The Overseas Companies Regulations 2009

Duty to prepare accounts

53.  Sections 394 to 397, 399, and 402 to 406 of the Companies Act 2006 apply in relation to an institution to which this Chapter applies, modified so that they read as follows—

“394    Duty to prepare individual accounts

Subject to section 399 (duty to prepare group accounts) the directors of an institution must prepare accounts for the institution for each of its financial years.

Those accounts are referred to as the institution’s “individual accounts”.

395    Individual accounts: applicable accounting framework

(1) An institution’s annual accounts may be prepared in accordance with—

(a) its parent law (“parent law individual accounts”),

(b) international accounting standards (“IAS individual accounts”), or

(c) section 396 (“overseas institutions individual accounts”).

(2) An institution may only prepare parent law individual accounts if the content of such accounts includes that required by section 396.

396    Overseas institutions individual accounts

(1) Overseas institutions individual accounts must comprise—

(a) a balance sheet as at the last day of the financial year, and

(b) a profit and loss account.

(2) The accounts must comply with the provisions in Schedule 6 to the Overseas Companies Regulations as to—

(a) the content of the balance sheet and the profit and loss account, and

(b) additional information to be provided by way of notes to the accounts.

397    IAS individual accounts, parent law individual accounts and overseas institutions individual accounts

(1) Where the directors of an institution prepare IAS individual accounts they must state in the notes—

(a) that the accounts have been prepared in accordance with international accounting standards,

(b) whether the accounts have been audited, and

(c) if they have been audited—

(i) whether they have been audited in accordance with a set of generally accepted auditing standards, and

(ii) if so, the name of the organisation or other body which issued those standards.

(2) Where the directors of an institution prepare parent law individual accounts they must state in the notes—

(a) that the accounts have been prepared in accordance with the institution’s parent law,

(b) the legislation under which the accounts have been prepared,

(c) whether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,

(d) whether the accounts have been audited, and

(e) if they have been audited—

(i) whether they have been audited in accordance with a set of generally accepted auditing standards, and

(ii) if so, the name of the organisation or other body which issued those standards.

(3) Where the directors of an institution prepare overseas institutions individual accounts they must state in the notes—

(a) that the accounts have been prepared in accordance with section 396,

(b) whether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,

(c) whether the accounts have been audited, and

(d) if they have been audited—

(i) whether they have been audited in accordance with a set of generally accepted auditing standards, and

(ii) if so, the name of the organisation or other body which issued those standards.

399    Duty to prepare group accounts

If at the end of a financial year an institution is a parent institution the directors must, instead of preparing individual accounts for the year, prepare group accounts for the year.

402    Exemption from duty to prepare group accounts

A parent institution is exempt from the requirement to prepare group accounts where—

(a) it has prepared accounts under section 395(1)(a) and its parent law does not require consolidated accounts;

(b) it has prepared accounts under section 395(1)(b) and in accordance with the international accounting standards it is not required to prepare consolidated accounts;

(c) it has prepared accounts under section 395(1)(c) and if under section 405 all of the institution’s subsidiary undertakings could be excluded from consolidation.

402A    Holding institution accounts to be regarded as group accounts

Where an institution, being a parent institution, is required by section 399 to prepare group accounts, and that institution is itself the subsidiary of another institution (“the holding institution”), the group accounts of the holding institution may be deemed to satisfy the requirements of section 399 to prepare group accounts.

403    Group accounts: applicable accounting framework

(1) The group accounts of an institution may be prepared in accordance with—

(a) its parent law (“parent law group accounts”),

(b) international accounting standards (“IAS group accounts”), or

(c) section 404 (“overseas institutions group accounts”).

(2) An institution may only prepare parent law group accounts if the content of such accounts includes that required by section 404.

404    Overseas institutions group accounts

(1) Overseas institutions group accounts must comprise—

(a) a consolidated balance sheet dealing with the state of affairs of the parent institution and its subsidiary undertakings, and

(b) a consolidated profit and loss account dealing with the profit or loss of the parent institution and its subsidiary undertakings.

(2) The accounts must comply with the provisions of Schedule 7 to the Overseas Companies Regulations as to—

(a) the content of the consolidated balance sheet and consolidated profit and loss account, and

(b) additional information to be provided by way of notes to the accounts.

405    Overseas institutions group accounts: subsidiary undertakings included in the consolidation

(1) Where a parent institution prepares overseas institutions group accounts, all the subsidiary undertakings of the institution must be included in the consolidation, subject to the following exceptions.

(2) A subsidiary undertaking may be excluded from the consolidation if its inclusion is not material (but two or more undertakings may be excluded only if they are not material taken together).

(3) A subsidiary undertaking may be excluded from consolidation where—

(a) severe long-term restrictions substantially hinder the exercise of the rights of the parent institution over the assets or management of that undertaking, or

(b) the information necessary for the preparation of group accounts cannot be obtained without disproportionate expense or undue delay, or

(c) the interest of the parent institution is held exclusively with a view to subsequent resale.

(4) The reference in subsection (3)(a) to the rights of the parent institution and the reference in subsection (3)(c) to the interest of the parent institution are, respectively, to rights and interests held by or attributed to the institution for the purposes of the definition of “parent undertaking” (see section 1162) in the absence of which it would not be the parent institution.

406    IAS group accounts, parent law group accounts and overseas institutions group accounts

(1) Where the directors of an institution prepare IAS group accounts they must state in the notes—

(a) that the accounts have been prepared in accordance with international accounting standards,

(b) whether the accounts have been audited, and

(c) if they have been audited—

(i) whether they have been audited in accordance with a set of generally accepted auditing standards, and

(ii) if so, the name of the organisation or other body which issued those standards.

(2) Where the directors of an institution prepare parent law group accounts they must state in the notes—

(a) that the accounts have been prepared in accordance with the institution’s parent law,

(b) the legislation under which the accounts have been prepared,

(c) whether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,

(d) whether the accounts have been audited, and

(e) if they have been audited—

(i) whether they have been audited in accordance with a set of generally accepted auditing standards, and

(ii) if so, the name of the organisation or other body which issued those standards.

(3) Where the directors of an institution prepare overseas institutions group accounts they must state in the notes—

(a) that the accounts have been prepared in accordance with section 404,

(b) whether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,

(c) whether the accounts have been audited, and

(d) if they have been audited—

(i) whether they have been audited in accordance with a set of generally accepted auditing standards, and

(ii) if so, the name of the organisation or other body which issued those standards.”.