Companies Act 1985

Section 258.

F1 SCHEDULE 9 U.K. [F2 Special Provisions for Banking and Insurance Companies and Groups]

Textual Amendments

F1 Sch. 9 Pts. I-V (paras. 2-36) renumbered as Part I by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

F2 Sch. 9: heading substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

Modifications etc. (not altering text)

C1 Sch. 9 (except para. 2(a)-(d), para. 3(c)-(e) and para. 10(1)(c)) applied with modifications by S.I. 1985/680, regs. 4-6, Sch.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

F3 1

Textual Amendments

F3 Sch. 9: introductory paragraph preceding Part I, together with its heading repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7, Sch. 24

F4 Part I E+W+S [F5 Form and Content of Accounts]

Textual Amendments

F4 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F5 Sch. 9 Pt. I: descriptive Part heading before paragraph 2 substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F6 Balance sheet E+W+S

Textual Amendments

F6 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F7 2 The authorised share capital, issued share capital, liabilities and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified—

(a) any part of the issued capital that consists of redeemable shares, the earliest and latest dates on which the company has power to redeem those shares, whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder and whether any (and, if so, what) premium is payable on redemption;

(b) so far as the information is not given in the profit and loss account, any share capital on which interest has been paid out of capital during the financial year, and the rate at which interest has been so paid;

(c) the amount of the share premium account;

(d) particulars of any redeemed debentures which the company has power to re-issue.

Textual Amendments

F7 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C2 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F8 3 There shall be stated under separate headings, so far as they are not written off,—

(a) the preliminary expenses;

(b) any expenses incurred in connection with any issue of share capital or debentures;

(c) any sums paid by way of commission in respect of any shares or debentures;

(d) any sums allowed by way of discount in respect of any debentures; and

(e) the amount of the discount allowed on any issue of shares at a discount.

Textual Amendments

F8 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C3 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F9 4 (1) The reserves, provisions, liabilities and assets shall be classified under headings appropriate to the company’s business:

Provided that—

(a) where the amount of any class is not material, it may be included under the same heading as some other class; and

(b) where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.

(2) Fixed assets, current assets and assets that are neither fixed nor current shall be separately identified.

(3) The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.

Textual Amendments

F9 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C4 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F10 5 (1) The method of arriving at the amount of any fixed asset shall, subject to the next following sub-paragraph, be to take the difference between—

(a) its cost or, if it stands in the company’s books at a valuation, the amount of the valuation; and

(b) the aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution in value;

and for the purposes of this paragraph the net amount at which any assets stood in the company’s books on 1st July 1948 (after deduction of the amounts previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before that date cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at that date and, where any of those assets are sold, the said net amount less the amount of the sales shall be treated as if it were the amount of a valuation so made of the remaining assets.

(2) The foregoing sub-paragraph shall not apply—

(a) to assets for which the figures relating to the period beginning with 1st July 1948 cannot be obtained without unreasonable expense or delay; or

(b) to assets the replacement of which is provided for wholly or partly—

(i) by making provision for renewals and charging the cost of replacement against the provision so made; or

(ii) by charging the cost of replacement direct to revenue; or

(c) to any listed investments or to any unlisted investments of which the value as estimated by the directors is shown either as the amount of the investments or by way of note; or

(d) to goodwill, patents or trade marks.

(3) For the assets under each heading whose amount is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown—

(a) the aggregate of the amounts referred to in paragraph (a) of that sub-paragraph; and

(b) the aggregate of the amounts referred to in paragraph (b) thereof.

(4) As respects the assets under each heading whose amount is not arrived at in accordance with the said sub-paragraph (1) because their replacement is provided for as mentioned in sub-paragraph (2)(b) of this paragraph, there shall be stated—

(a) the means by which their replacement is provided for; and

(b) the aggregate amount of the provision (if any) made for renewals and not used.

