The Companies Act 1985 (Miscellaneous Accounting Amendments) Regulations 1996

SCHEDULES

Regulation 14 (1)

SCHEDULE 1 FORM AND CONTENT OF COMPANY ACCOUNTS

1.  Schedule 4 to the 1985 Act (form and content of company accounts) is amended as follows.

2.  In paragraph 3(7) (aggregate amount of dividends to be shown separately in profit and loss account etc.)—

(a) omit “and” at the end of paragraph (a), and

(b) after paragraph (b) insert—

“(c) if it is not shown in the notes to the accounts, the aggregate amount of any dividends proposed.”

3.  In note (13) of the notes on the balance sheet formats set out in Section B of Part I, for the words from “and their aggregate” to the end substitute “and for the aggregate of all of these items”.

4.—(1) Paragraph 34 (revaluation reserve)(1) is amended as follows.

(2) In sub-paragraph (3), for “from the revaluation reserve” to “on capitalisation;” substitute—

“(a) from the revaluation reserve—

(i) to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or

(ii) on capitalisation,

(b) to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve;”.

(3) In sub-paragraph (3A)(2), for “sub-paragraph (3)(b)” substitute “sub-paragraph (3)(a)(ii)”.

5.  Sub-paragraph (a) of paragraph 39 (statement in notes to accounts of reason for allotting shares) is hereby repealed.

6.  In paragraph 41 (information in notes to accounts about debentures issued during the financial year), sub-paragraphs (l)(a) and (2) are hereby repealed.

7.  In paragraph 45(1) (information in notes to accounts about investments)(3), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

8.  For sub-paragraph (1) of paragraph 48 (statement in notes to accounts of details of indebtedness) substitute the following —

“(1) In respect of each item shown under “creditors” in the company’s balance sheet there shall be stated the aggregate of the following amounts, that is to say—

(a) the amount of any debts included under that item which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year; and

(b) the amount of any debts so included which are payable or repayable by instalments any of which fall due for payment after the end of that period.”

9.  In paragraph 50(3) (statement in notes to accounts of amounts of capital expenditure)(4), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

10.  Paragraph 51(3) (statement in notes to accounts of aggregate amount of recommended dividend)(5) is hereby repealed.

11.—(1) Paragraph 53 (separate statement of certain items of income and expenditure)(6) is amended as follows.

(2) In sub-paragraph (2)(a) the words from “and loans” to “that period” are hereby repealed.

(3) Sub-paragraphs (3) to (6) are hereby repealed.

12.  Paragraph 54(1) (statement in notes to accounts of basis on which charge for tax computed) is hereby repealed.

13.—(1) Paragraph 55 (particulars of turnover) is amended as follows.

(2) In sub-paragraph (1), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

(3) In sub-paragraph (3) omit the words “or (as the case may be) of profit or loss”.

14.—(1) Paragraph 56 (particulars of staff) is amended as follows.

(2) In sub-paragraph (2) for “weeks” substitute “months”.

(3) In sub-paragraph (3) for “week” wherever it occurs substitute “month” and for “weekly” substitute “monthly”.

15.  Paragraph 59 (dealings with or interests in group undertakings)(7) is hereby repealed.

16.—(1) Paragraph 94 (staff costs) is amended as follows.

(2) For sub-paragraph (2) substitute—

“(2) “Pension costs” includes any costs incurred by the company in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company, any sums set aside for the future payment of pensions directly by the company to current or former employees and any pensions paid directly to such persons without having first been set aside.”

(3) In sub-paragraph (3), for “either of the above items” substitute “the item “social security costs””.

Regulation 14(2)

SCHEDULE 2 FORM AND CONTENT OF GROUP ACCOUNTS

1.  Schedule 4A(8) to the 1985 Act (form and content of group accounts) is amended as follows.

2.  In paragraph 1(1) (group accounts to comply with provisions of Schedule 4) for “provisions of Schedule 4” substitute “provisions of section 390A(3) (amount of auditors' remuneration) and Schedule 4 (form and content of company accounts)”.

