Companies Act 1985

F1 F1 SCHEDULE 5 U.K.

Textual Amendments

F1 Sch. 5 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)

Part I U.K. Companies not Required to Prepare Group Accounts

Subsidiary undertakings U.K.

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[F3 Holdings in subsidiary undertakings] U.K.

2 (1) There shall be stated in relation to shares of each class held by the company in a subsidiary undertaking—

(a) the identity of the class, and

(b) the proportion of the nominal value of the shares of that class represented by those shares.

(2) The shares held by or on behalf of the company itself shall be distinguished from those attributed to the company which are held by or on behalf of a subsidiary undertaking.

[F4 Financial information about subsidiary undertakings] U.K.

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F6 Financial years of subsidiary undertakings U.K.

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[F8 Further information about subsidiary undertakings] U.K.

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[F10 Shares and debentures of company held by subsidiary undertakings] U.K.

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[F13 Significant holdings in undertakings other than subsidiary undertakings] U.K.

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[F19 Arrangements attracting merger relief] U.K.

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[F21 Parent undertaking drawing up accounts for larger group] U.K.

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[F23 Identification of ultimate parent company] U.K.

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[F25 Constructions of references to shares held by company] U.K.

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[F27 Part II U.K. Companies Required to Prepare Group Accounts]

Introductory U.K.

14 In this Part of this Schedule “the group” means the group consisting of the parent company and its subsidiary undertakings.

[F28 Subsidiary undertakings] U.K.

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[F30 Holdings in subsidiary undertakings] U.K.

16 (1) The following information shall be given with respect to the shares of a subsidiary undertaking held—

(a) by the parent company, and

(b) by the group;

and the information under paragraphs (a) and (b) shall (if different) be shown separately.

(2) There shall be stated—

(a) the identity of each class of shares held, and

(b) the proportion of the nominal value of the shares of that class represented by those shares.

[F31 Financial information about subsidiary undertakings not included in the consolidation] U.K.

17 (1) There shall be shown with respect to each subsidiary undertaking not included in the consolidation—

(a) the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

(b) its profit or loss for that year.

(2) That information need not be given if the group’s investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

(a) the undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and

(b) the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.

(3) Information otherwise required by this paragraph need not be given if it is not material.

(4) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

(a) if its financial year ends with that of the company, that year, and

(b) if not, its financial year ending last before the end of the company’s financial year.

[F32 Further information about subsidiary undertakings excluded from consolidation] U.K.

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[F34 Financial years of subsidiary undertakings] U.K.

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[F36 Shares and debentures of company held by subsidiary undertakings] U.K.

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[F39 Joint ventures] U.K.

21 (1) The following information shall be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 19 of Schedule 4A (joint ventures)—

(a) the name of the undertaking;

(b) the address of the principal place of business of the undertaking;

(c) the factors on which joint management of the undertaking is based; and

(d) the proportion of the capital of the undertaking held by undertakings included in the consolidation.

(2) Where the financial year of the undertaking did not end with that of the company, there shall be stated the date on which a financial year of the undertaking last ended before that date.

[F40 Associated undertakings] U.K.

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[F42 Other significant holdings of parent company or group] U.K.

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[F50 Arrangements attracting merger relief] U.K.

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[F52 Parent undertaking drawing up accounts for larger group] U.K.

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[F54 Identification of ultimate parent company] U.K.

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[F56 Construction of references to shares held by parent company or group] U.K.

32 (1) References in this Part of this Schedule to shares held by the parent company or the group shall be construed as follows.

(2) For the purposes of paragraphs 16, 22(4) and (5) and 23 to 25 (information about holdings in subsidiary and other undertakings)—

(a) there shall be attributed to the parent company shares held on its behalf by any person; but

(b) there shall be treated as not held by the parent company shares held on behalf of a person other than the company.

(3) References to shares held by the group are to any shares held by or on behalf of the parent company or any of its subsidiary undertakings; but there shall be treated as not held by the group any shares held on behalf of a person other than the parent company or any of its subsidiary undertakings.

(4) Shares held by way of security shall be treated as held by the person providing the security—

(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.