Companies Act 1967

SCHEDULES

Sections 9, 10, 56, 57 & 130.

SCHEDULE 1 Amendments of Schedule 8 to the [1948 c. 38.] Companies Act 1948.

Amendment of preliminary Matter

1 In paragraph 1, after the word " holding ", there shall be inserted the words " or subsidiary ".

Amendments of Balance Sheet Provisions

2 In paragraph 2(a), for the words " and the earliest date on which the company has power to redeem those shares ", there shall be substituted the words " 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 and whether any (and, if so, what) premium is payable on redemption ".

3 In paragraph 4, in sub-paragraph (1), for the words " fixed and current assets ", there shall be substituted the word " assets " , and for sub-paragraph (2) there shall be substituted the following sub-paragraph :—

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

4 In paragraph 5(2), for head (c), there shall be substituted the following:—

“(c) to any quoted investments or to any unquoted 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”.

5 After paragraph 5, there shall be inserted the following paragraph :—

“5A In the case of unquoted investments consisting in equity share capital (as defined by subsection (5) of section 154 of this Act) 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”.

6 In paragraph 6, for the words " The aggregate amounts respectively of capital reserves, revenue reserves and provisions ", there shall be substituted the words " The aggregate amounts respectively of reserves and provisions " ; and in paragraph (a) of the proviso, for the words " any of the said three amounts ", there shall be substituted the words " either of the said amounts ".

7 (1) In paragraph 7(1), in head (a), for the words " the amount of the capital reserves, of the revenue reserves or of the provisions ", there shall be substituted the words " the amount of the reserves or of the provisions ",

and in head (b)(i), for the words " the amount of the capital reserves or of the revenue reserves ", there shall be substituted the words " the amount of the reserves ".

(2) In paragraph 7(2), for the words " any of the reserves or provisions aforesaid ", there shall be substituted the words " the reserves or any of the provisions aforesaid ".

8 After paragraph 7, there shall be inserted the following paragraph:—

“7A 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”.

9 (1) Paragraph 8 shall be amended as follows.

(2) For head (a) of sub-paragraph (1), there shall be substituted the following:—

“(a) the aggregate amounts respectively of the company's quoted investments and unquoted investments”.

(3) For head (d) of sub-paragraph (1), there shall be substituted the following:—

“(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”

(4) In head (e) of sub-paragraph (1), for the words " net aggregate amount (after deduction of income tax)", there shall be substituted the words " aggregate amount (before deduction of income tax) ".

(5) In sub-paragraph (3), the words " other than trade investments " shall be omitted.

(6) At the end of the paragraph, there shall be added the following sub-paragraph:—

“(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”.

10 (1) Paragraph II shall be amended as follows.

(2) At the end of sub-paragraph (6), there shall be added the words " 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 ".

(3) After sub-paragraph (6) there shall be inserted the following sub-paragraphs:—

“(6A) 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 unquoted 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.

(6B) 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.

(6C) 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 tenure, and, of the latter, how much is ascribable to land held on long lease and how much to land held on short lease”.

(4) In sub-paragraph (8), the words " other man trade investments " shall be omitted.

(5) After sub-paragraph (8). there shall be inserted the following sub-paragraphs:—

“(8A) 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.

(8B) 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”.

(6) In sub-paragraph (10), for the words " income tax ", there shall be substituted the words " corporation tax ".

Amendments of Profit and Loss Account Provisions

11 (1) Paragraph 12 shall be amended as follows.

(2) In sub-paragraph (1), for heads (b) and (c), there shall be substituted the following:—

“(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”.

(3) In sub-paragraph (1), for head (g), there shall be substituted the following:—

“(g) the amounts respectively of income from quoted investments and income from unquoted investments ;

(ga) 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);

(gb) the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery”.

(4) In sub-paragraph (1)(h), after the word " amount ", there shall be inserted the words " (before deduction of income tax) ".

(5) At the end of the paragraph, there shall be added the following sub-paragraphs:—

“(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”.

12 After paragraph 12, there shall be inserted the following paragraph:—

“12A 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”.

13 In paragraph 13, for the words "If the remuneration of the auditors is not fixed by the company in general meeting, the amount thereof ", there shall be substituted the words " The amount of the remuneration of the auditors ".