3.  In paragraph 2(2) (composition of group accounts where financial year of subsidiary undertaking different from that of parent) for “differs from that of the parent company” substitute “does not end with that of the parent company”.

4.—(1) Paragraph 13 (information about acquisitions in notes to group accounts) is amended as follows.

(2) Sub-paragraph (4) is hereby repealed.

(3) In sub-paragraph (7) omit “(4)”.

5.  At the end of paragraph 14(1) (statement in notes to accounts of cumulative amount of goodwill written off) insert “otherwise than in the consolidated profit and loss account for that or any earlier financial year”.

Regulation 14(3)

SCHEDULE 3 DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS

1.  Schedule 5 to the 1985 Act (disclosure of information: related undertakings)(9) is amended as follows.

2.  Paragraph 1(3)(b) (information in notes to accounts of company not required to prepare group accounts about whether GB subsidiary undertaking registered in England and Wales or in Scotland) is hereby repealed.

3.  In paragraph 3 (financial information about subsidiary undertakings) after sub-paragraph (2) insert—

“(2A) That information need not be given if the company’s investment in the subsidiary undertaking is included in the company’s accounts by way of the equity method of valuation.”.

4.  For paragraph 4 (financial years of subsidiary undertakings) substitute—

“4.   Where—

(a) disclosure is made under paragraph 3(1) with respect to a subsidiary undertaking, and

(b) that undertaking’s financial year does not end with that of the company,

there shall be stated in relation to that undertaking the date on which its last financial year ended (last before the end of the company’s financial year).”

5.  Paragraph 5 (further information about subsidiary undertakings) is hereby repealed.

6.—(1) Paragraph 6 (shares and debentures of company held by subsidiary undertakings) is amended as follows.

(2) In sub-paragraph (1), omit the words “and debentures of”.

(3) In sub-paragraphs (2) and (3) omit “or debentures”.

7.  In paragraph 7(2) (definition of when a holding is significant for purposes of paragraphs 8 and 9) for “10 per cent.” substitute “20 per cent.” and for “one-tenth” substitute “one-fifth”.

8.  Paragraph 8(2)(b) (information in notes to accounts of company not required to prepare group accounts about whether GB undertaking in which company has significant holding is registered in England and Wales or in Scotland) is hereby repealed.

9.  In paragraph 9(1) omit from the beginning to “shares in the undertaking,”.

10.  Paragraph 10 (arrangements attracting merger relief) is hereby repealed.

11.  Paragraph 11(3)(b) (information in notes to accounts of company not required to prepare group accounts about whether GB parent undertaking is registered in England and Wales or in Scotland) is hereby repealed.

12.  Paragraph 12(3)(b) (information in notes to accounts of company not required to prepare group accounts about whether GB ultimate parent company is registered in England and Wales or in Scotland) is hereby repealed.

13.  In paragraph 13(2) (constructions of references to shares held by company), for “paragraphs 2 to 5” substitute “paragraphs 2 to 4”.

14.  Paragraph 15(3)(b) (information in notes to accounts of company required to prepare group accounts about whether GB subsidiary undertaking registered in England and Wales or in Scotland) is hereby repealed.

15.  Paragraph 18 (further information about subsidiary undertakings excluded from consolidation) is hereby repealed.

16.  Paragraph 19 (financial years of subsidiary undertakings) is hereby repealed.

17.—(1) Paragraph 20 (shares and debentures of company held by subsidiary undertakings) is amended as follows.

(2) In sub-paragraph (1), omit the words “and debentures of”.

(3) In sub-paragraphs (2) and (3) omit “or debentures”.

18.  Paragraph 22(3)(b) (information in notes to accounts of company required to prepare group accounts about whether GB associated undertaking is registered in England and Wales or in Scotland) is hereby repealed.

19.  In paragraphs 23(2) and 26(2) (definition of when a holding is significant for the purposes of paragraphs 24, 25, 27 and 28) for “10 per cent.” substitute “20 per cent.” and for “one-tenth” substitute “one-fifth”.