Textual Amendments

F10 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C5 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F11 6 In the case of unlisted investments consisting in equity share capital of other bodies corporate (other than any whose values as estimated by the directors are separately shown, either individually or collectively or as to some individually and as to the rest collectively, and are so shown either as the amount thereof, or by way of note), the matters referred to in the following heads shall, if not otherwise shown, be stated by way of note or in a statement or report annexed:—

(a) the aggregate amount of the company’s income for the financial year that is ascribable to the investments;

(b) the amount of the company’s share before taxation, and the amount of that share after taxation, of the net aggregate amount of the profits of the bodies in which the investments are held, being profits for the several periods to which accounts sent by them during the financial year to the company related, after deducting those bodies’ losses for those periods (or vice versa);

(c) the amount of the company’s share of the net aggregate amount of the undistributed profits accumulated by the bodies in which the investments are held since the time when the investments were acquired after deducting the losses accumulated by them since that time (or vice versa);

(d) the manner in which any losses incurred by the said bodies have been dealt with in the company’s accounts.

Textual Amendments

F11 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C6 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F12 7 The aggregate amounts respectively of reserves and provisions (other than provisions for depreciation, renewals or diminution in value of assets) shall be stated under separate headings;

Provided that—

(a) this paragraph shall not require a separate statement of either of the said amounts which is not material; and

(b) the Secretary of State may direct that a separate statement shall not be required of the amount of provisions where he is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account a provision (other than as aforesaid) shall be so framed or marked as to indicate that fact.

Textual Amendments

F12 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C7 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F13 8 (1) There shall also be shown (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material)—

(a) where the amount of the reserves or of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived; and

(b) where—

(i) the amount of the reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year; or

(ii) the amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) exceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof;

the application of the amounts derived from the difference.

(2) Where the heading showing the reserves or any of the provisions aforesaid is divided into sub-headings, this paragraph shall apply to each of the separate amounts shown in the sub-headings instead of applying to the aggregate amount thereof.

Textual Amendments

F13 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C8 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F14 9 If an amount is set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation, it shall be stated.

Textual Amendments

F14 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C9 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F15 10 (1) There shall be shown under separate headings—

(a) the aggregate amounts respectively of the company’s listed investments and unlisted investments;

(b) if the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from the books of the company, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property, the said amount so shown or ascertained as far as not written off or, as the case may be, the said amount so far as it is so shown or ascertainable and as so shown or ascertained, as the case may be;

(c) the aggregate amount of any outstanding loans made under the authority of section 153(4)(b) [F16 , (bb)] or (c) or 155 of this Act;

(d) the aggregate amount of bank loans and overdrafts and the aggregate amount of loans made to the company which—

(i) are repayable otherwise than by instalments and fall due for repayment after the expiration of the period of five years beginning with the day next following the expiration of the financial year; or

(ii) are repayable by instalments any of which fall due for payment after the expiration of that period;

not being, in either case, bank loans or overdrafts;

(e) the aggregate amount which is recommended for distribution by way of dividend.

(2) Nothing in head (b) of the foregoing sub-paragraph shall be taken as requiring the amount of the goodwill, patents and trade marks to be stated otherwise than as a single item.

(3) The heading showing the amount of the listed investments shall be subdivided, where necessary, to distinguish the investments as respects which there has, and those as respects which there has not, been granted a listing on a [F17 recognised investment exchange other than an overseas investment exchange within the meaning of the Financial Services Act 1986].

(4) In relation to each loan falling within head (d) of sub-paragraph (1) of this paragraph (other than a bank loan or overdraft), there shall be stated by way of note (if not otherwise stated) the terms on which it is repayable and the rate at which interest is payable thereon:

Provided that if the number of loans is such that, in the opinion of the directors, compliance with the foregoing requirement would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms on which the loans are repayable and the rates at which interest is payable thereon.

Textual Amendments

F15 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F16 Words “ (bb)” inserted (subject to the saving, and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I, para. 1

F17 Words substituted by Financial Services Act 1986 (c. 60, SIF 69), s. 212(2), Sch. 16 para. 24

Modifications etc. (not altering text)

C10 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F18 11 Where any liability of the company is secured otherwise than by operation of law on any assets of the company, the fact that that liability is so secured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.

Textual Amendments

F18 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C11 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F19 12 Where any of the company’s debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company shall be stated.

Textual Amendments

F19 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C12 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F20 13 (1) The matters referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed, if not otherwise shown.