14 After paragraph 13, there shall be inserted the following paragraph:—

“13A (1) The matters referred to in sub-paragraphs (2) to (4) below 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 neither a holding company nor a subsidiary of another body corporate and the turnover which, apart from this sub-paragraph, would be required to be stated does not exceed £50,000”.

15 (1) Paragraph 14 shall be amended as follows.

(2) In sub-paragraph (3), after the words " charge for ", there shall be inserted the words " United Kingdom corporation tax and ".

(3) After sub-paragraph (3), there shall be inserted the following sub-paragraph:—

“(3A) 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”.

(4) Sub-paragraph (4) shall be omitted.

Amendments of Provisions as to Modifications of and Additions to Requirements as to Company's Accounts where it is a holding or subsidiary Company

16 In paragraph 15(2)(a), after the word " investments ", there shall be inserted the words " (except those in paragraphs 11 (6B) and 12(4)) ".

17 At the end of paragraph 16(1), there shall be added the words " and the aggregate amount of assets consisting of shares in fellow subsidiaries ".

18 In paragraph 18, after the words " this Act " there shall be inserted the words " and the Companies Act 1967 ".

19 In paragraph 19, after the words " this Act " there shall be inserted the words " and sections four and six to eight of the Companies Act 1967 ".

Amendments of exceptive Provisions

20 In paragraph 23, in sub-paragraph (1), for heads (a) and (b) there shall be substituted the following:—

“(a) as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4 (so far as it relates to assets), paragraph 8 (except sub-paragraphs (1)(d) and (4)), paragraphs 9 and 10 and paragraph 11 (except sub-paragraphs (6A), (6B), (6C), (8) and (8A)) ; and

(b) as respects its profit and loss account, those of sub-paragraph (1)(ga) and (h) of paragraph 12, paragraphs 12a and 13 and sub-paragraphs (1) and (5) of paragraph 14”;

and for the words " capital reserves, revenue reserves " and the words " such a reserve or provision ", there shall be substituted respectively the word " reserves " and the words " a reserve or such a provision ".

21 (1) Paragraph 24 shall be amended as follows.

(2) For so much of sub-paragraph (1) as precedes the proviso, there shall be substituted the following :—

“An insurance company to which the [1958 c. 72.] Insurance Companies Act 1958 applies shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a) as respects its balance sheet, those of paragraphs 4 to 7 (both inclusive), sub-paragraphs (1)(a) and (3) of paragraph 8 and sub-paragraphs (4), (5) and (6A) to (8) (both inclusive) of paragraph 11 ;

(b) as respects its profit and loss account, those of paragraph 12 (except sub-paragraph (1)(b), (c), (d) and (h)) and paragraph 14(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”.

(3) After sub-paragraph (2) there shall be inserted the following sub-paragraph:—

“(2A) The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirement of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fan-view required by this Act”.

(4) In the proviso to sub-paragraph (1) and in sub-paragraphs (2) and (3), for the word " assurance " (wherever occurring) there shall be substituted the word " insurance ".

22 (1) Paragraph 25 shall be amended as follows.

(2) For sub-paragraph (1) there shall be substituted the following sub-paragraph:—

“(1) A shipping company shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a) as respects its balance sheet, those of paragraph 4 (except so far as it relates to assets), paragraphs 5, 6 and 7 and sub-paragraphs (6A) and (6B) of paragraph 11;

(b) as respects its profit and loss account, those of sub-paragraph (1)(a), (e) and (f) and sub-paragraphs (3) and (4) of paragraph 12 and paragraph 13a”.

(3) For sub-paragraph (3) there shall be substituted the following sub-paragraph:—

“(3) In this paragraph the expression ' shipping company' means a company which, or a subsidiary of which, owns ships or includes amongst its activities the management or operation of ships, being a company which satisfies the Board of Trade that, in the national interest, it ought to be treated for the purposes of this paragraph as a shipping company”.

Amendments of interpretative Provisions

23 In paragraph 27(1), at the end of head (b) there shall be added the words " or any sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation " , and head (c) shall be omitted.

24 At the end of the Schedule, there shall be added the following paragraphs:—

“29 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.

30 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.

31 In the application of this Schedule to Scotland, 'land of freehold tenure' means land in respect of which the company is the proprietor of the dominium 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”.

Sections 9, 56, 57 & 130.

SCHEDULE 2 Form of Schedule 8 to the [1948 c. 38.] Companies Act 1948 as amended by this Act.