20.  Paragraph 24(2)(b) (information in notes to accounts of company required to prepare group accounts about whether GB incorporated undertaking in which parent company has significant holding is registered in England and Wales or in Scotland) is hereby repealed.

21.  In paragraphs 25(1) and 28(1) omit from the beginning to “shares in the undertaking,”.

22.  Paragraph 27(2)(b) (information in notes to accounts of company required to prepare group accounts about whether GB incorporated undertaking in which the group has significant holding is registered in England and Wales or in Scotland) is hereby repealed.

23.  Paragraph 29 (arrangements attracting merger relief) is hereby repealed.

24.  Paragraph 30(3)(b) (information in notes to accounts of company required to prepare group accounts about whether GB parent undertaking is registered in England and Wales or in Scotland) is hereby repealed.

25.  Paragraph 31(3)(b) (information in notes to accounts of company required to prepare group accounts about whether GB ultimate parent company is registered in England and Wales or in Scotland) is hereby repealed.

Regulation 14(6)

SCHEDULE 4 FORM AND CONTENT OF ACCOUNTS OF BANKING COMPANIES AND GROUPS

1.  Part I of Schedule 9 to the 1985 Act(10) (form and content of accounts of banking companies and groups) is amended as follows.

2.  In paragraph 8 (aggregate amount of dividends to be shown separately in profit and loss account etc.)—

(a) omit “and” at the end of sub-paragraph (a), and

(b) after sub-paragraph (b) insert—

“(c) if it is not shown in the notes to the accounts, the aggregate amount of any dividends proposed.”

3.—(1) Paragraph 44 (revaluation reserve) is amended as follows.

(2) In sub-paragraph (3), for “from the revaluation reserve” to “on capitalisation;” substitute—

“(a) from the revaluation reserve—

(i) to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or

(ii) on capitalisation,

(b) to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve;”.

(3) In sub-paragraph (4), for “sub-paragraph (3)(b)” substitute “sub-paragraph (3)(a)(ii)”.

4.  In paragraph 47(1) (information to be given by way of notes to accounts), after “shall” insert “(if not given in the company’s accounts)”, and omit “, unless otherwise provided”.

5.  Sub-paragraph (a) of paragraph 52 (statement in notes to accounts of reason for allotting shares) is hereby repealed.

6.  In paragraph 54 (information in notes to accounts about debentures issued during the financial year), sub-paragraphs (l)(a) and (2) are hereby repealed.

7.  In paragraph 66(1) (statement in notes to accounts of amounts of capital expenditure), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

8.  In paragraph 68(1) (information in notes to accounts about transferable securities), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

9.  Paragraph 73(3) (statement in notes to accounts of aggregate amount of recommended dividend) is hereby repealed.

10.  Paragraph 74 (separate statement of certain items of income and expenditure) is hereby repealed.

11.  Paragraph 75(1) (statement in notes to accounts of basis on which charge for tax computed) is hereby repealed.

12.—(1) Paragraph 77 (particulars of staff) is amended as follows.

(2) In sub-paragraph (2) for “weeks” substitute “months”.

(3) In sub-paragraph (3) for “week” wherever it occurs substitute “month” and for “weekly” substitute “monthly”.

13.—(1) Paragraph 87 (staff costs) is amended as follows.

(2) For sub-paragraph (b) substitute—

“(b) “Pension costs” includes any costs incurred by the company in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company, any sums set aside for the future payment of pensions directly by the company to current or former employees and any pensions paid directly to such persons without having first been set aside; and”.

(3) In sub-paragraph (c), for “either of the above items” substitute “the item “social security costs””.

Regulation 14(7)

SCHEDULE 5 FORM AND CONTENT OF ACCOUNTS OF INSURANCE COMPANIES AND GROUPS

1.  Part I of Schedule 9A to the 1985 Act (form and content of accounts of insurance companies and groups)(11) is amended as follows.