(2) The number, description and amount of any shares in the company which any person has an option to subscribe for, together with the following particulars of the option, that is to say—

(a) the period during which it is exercisable;

(b) the price to be paid for shares subscribed for under it.

F21 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) Any distribution made by an investment company within the meaning of Part VIII of this Act which reduces the amount of its net assets to less than the aggregate of its called-up share capital and undistributable reserves.

For purposes of this sub-paragraph, a company’s net assets are the aggregate of its assets less the aggregate of its liabilities; and “undistributable reserves” has the meaning given by section 264(3).

(5) The amount of any arrears of fixed cumulative dividends on the company’s shares and the period for which the dividends or, if there is more than one class, each class of them are in arrear.

(6) Particulars of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

(7) The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.

(8) Where practicable the aggregate amount or estimated amount, if it is material, of contracts for capital expenditure, so far as not provided for and, where practicable, the aggregate amount or estimated amount, if it is material, of capital expenditure authorised by the directors which has not been contracted for.

(9) In the case of fixed assets under any heading whose amount is required to be arrived at in accordance with paragraph 5(1) of this Schedule (other than unlisted investments) and is so arrived at by reference to a valuation, the years (so far as they are known to the directors) in which the assets were severally valued and the several values, and, in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

(10) If there are included amongst fixed assets under any heading (other than investments) assets that have been acquired during the financial year, the aggregate amount of the assets acquired as determined for the purpose of making up the balance sheet, and if during that year any fixed assets included under a heading in the balance sheet made up with respect to the immediately preceding financial year (other than investments) have been disposed of or destroyed, the aggregate amount thereof as determined for the purpose of making up that balance sheet.

(11) Of the amount of fixed assets consisting of land, how much is ascribable to land of freehold tenure and how much to land of leasehold nature, and, of the latter, how much is ascribable to land held on long lease and how much to land held on short lease.

(12) If in the opinion of the directors any of the current assets have not a value, on realisation in the ordinary course of the company’s business, at least equal to the amount at which they are stated, the fact that the directors are of that opinion.

(13) The aggregate market value of the company’s listed investments where it differs from the amount of the investments as stated and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value.

(14) If a sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation has been used during the financial year for another purpose, the amount thereof and the fact that it has been so used.

(15) If the amount carried forward for stock in trade or work in progress is material for the appreciation by its members of the company’s state of affairs or of its profit or loss for the financial year, the manner in which that amount has been computed.

(16) The basis on which foreign currencies have been converted into sterling, where the amount of the assets or liabilities affected is material.

(17) The basis on which the amount, if any, set aside for United Kingdom corporation tax is computed.

F22 (18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F20 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F21 Sch. 9 Pt. I para. 13(3) repealed (subject to the saving and transitional provisions mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7 Pt. 1 para. 2, Sch. 24

F22 Sch. 9 Pt. I para. 13(18) repealed (subject to the saving and transitional provisions mentioned in S.I. 1990/355, art. 5) by Companies Act 1989 (c. 40, SIF 27) ss. 212, 213(2), Sch. 24

Modifications etc. (not altering text)

C13 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F23 Profit and loss account E+W+S

Textual Amendments

F23 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F24 14 (1) There shall be shown—

(a) the amount charged to revenue by way of provision for depreciation, renewals or diminution in value of fixed assets;

(b) the amount of the interest on loans of the following kinds made to the company (whether on the security of debentures or not), namely, bank loans, overdrafts and loans which, not being bank loans or overdrafts,—

(i) are repayable otherwise than by instalments and fall due for repayment before the expiration of the period of five years beginning with the day next following the expiration of the financial year; or

(ii) are repayable by instalments the last of which falls due for payment before the expiration of that period;

and the amount of the interest on loans of other kinds so made (whether on the security of debentures or not);

(c) the amount of the charge to revenue for United Kingdom corporation tax and, if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief, the amount of the charge for United Kingdom income tax, and the amount of the charge for taxation imposed outside the United Kingdom of profits, income and (so far as charged to revenue) capital gains;

(d) the amounts respectively set aside for redemption of share capital and for redemption of loans;

(e) the amount, if material, set aside or proposed to be set aside to, or withdrawn from, reserves;

(f) subject to sub-paragraph (2) of this paragraph, the amount, if material, set aside to provisions other than provisions for depreciation, renewals, or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof;

(g) the amounts respectively of income from listed investments and income from unlisted investments;

(h) if a substantial part of the company’s revenue for the financial year consists in rents from land, the amount thereof (after deduction of ground-rents, rates and other outgoings);

(j) the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery;

(k) the aggregate amount of the dividends paid and proposed.