Accounts Preliminary

1 Paragraphs 2 to 11 of this Schedule apply to the balance sheet and 12 to 14 to the profit and loss account, and are subject to the exceptions and modifications provided for by Part II of this Schedule in the case of a holding or subsidiary company and by Part III thereof in the case of companies of the classes there mentioned ; and this Schedule has effect in addition to the provisions of sections one hundred and ninety-six and one hundred and ninety-seven of this Act.

PART I General Provisions as to Balance Sheet and Profit and Loss Account

Balance Sheet

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 preference 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 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 reissue.

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.

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.

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 stand in the company's books at the commencement of this Act (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 the commencement of this Act cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at the commencement of this Act 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 the commencement of this Act 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 quoted investments or to any unquoted 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.

5A In the case of unquoted investments consisting in equity share capital (as defined by subsection (5) of section 154 of this Act) 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.

6 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 Board of Trade may direct that it shall not require a separate statement of the amount of provisions where they are 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.

7 (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.

7A 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.

8 (1) There shall be shown under separate headings—

(a) the aggregate amounts respectively of the company's quoted investments and unquoted 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 so 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 provisos (b) and (c) of subsection (1) of section fifty-four 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 (before deduction of income tax) 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 quoted 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 quotation or permission to deal on a recognised stock exchange.

(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.

9 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.

10 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.

11 (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.

(3) 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, the amount to be stated before deduction of income tax, except that, in the case of tax free dividends, the amount shall be shown free of tax and the fact that it is so shown shall also be stated.

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

(5) 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.

(6) 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.

(6A) 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 unquoted 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.

(6B) 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.

(6C) 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 tenure, and, of the latter, how much is ascribable to land held on long lease and how much to land held on short lease.

(7) 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.

(8) The aggregate market value of the company's quoted 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.

(8A) 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.

(8B) 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.

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

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

(11) Except in the case of the first balance sheet laid before the company after the commencement of this Act, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet.

Profit and Loss Account

12 (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 provided 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 quoted investments and income from unquoted investments ;

(ga) 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) ;

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

(h) the aggregate amount (before deduction of income tax) of the dividends paid and proposed.

(2) The Board of Trade 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 the Board 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.

12A 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.

13 The amount of the remuneration of the auditors shall be shown under a separate heading, and for the purposes of this paragraph, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the expression " remuneration ".

13A (1) The matters referred to in sub-paragraphs (2) to (4) below 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 neither a holding company nor a subsidiary of another body corporate and the turnover which, apart from this sub-paragraph, would be required to be stated does not exceed £50,000.

14 (1) The matters referred to in the following sub-paragraphs 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.

(3A) 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.

(5) Except in the case of the first profit and loss account laid before the company after the commencement of this Act the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.

(6) Any material respects in which any 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.

PART II Special Provisions where the Company is a Holding or Subsidiary Company

Modifications of and Additions to Requirements as to Company's own Accounts

15 (1) This paragraph shall apply where the company is a holding company, whether or not it is itself a subsidiary of another body corporate.

(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 subsidiaries, 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 subsidiaries shall be so set out separately from all its other liabilities and—

(a) the references in Part I of this Schedule to the company's investments (except those in paragraphs 11 (6B) and 12(4)) shall not include investments in its subsidiaries required by this paragraph to be separately set out; and

(b) paragraph 5, sub-paragraph (1)(a) of paragraph 12, and sub-paragraph (2) of paragraph 14 of this Schedule shall not apply in relation to fixed assets consisting of interests in the company's subsidiaries.

(3) There shall be shown by way of note on the balance sheet or in a statement or report annexed thereto the number, description and amount of the shares in and debentures of the company held by its subsidiaries or their nominees, but excluding any of those shares or debentures in the case of which the subsidiary is concerned as personal representative or in the case of which it is concerned as trustee and neither the company nor any subsidiary thereof is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

(4) Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing—

(a) the reasons why subsidiaries are not dealt with in group accounts;

(b) the net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i) for the respective financial years of the subsidiaries ending with or during the financial year of the company ; and

(ii) for their previous financial years since they respectively became the holding company's subsidiary;

(c) the net aggregate amount of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i) for the respective financial years of the subsidiaries ending with or during the financial year of the company; and

(ii) for their other financial years since they respectively became the holding company's subsidiary;

so far as those profits are dealt with, or provision is made for those losses, in the company's accounts;

(d) any qualifications contained in the report of the auditors of the subsidiaries on their accounts for their respective financial years ending as aforesaid, and any note or saving contained in those accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its members;

or, in so far as the information required by this sub-paragraph is not obtainable, a statement that it is not obtainable :

Provided that the Board of Trade may, on the application or with the consent of the company's directors, direct that in relation to any subsidiary this sub-paragraph shall not apply or shall apply only to such extent as may be provided by the direction.