2.  In paragraph 5 (aggregate amount of dividends to be shown separately in profit and loss account etc.)—

(a) omit “and” at the end of sub-paragraph (a), and

(b) after sub-paragraph (b) insert—

“(c) if it is not shown in the notes to the accounts, the aggregate amount of any dividends proposed.”

3.  In the profit and loss account format set out in section B of Chapter I of Part I, under the heading “III Non-technical account”, after item 2 insert—

Tax credit attributable to balance on the long term business technical account”.

4.  Paragraph 21 (valuation method to be applied to investments) is hereby repealed.

5.—(1) Paragraph 29 (revaluation reserve) is amended as follows.

(2) In sub-paragraph (3), for “from the revaluation reserve” to “on capitalisation;” substitute—

“(a) from the revaluation reserve—

(i) to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or

(ii) on capitalisation,

(b) to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve;”.

(3) In sub-paragraph (4), for “sub-paragraph (3)(b)” substitute “sub-paragraph (3)(a)(ii)”.

6.  For paragraph 54 (preliminary matters concerning notes to accounts) substitute—

“54.— (1) Any information required in the case of any company by the following provisions of this Part of this Schedule shall (if not given in the company’s accounts) be given by way of a note to those accounts.

(2) Subject to sub-paragraph (3) below, in respect of every item stated in a note to the accounts—

(a) the corresponding amount for the financial year immediately preceding that to which the accounts relate shall also be stated, and

(b) where the corresponding amount is not comparable, that amount shall be adjusted and particulars of the adjustment and the reasons for it shall be given.

(3) Sub-paragraph (2) above does not apply to—

(a) paragraphs 62 and 66 of this Part of this Schedule (assets and reserves and provisions),

(b) paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),

(c) paragraphs 2, 8(3), 16, 21(1)(d), 22(4) and (5), 24(3) and (4) and 27(3) and (4) of Schedule 5 (shareholdings in other undertakings), and

(d) Parts II and III of Schedule 6 (loans and other dealings in favour of directors and others).”

7.  Sub-paragraph (a) of paragraph 59 (statement in notes to accounts of reason for allotting shares) is hereby repealed.

8.  In paragraph 61 (information in notes to accounts about debentures issued during the financial year), sub-paragraphs (l)(a) and (2) are hereby repealed.

9.  In paragraph 65 (information in notes to accounts about investments), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

10.  In sub-paragraph (1) of paragraph 66 (reserves and provisions) for the words “provisions for liabilities and charges” in both places where they occur substitute “provisions for other risks and charges”.

11.  For sub-paragraph (1) of paragraph 68 (statement in notes to accounts of details of indebtedness) substitute the following —

“(1) In respect of each item shown under “creditors” in the company’s balance sheet there shall be stated the aggregate of the following amounts, that is to say—

(a) the amount of any debts included under that item which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year; and

(b) the amount of any debts so included which are payable or repayable by instalments any of which fall due for payment after the end of that period.”

12.  In paragraph 70(3) (statement in notes to accounts of amounts of capital expenditure), paragraph (b) and the word “and” immediately preceding it are hereby repealed.

13.  Paragraph 71 (dealings with or interests in group undertakings) is hereby repealed.

14.  Paragraph 72(3) (statement in notes to accounts of aggregate amount of recommended dividend) is hereby repealed.

15.—(1) Paragraph 73 (separate statement of certain items of income and expenditure) is amended as follows.

(2) In sub-paragraph (2)(a) the words from “and loans” to “that period” are hereby repealed.

(3) Sub-paragraphs (3) to (5) are hereby repealed.

16.  Paragraph 74(1) (statement in notes to accounts of basis on which charge for tax computed) is hereby repealed.

17.—(1) Paragraph 79 (particulars of staff) is amended as follows.

(2) In sub-paragraph (2) for “weeks” substitute “months”.

(3) In sub-paragraph (3) for “week” wherever it occurs substitute “month” and for “weekly” substitute “monthly”.