(2) The Secretary of State may direct that a company shall not be obliged to show an amount set aside to provisions in accordance with sub-paragraph (1)(f) of this paragraph, if he is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account the amount set aside as aforesaid shall be so framed or marked as to indicate that fact.

(3) If, in the case of any assets in whose case an amount is charged to revenue by way of provision for depreciation or diminution in value, an amount is also so charged by way of provision for renewal thereof, the last-mentioned amount shall be shown separately.

(4) If the amount charged to revenue by way of provision for depreciation or diminution in value of any fixed assets (other than investments) has been determined otherwise than by reference to the amount of those assets as determined for the purpose of making up the balance sheet, that fact shall be stated.

Textual Amendments

F24 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C14 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F25 15 The amount of any charge arising in consequence of the occurrence of an event in a preceding financial year and of any credit so arising shall, if not included in a heading relating to other matters, be stated under a separate heading.

Textual Amendments

F25 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Modifications etc. (not altering text)

C15 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

F27 16

Textual Amendments

F26 Sch. 9 Pt. I para. 16 repealed (subject to the saving and transition provisions mentioned in S.I. 1990/355, art. 5) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

F27 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F28 17 (1) The following matters shall be stated by way of note, if not otherwise shown.

(2) The turnover for the financial year, except in so far as it is attributable to the business of banking or discounting or to business of such other class as may be prescribed for the purposes of this sub-paragraph.

(3) If some or all of the turnover is omitted by reason of its being attributable as aforesaid, the fact that it is so omitted.

(4) The method by which turnover stated is arrived at.

(5) A company shall not be subject to the requirements of this paragraph if it is [F29 neither a parent company nor a subsidiary undertaking] and the turnover which, apart from this sub-paragraph, would be required to be stated does not exceed £1 million.

Textual Amendments

F28 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F29 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. 1 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9, Sch. 2)

Modifications etc. (not altering text)

C16 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

F30 18 (1) The following matters shall be stated by way of note, if not otherwise shown.

(2) If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.

(3) The basis on which the charge for United Kingdom corporation tax and United Kingdom income tax is computed.

(4) Any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years.

F31 (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) Any material respects in which items shown in the profit and loss account are affected—

(a) by transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature; or

(b) by any change in the basis of accounting.

Textual Amendments

F30 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F31 Sch. 9 Pt. I para. 18(5) repealed (subject to the saving and transitional provisions mentioned in S.I. 1990/355, art. 5) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

Modifications etc. (not altering text)

C17 Sch. 9 paras. 2–18 extended by Patents Designs and Marks Act 1986 (c. 39, SIF 67A), s. 2, Sch. 2 para. 1(2)(k)(ii)

[F32 F33 Supplementary provisions] E+W+S

Textual Amendments

F32 Sch. 9 Pt. I paras. 18A–18C inserted (subject to the saving and transitional provisions mentioned in S.I. 1990/355, arts. 6–9, Sch 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 4

F33 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F34 18A (1) Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.

(2) If it appears to the directors of a company that there are special reasons for departing from the principle stated in sub-paragraph (1) in preparing the company’s accounts in respect of any financial year, they may do so; but particulars of the departure, the reasons for it and its effect shall be given in a note to the accounts.

Textual Amendments

F34 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F35 18B It shall be stated whether the accounts have been prepared in accordance with applicable accounting standards, and particulars of any material departure from those standards and the reasons for it shall be given.

Textual Amendments

F35 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F36 18C (1) In respect of every item shown in the balance sheet or profit and loss account, or stated in a note to the accounts, there shall be shown or stated the corresponding amount for the financial year immediately preceding that to which the accounts relate, subject to sub-paragraph (3).

(2) Where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given in a note to the accounts.

