency, Bitcoin, or any specific financial instrument within the crypto domain. Instead, it pertains to financial reporting compliance under Australian corporate law for a foreign-controlled proprietary company. The Australian Securities and Investments Commission issued the infringement notice due to Optix’s failure to lodge financial reports within the legally required timeframe, as stipulated in the Australian Corporations Act 2001.
(Source: https://download.asic.gov.au/media/ftnfchjb/infringement-notice-optix-b00769264.pdf)