(5) Paragraphs (b) and (c) of the last foregoing sub-paragraph shall apply only to profits and losses of a subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses, and the profits or losses attributable to any shares in a subsidiary for the time being held by the holding company or any other of its subsidiaries shall not (for that or any other purpose) be treated as aforesaid so far as they are profits or losses for the period before the date on or as from which the shares were acquired by the company or any of its subsidiaries, except that they may in a proper case be so treated where—

(a) the company is itself the subsidiary of another body corporate; and

(b) the shares were acquired from that body corporate or a subsidiary of it;

and for the purpose of determining whether any profits or losses are to be treated as profits or losses for the said period the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reasonable accuracy by reference to the facts, be treated as accruing from day to day during that year and be apportioned accordingly.

(6) Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company—

(a) the reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company; and

(b) the dates on which the subsidiaries' financial years ending last before that of the company respectively ended or the earliest and latest of those dates.

16 (1) The balance sheet of a company which is a subsidiary of another body corporate, whether or not it is itself a holding company, shall show the aggregate amount of its indebtedness to all bodies corporate of which it is a subsidiary or a fellow subsidiary and the aggregate amount of indebtedness of all such bodies corporate to it, distinguishing in each case between indebtedness in respect of debentures and otherwise, and the aggregate amount of assets consisting of shares in fellow subsidiaries.

(2) For the purposes of this paragraph a company shall be deemed to be a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is the other's.

Consolidated Accounts of Holding Company and Subsidiaries

17 Subject to the following paragraphs of this Part of this Schedule, the consolidated balance sheet and profit and loss account shall combine the information contained in the separate balance sheets and profit and loss accounts of the holding company and of the subsidiaries dealt with by the consolidated accounts, but with such adjustments (if any) as the directors of the holding company think necessary.

18 Subject as aforesaid and to Part III of this Schedule, the consolidated accounts shall, in giving the said information, comply so far as practicable, with the requirements of this Act and the Companies Act 1967 as if they were the accounts of an actual company.

19 Sections one hundred and ninety-six and one hundred and ninety-seven of this Act and sections four and six to eight of the Companies Act 1967 shall not, by virtue of the two last foregoing paragraphs, apply for the purpose of the consolidated accounts.

20 Paragraph 7 of this Schedule shall not apply for the purpose of any consolidated accounts laid before a company with the first balance sheet so laid after the commencement of this Act

21 In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts—

(a) sub-paragraphs (2) and (3) of paragraph 15 of this Schedule shall apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries ; and

(b) there shall be annexed the like statement as is required by sub-paragraph (4) of that paragraph where there are no group accounts, but as if references therein to the holding company's accounts were references to the consolidated accounts.

22 In relation to any subsidiaries (whether or not dealt with by the consolidated accounts), whose financial years did not end with that of the company, there shall be annexed the like statement as is required by sub-paragraph (6) of paragraph 15 of this Schedule where there are no group accounts.

PART III Exceptions for special Classes of Company

23 (1) A banking or discount company shall not be subject to the requirements of Part I 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 8 (except sub-paragraphs (1)(d) and (4)), paragraphs 9 and 10 and paragraph 11 (except sub-paragraphs (6A), (6B), (6C), (8) and (8A)) ; and

(b) as respects its profit and loss account, those of sub-paragraph (1)(ga) and (h) of paragraph 12, paragraphs 12A and 13 and sub-paragraphs (1) and (5) of paragraph 14;

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.

(2) The accounts of a banking or discount company shall not be deemed, by reason only of the fact that they do not comply with any requirements of the said Part I from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

(3) In this paragraph the expression " banking or discount company " means any company which satisfies the Board of Trade that it ought to be treated for the purposes of this Schedule as a banking company or as a discount company.