(3) Sub-paragraph (1) does not apply in relation to an amount shown—

(a) as an amount the source or application of which is required by paragraph 8 above (reserves and provisions),

(b) in pursuance of paragraph 13(10) above (acquisitions and disposals of fixed assets),

(c) by virtue of paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),

(d) by virtue of paragraph 2, 8(3), 16, 21(1)(d), 22(4) or (5), 24(3) or (4) or 27(3) or (4) of Schedule 5 (shareholdings in other undertakings), or

(e) by virtue of Part II or III of Schedule 6 (loans and other dealings in favour of directors and others).

Textual Amendments

F36 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F37 F38 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F37 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F38 Sch. 9 Pt. II (paras. 19-26): Part heading before para. 19 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7

[F39 F40 Provisions where company is parent company or subsidiary undertaking] E+W+S

Textual Amendments

F39 Sch. 9: heading before para. 19 inserted by Companies Act 1989 (c. 40, SIF 27), s. 18(3)(4), Sch. 7 Pt. I para. 5(1) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F40 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F41 19 (1) This paragraph applies where the company [F42 is a parent company].

(2) The aggregate amount of assets consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company’s [F43 subsidiary undertakings], distinguishing shares from indebtedness, shall be set out in the balance sheet separately from all the other assets of the company, and the aggregate amount of indebtedness (whether on account of a loan or otherwise) to the company’s [F43 subsidiary undertakings] shall be so set out separately from all its other liabilities and—

(a) the references in [F44 paragraphs 5, 6, 10, 13 and 14] of this Schedule to the company’s investments (except those in paragraphs 13(10) and 14(4)) shall not include investments in its [F43 subsidiary undertakings] required by this paragraph to be separately set out; and

(b) paragraph 5, sub-paragraph (1)(a) of paragraph 14, and sub-paragraph (2) of paragraph 18 of this Schedule shall not apply in relation to fixed assets consisting of interests in the company’s [F43 subsidiary undertakings].

F45 (3)—(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F41 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F42 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 5(2) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F43 Word substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 5(3)(a) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F44 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 5(3)(b) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F45 Sch. 9 para. 19(3)–(7) repealed (subject to the transitional and saving provision mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7, Pt. I para. 5(4), Sch. 24

[F46 F47 20 (1) This paragraph applies where the company is a subsidiary undertaking.

(2) The balance sheet of the company shall show—

(a) the aggregate amount of its indebtedness to undertakings of which it is a subsidiary undertaking or which are fellow subsidiary undertakings, and

(b) the aggregate amount of the indebtedness of all such undertakings to it,

distinguishing in each case between indebtedness in respect of debentures and otherwise.

(3) The balance sheet shall also show the aggregate amount of assets consisting of shares in fellow subsidiary undertakings.]

Textual Amendments

F46 Sch. 9 para. 20 substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 6 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F47 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F48 Consolidated accounts of holding company and subsidiaries E+W+S

Textual Amendments

F48 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

F49 F50 21—26.

Textual Amendments

F49 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F50 Sch. 9 paras. 21–26 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7 Pt. I para. 7, Sch. 24

F51 F52 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F51 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F52 Sch. 9 Pt. III (paras. 27-29): Part heading before para. 27 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7

[F53 Exceptions for certain companies] E+W+S

Textual Amendments

F53 Sch. 9: heading before para. 27 inserted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 8(1) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F54 27 (1) The following applies to a banking company (if not subject to the M1 Banking Companies (Accounts) Regulations 1970) which satisfies the Secretary of State that it ought to have the benefit of this paragraph.

(2) The company shall not be subject to the requirements of [F55 paragraphs 2 to 18 of this Schedule] other than—

(a) as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4 (so far as it relates to assets), paragraph 10 (except sub-paragraphs (1)(d) and (4)), paragraphs 11 and 12 and paragraph 13 (except sub-paragraphs (9), (10), (11), (13) and (14)); and

(b) as respects its profit and loss account, those of sub-paragraph (1)(h) and (k) of paragraph 14, [F56 and paragraph 15].

(3) But, where in the company’s balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company’s profit or loss has been arrived at.