18.  In sub-paragraph (c) of paragraph 84 (provisions) for “provisions for liabilities or charges” substitute “provisions for other risks and charges” and omit the words in parentheses.

19.—(1) Paragraph 86 (staff costs) is amended as follows.

(2) For sub-paragraph (b) substitute—

“(b) “Pension costs” includes any costs incurred by the company in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company, any sums set aside for the future payment of pensions directly by the company to current or former employees and any pensions paid directly to such persons without having first been set aside; and”.

(3) In sub-paragraph (c), for “either of the above items” substitute “the item “social security costs””.

Regulation 14(8)

SCHEDULE 6 MODIFICATIONS OF PART VIII OF THE 1985 ACT WHERE COMPANY'S ACCOUNTS PREPARED IN ACCORDANCE WITH SPECIAL PROVISIONS FOR INSURANCE COMPANIES

1.  Schedule 11 (modifications of Part VIII where company’s accounts prepared in accordance with special provisions for banking or insurance companies)(12) is amended as follows.

2.  For paragraph 7 (modification of section 264(2)) substitute —

“7.   Section 264(2) shall apply as if for the words in parentheses there were substituted “(“liabilities””to include any provision for other risks and charges within paragraph 84(c) of Part I of Schedule 9A and any amount included under Liabilities items Ba (fund for future appropriations), C (technical provisions) and D (technical provisions for linked liabilities) in a balance sheet drawn up in accordance with the balance sheet format set out in section B of Part I of Schedule 9A).”

3.  For paragraph 9 (modification of sections 270(2) and 275) substitute—

“9.   Sections 270(2) and 275 shall apply as if the reference to provisions of any of the kinds mentioned in paragraphs 88 and 89 of Schedule 4 were a reference to provisions of any of the kinds mentioned in paragraph 84 of Part I of Schedule 9A and to any amount included under Liabilities items Ba (fund for future appropriations), C (technical provisions) and D (technical provisions for linked liabilities) in a balance sheet drawn up in accordance with the balance sheet format set out in section B of Part I of Schedule 9A.”

(1)

Paragraph 34 was amended by section 4(2) of, and paragraph 6 of Schedule 1 to, the Companies Act 1989.

(2)

Sub-paragraph (3A) was inserted by section 4(2) of, and paragraph 6 of Schedule 1 to, the Companies Act 1989.

(3)

Paragraph 45 was amended by section 212 of, and paragraph 23(a) of Schedule 16 to, the Financial Services Act 1986 (c. 60).

(4)

Paragraph 50 was amended by section 212 of, and Schedule 24 to, the Companies Act 1989.

(5)

Paragraph 51 was amended by section 4(2) of, and paragraph 9 of Schedule 1 to, the Companies Act 1989.

(6)

Paragraph 53 was amended by sections 4(2) and 212 of, and paragraph 2 of Schedule 1 and Schedule 24 to, the Companies Act 1989.

(7)

Paragraph 59 was substituted by section 4(2) of, and paragraph 11(2) of Schedule 1 to, the Companies Act 1989.

(8)

Schedule 4A was inserted by section 5(2) of, and Schedule 2 to, the Companies Act 1989.

(9)

Schedule 5 was substituted by section 6 of, and Schedule 4 to, the Companies Act 1989.

(10)

Parts I to III of Schedule 9 were inserted before a re-numbered Schedule 9A by regulation 5 of, and Schedule 1 to, S.I. 1991/2705. Part IV of Schedule 9 was substituted by section 18(3) and (4) of, and Part IV of Schedule 7 to, the Companies Act 1989.

(11)

Parts I and II of Schedule 9 to the Companies Act 1985 were formed into a new Schedule 9A by regulation 5(1) of S.I. 1991/2705. A new Schedule 9A was substituted by regulation 4 of, and Schedule l to, S.I. 1993/3246.

(12)

Schedule 11 was amended by regulation 7 of, and paragraph 1 of Schedule 3 to, S.I. 1991/2705, and by regulation 5 of, and paragraph 8 of Schedule 2 to, S.I. 1993/3246.