24 (1) An insurance company to which the [1958 c. 72.] Insurance Companies Act 1958 applies shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a) as respects its balance sheet, those of paragraphs 4 to 7 (both inclusive), sub-paragraphs (1)(a) and (3) of paragraph 8 and sub-paragraphs (4), (5) and (6A) to (8) (both inclusive) of paragraph 11 ;

(b) as respects its profit and loss account, those of paragraph 12 (except sub-paragraph (1)(b), (c), (d) and (h)) and paragraph 14(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 Board of Trade 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 Part I 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) Where an insurance company is entitled to the benefit of this paragraph, then any wholly owned subsidiary thereof shall also be so entitled if its business consists only of business which is complementary to insurance business of the classes carried on by the insurance company.

(2A) The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirement of Part I 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.

(3) For the purposes of this paragraph a company shall be deemed to be the wholly owned subsidiary of an insurance company if it has no members except the insurance company and the insurance company's wholly owned subsidiaries and its or their nominees.

25 (1) A shipping company shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a) as respects its balance sheet, those of paragraph 4 (except so far as it relates to assets), paragraphs 5, 6 and 7 and sub-paragraphs (6A) and (6B) of paragraph 11 ;

(b) as respects its profit and loss account, those of sub-paragraph (1)(a), (e) and (f) and sub-paragraphs (3) and (4) of paragraph 12 and paragraph 13A.

(2) The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirements of Part I 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.

(3) In this paragraph the expression " shipping company " means a company which, or a subsidiary of which, owns ships or includes amongst its activities the management or operation of ships, being a company which satisfies the Board of Trade that, in the national interest, it ought to be treated for the purposes of this paragraph as a shipping company.

26 Where a company entitled to the benefit of any provision contained in this part of this Schedule is a holding company, the reference in Part II of this Schedule to consolidated accounts complying with the requirements of this Act shall, in relation to consolidated accounts of that company, be construed as referring to those requirements in so far only as they apply to the separate accounts of that company.

PART IV Interpretation of Schedule

27 (1) For the purposes 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, not being an amount written off in relation to fixed assets before the commencement of this Act; 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 this Schedule as a reserve and not as a provision.

28 For the purposes aforesaid, the expression " quoted investment " means an investment as respects which there has been granted a quotation or permission to deal on a recognised stock exchange, or on any stock exchange of repute outside Great Britain, and the expression " unquoted investment " shall be construed accordingly,

29 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.

30 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.

31 In the application of this Schedule to Scotland, " land of freehold tenure " means land in respect of which the company is the proprietor of the dominium 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.

Sections 49, 56 & 130.

SCHEDULE 3 Fees to be paid to the Registrar of Companies.

PART I Table of Fees

Matter in respect of which Fee is payable	Amount of Fee
For registration on its formation under the principal Act of a company as one limited by shares, registration under that Act in pursuance of Part VIII thereof of a company as one so limited (not being a company in whose case the liability of the members thereof was, before registration in pursuance of that Part, limited by some other Act or by letters patent) or re-registration under the principal Act in pursuance of section 44 of this Act of a company as one limited by shares.	If the nominal capital does not exceed £2,000, the sum of £20.
	If the nominal capital exceeds £2,000 but does not exceed £5,000, the sum of £20 with the addition of £1 for each £1,000 or part of £1,000 of nominal capital in excess of £2,000.
	If the nominal capital exceeds £5,000 but does not exceed £100,000, the sum of £23 with the addition of 5s. for each £1,000 or part of £1,000 of nominal capital in excess of £5,000.
	If the nominal capital exceeds £100,000, the sum of £46 15s. 0d. with the addition of Is. for each £1,000 or part of £1,000 of nominal capital in excess of £100,000.
For registration on its formation under the principal Act of a company as one not having a share capital, registration under that Act in pursuance of Part VIII thereof of a company as one limited by guarantee and not having a share capital or re-registration under that Act in pursuance of section 44 of this Act of a company as one so limited and not having a share capital.	If the number of members stated in the articles does not exceed 25, the sum of £20.
	If the number of members stated in the articles exceeds 25, but does not exceed 100, the sum of £20 with the addition of £1 for each 25 members or fraction of 25 members in excess of the first 25.
	If the number of members stated in the articles exceeds 100 but is not stated to be unlimited the sum of £23 with the addition of 5s. for each 50 members or fraction of 50 members after the first 100.
	If the number of members is stated in the articles to be unlimited, the sum of £38.
For registration on its formation under the principal Act of a company as one limited by guarantee and having a share capital, or as an unlimited one having a share capital, registration under that Act in pursuance of Part VIII thereof of a company as one so limited and having a share capital or re-registration under that Act in pursuance of section 44 of this Act of a company as one limited by guarantee and having a share capital.	The same amount as would be charged for registration if the company were limited by shares or the same amount as would be so charged if the company had not a share capital, whichever is the higher.
For re-registration of a company under the principal Act in pursuance of section 43 of this Act.	£5.
For registration of an increase in the share capital of a company.	An amount equal to the difference (if any) between the amount which, were the company being registered on its formation under the principal Act, would be payable by reference to its capital as increased and the amount which, were the company being so registered, would be payable by reference to its capital immediately before the increase.
For registration of an increase in the membership of a company limited by guarantee or an unlimited company.	An amount equal to the difference (if any) between the amount which, were the company being registered on its formation under the principal Act as a company limited by guarantee or as an unlimited company, would be payable by reference to its membership as increased and the amount which, were the company being so registered as such a company, would be payable by reference to its membership immediately before the increase.
For registration of a copy of an annual return or copies of documents delivered to the registrar of companies in compliance with section 410 of the principal Act.	£3.
For entering on the register the name of a company assumed by virtue of the passing of a special resolution by virtue of section 18(1) of the principal Act.	£10.