(4) The company’s accounts shall not be deemed, by reason only of the fact that they do not comply with any requirements F57 . . . from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

Textual Amendments

F54 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F55 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 8(2)(a) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F56 Words substituted by Companies Act 1989 (c. 40, SIF 27), s. 18(3)(4), Sch. 7 Pt. I para. 8(2)(b) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F57 Words repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7 Pt. I para. 8(3), Sch. 24

Marginal Citations

M1 S.I. 1970/327.

F58 28 (1) An insurance company F59 . . . shall not be subject to the following requirements of [F60 paragraphs 2 to 18] of this Schedule, that is to say—

(a) as respects its balance sheet, those of paragraphs 4 to 8 (both inclusive), sub-paragraphs (1)(a) and (3) of paragraph 10 and sub-paragraphs (6), (7) and (9) to (13) (both inclusive) of paragraph 13;

(b) as respects its profit and loss account, those of paragraph 14 (except sub-paragraph (1)(b), (c), (d) and (k)) and paragraph 18(2);

but, where in its balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company’s profit or loss has been arrived at:

Provided that the Secretary of State may direct that any such insurance company whose business includes to a substantial extent business other than insurance business shall comply with all the requirements of the said [F60 paragraphs 2 to 18] or such of them as may be specified in the direction and shall comply therewith as respects either the whole of its business or such part thereof as may be so specified.

(2) The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirement of [F61 paragraphs 2 to 18] of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

Textual Amendments

F58 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F59 Words repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

F60 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 9 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F61 Words “paragraphs 2 to 18” substituted for “Part I” by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 9 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

[F62 F63 28A Where a company is entitled to, and has availed itself of, any of the provisions of paragraph 27 or 28 of this Schedule, section 235(2) only requires the auditors to state whether in their opinion the accounts have been properly prepared in accordance with this Act.]

Textual Amendments

F62 Sch. 9 para. 28A inserted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 10 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F63 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

F64 F65 29—30.

Textual Amendments

F64 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F65 Sch. 9 paras. 29–30 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7 Pt. I para. 11, Sch. 24

F66 F67 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F66 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F67 Sch. 9 Pt. IV (para. 31): Part heading before para. 31 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

F68 F69 F70 31

Textual Amendments

F68 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F69 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F70 Sch. 9 para. 31 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 5–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 212, 213(2), Sch. 7 Pt. I para. 11, Sch. 24

F71 F72 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F71 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F72 Sch. 9 Pt. V (paras. 32-36): Part heading before para. 32 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7

[F73 F74 Interpretation] E+W+S

Textual Amendments

F73 Sch. 9: heading before para. 32 inserted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 12 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F74 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F75 32 (1) For the purposes of [F76 this Part of this Schedule], unless the context otherwise requires,—

(a) the expression “provision” shall, subject to sub-paragraph (2) of this paragraph, mean any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability of which the amount cannot be determined with substantial accuracy;

(b) the expression “reserve” shall not, subject as aforesaid, include any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability or any sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation;

and in this paragraph the expression “liability” shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.

(2) Where—

(a) any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets; or

(b) any amount retained by way of providing for any known liability;

is in excess of that which in the opinion of the directors is reasonably necessary for the purpose, the excess shall be treated for the purposes of [F76 this Part of this Schedule] as a reserve and not as a provision.

Textual Amendments

F75 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F76 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 12 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F77 33 For the purposes aforesaid, the expression “listed investment” means an investment as respects which there has been granted a listing on a [F78 recognised investment exchange other than an overseas investment exchange within the meaning of the Financial Services Act 1986], or on any stock exchange of repute outside Great Britain and the expression “unlisted investment” shall be construed accordingly.

Textual Amendments

F77 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F78 Words substituted by Financial Services Act 1986 (c. 60, SIF 69), s. 212(2), Sch. 16 para. 24

F79 34 For the purposes aforesaid, the expression “long lease” means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less than fifty years, the expression “short lease” means a lease which is not a long lease and the expression “lease” includes an agreement for a lease.

Textual Amendments

F79 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F80 35 For the purposes aforesaid, a loan shall be deemed to fall due for repayment, and an instalment of a loan shall be deemed to fall due for payment, on the earliest date on which the lender could require repayment or, as the case may be, payment if he exercised all options and rights available to him.

Textual Amendments

F80 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F81 36 In the application of [F82 this Part of this Schedule] to Scotland, “land of freehold tenure” means land in respect of which the company is the proprietor of thedominium utile or, in the case of land not held on feudal tenure, is the owner; “land of leasehold tenure” means land of which the company is the tenant under a lease; and the reference to ground-rents, rates and other outgoings includes a reference to feu-duty and ground annual.

Textual Amendments

F81 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F82 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 Pt. I para. 13 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

[F83 F84 Part II E+W+S Accounts of Banking or Insurance Group]

Textual Amendments

F83 Sch. 9 Pts. II–IV added by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) (Sch. 7 of the 1989 Act providing that the provisions have effect as Pts. II to IV of Sch. 9)

F84 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F85 Undertakings to be included in consolidation E+W+S

Textual Amendments

F85 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F86 1 The following descriptions of undertaking shall not be excluded from consolidation under section 229(4) (exclusion of undertakings whose activities are different from those of the undertakings consolidated)—

(a) in the case of a banking group, an undertaking (other than a credit institution) whose activities are a direct extension of or ancillary to banking business;

(b) in the case of an insurance group, an undertaking (other than one carrying on insurance business) whose activities are a direct extension of or ancillary to insurance business.

For the purposes of paragraph (a) “banking” means the carrying on of a deposit-taking business within the meaning of the Banking Act M2 1987.

Textual Amendments

F86 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

Marginal Citations

M2 1987 c.22 (10).

F87 General application of provisions applicable to individual accounts E+W+S

Textual Amendments

F87 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F88 2 (1) In paragraph 1 of Schedule 4A (application to group accounts of provisions applicable to individual accounts), the reference in sub-paragraph (1) to the provisions of Schedule 4 shall be construed as a reference to the provisions of Part I of this Schedule; and accordingly—

(a) the reference in sub-paragraph (2) to paragraph 59 of Schedule 4 shall be construed as a reference to paragraphs 19(2) and 20 of Part I of this Schedule; and

(b) sub-paragraph (3) shall be omitted.

(2) The general application of the provisions of Part I of this Schedule in place of those of Schedule 4 is subject to the following provisions.

Textual Amendments

F88 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F89 Treatment of goodwill E+W+S

Textual Amendments

F89 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F90 3 (1) The rules in paragraph 21 of Schedule 4 relating to the treatment of goodwill, and the rules in paragraphs 17 to 19 of that Schedule (valuation of fixed assets) so far as they relate to goodwill, apply for the purpose of dealing with any goodwill arising on consolidation.

(2) Goodwill shall be shown as a separate item in the balance sheet under an appropriate heading; and this applies notwithstanding anything in paragraph 10(1)(b) or (2) of Part I of this Schedule (under which goodwill, patents and trade marks may be stated in the company’s individual accounts as a single item).

Textual Amendments

F90 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F91 Minority interests and associated undertakings E+W+S

Textual Amendments

F91 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F92 4 The information required by paragraphs 17 and 20 to 22 of Schedule 4A (minority interests and associated undertakings) to be shown under separate items in the formats set out in Part I of Schedule 4 shall be shown separately in the balance sheet and profit and loss account under appropriate headings.

Textual Amendments

F92 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F93 Companies entitled to benefit of exemptions E+W+S

Textual Amendments

F93 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F94 5 (1) Where a banking or insurance company is entitled to the exemptions conferred by paragraph 27 or 28 of Part I of this Schedule, a group headed by that company is similarly entitled.

(2) Paragraphs 27(4), 28(2) and 28A (accounts not to be taken to be other than true and fair; duty of auditors) apply accordingly where advantage is taken of those exemptions in relation to group accounts.

Textual Amendments

F94 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F95 Information as to undertaking in which shares held as result of financial assistance operation E+W+S

Textual Amendments

F95 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

F96 6 (1) The following provisions apply where the parent company of a banking group has a subsidiary undertaking which—

(a) is a credit institution of which shares are held as a result of a financial assistance operation with a view to its reorganisation or rescue, and

(b) is excluded from consolidation under section 229(3)(c) (interest held with a view to resale).

(2) Information as to the nature and terms of the operation shall be given in a note to the group accounts and there shall be appended to the copy of the group accounts delivered to the registrar in accordance with section 242 a copy of the undertaking’s latest individual accounts and, if it is a parent undertaking, its latest group accounts.

If the accounts appended are required by law to be audited, a copy of the auditors’ report shall also be appended.

(3) If any document required to be appended is in a language other than English, the directors shall annex to the copy of that document delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

(4) The above requirements are subject to the following qualifications—

(a) an undertaking is not required to prepare for the purposes of this paragraph accounts which would not otherwise be prepared, and if no accounts satisfying the above requirements are prepared none need be appended;

(b) the accounts of an undertaking need not be appended if they would not otherwise be required to be published, or made available for public inspection, anywhere in the world, but in that case the reason for not appending the accounts shall be stated in a note to the consolidated accounts.

(5) Where a copy of an undertaking’s accounts is required to be appended to the copy of the group accounts delivered to the registrar, that fact shall be stated in a note to the group accounts.

(6) Subsections (2) to (4) of section 242 (penalties, &c. in case of default) apply in relation to the requirements of this paragraph as regards the delivery of documents to the registrar as they apply in relation to the requirements of subsection (1) of that section.

Textual Amendments

F96 Sch. 9: by virtue of S.I. 1991/2705, regs. 5(1), 9, Pts. I and II of Sch. 9 have formed (2.12.1991) a new Schedule numbered Schedule 9A.

[F97 Part III E+W+S Additional Disclosure: Related Undertakings]

Textual Amendments

F97 Sch. 9 Pts. II–IV added by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) (Sch. 7 of the 1989 Act providing that the provisions have effect as Pts. II to IV of Sch. 9)

1 Where accounts are prepared in accordance with the special provisions of this Part relating to banking companies or groups, there shall be disregarded for the purposes of—

(a) paragraphs 7(2)(a), 23(2)(a) and 26(2)(a) of Schedule 5 (information about significant holdings in undertakings other than subsidiary undertakings: definition of 10 per cent holding), and

(b) paragraphs 9(1), 25(1) and 28(1) of that Schedule (additional information in case of 20 per cent holding),

any holding of shares not comprised in the equity share capital of the undertaking in question.

[F98 Part IV E+W+S Additional Disclosure: Emoluments and Other Benefits of Directors and Others]

Textual Amendments

F98 Sch. 9 Pts. II–IV added by Companies Act 1989 (c. 40, SIF 27), ss. 18(3)(4), 213(2), Sch. 7 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) (Sch. 7 of the 1989 Act providing that the provisions have effect as Pts. II to IV of Sch. 9)

1 The provisions of this Part of this Schedule have effect with respect to the application of Schedule 6 (additional disclosure: emoluments and other benefits of directors and others) to a banking company or the holding company of such a company.

Loans, quasi-loans and other dealings E+W+S

2 Part II of Schedule 6 (loans, quasi-loans and other dealings) does not apply for the purposes of accounts prepared by a banking company, or a company which is the holding company of a banking company, in relation to a transaction or arrangement of a kind mentioned in section 330, or an agreement to enter into such a transaction or arrangement, to which that banking company is a party.

Other transactions, arrangements and agreements E+W+S

3 Part III of Schedule 6 (other transactions, arrangements and agreements) applies for the purposes of accounts prepared by a banking company, or a company which is the holding company of a banking company, only in relation to a transaction, arrangement or agreement made by that banking company for—

(a) a person who was a director of the company preparing the accounts, or who was connected with such a director, or

(b) a person who was a chief executive or manager (within the meaning of the Banking Act M3 1987) of that company or its holding company.

(2) References in that Part to officers of the company shall be construed accordingly as including references to such persons.

(3) In this paragraph “director” includes a shadow director.

(4) For the purposes of that Part as it applies by virtue of this paragraph, a company which a person does not control shall not be treated as connected with him.

(5) Section 346 of this Act applies for the purposes of this paragraph as regards the interpretation of references to a person being connected with a director or controlling a company.

Marginal Citations

M3 1987 c.22 (10).