PART II Limitations on Operation of Part I

1 Where, in the case of a company limited by guarantee and having a share capital or an unlimited company having a share capital, an increase of share capital is made at the same time as an increase of membership, the company shall pay whichever fee is the higher, but not both.

2 The total of the fees to be paid by a company by reference to its membership shall in no case exceed £38.

3 The total of the fees to be paid by a company by reference to its share capital or of the fees to be paid by it by reference to its membership and the fees to be paid by it by reference to its share capital, shall in no case exceed £68.

4 In determining what fee (if any) is to be paid by a company upon an increase in its membership it shall be assumed, for the purpose of the application of the foregoing provisions of this Part of this Schedule, that the amount that would be payable by it by reference to its membership immediately before the increase has been paid, and in determining what fee (if any) is to be paid by a company upon an increase in its share capital, it shall be assumed, for that purpose, that the amount that would be payable by it by reference to its capital immediately before the increase has been paid.

Sections 56 & 130.

SCHEDULE 4 Enactments of the [1948 c. 38.] Companies Act 1948 applied.

Enactment	Subject-matter
Section 149(6)	Penalization of failure by director to take steps to secure compliance with requirements of Act as to contents of accounts.
Section 163	Construction of references to documents annexed to accounts.
Section 410	Accounts of oversea company.
Section 424	Registration offices in England and Scotland.
Section 436	Form of registers, &c.
Section 440	Provision with respect to default fines, and meaning of " officer in default ".
Section 444	Application of fines.
Section 449	Power to enforce orders.
Section 451	Annual report by Board of Trade.
Section 454	Power of Board of Trade to alter tables and forms.
Section 461	Application to Northern Ireland.

Sections 70, 107 & 130.

SCHEDULE 5 Amendments of [1958 c. 72.] Insurance Companies Act 1958 consequential on Sections 59 and 70(1) of this Act.

Provision amended and Subject-matter thereof	Amendment
Section 3 (separation of funds relating to certain classes of business).	In subsection (1)(b), for the words " two or more of the said classes " there shall be substituted the words " both the said classes ".
	In subsection (5), for the words " life assurance business, industrial assurance business, bond investment business and employers' liability insurance business " there shall be substituted the words " ordinary long-term insurance business and industrial assurance business ".
Section 5 (periodic investigation of certain companies by actuary)	In subsection (1), for the words " life assurance business, industrial assurance business or bond investment business " there shall be substituted the words " ordinary long-term insurance business or industrial assurance business ".
Section 11 (provisions as to certain amalgamations and transfers).	In subsection (1), in paragraphs (a) and (b), the words " or employers' liability insurance business " shall be omitted and, in the proviso, the words " carrying on life assurance business or industrial assurance business ", the word " that ", where secondly occurring, and the word " life ", where last occurring, shall be omitted, and after the words " in the company " there shall be inserted the words " that is attributable to the carrying on of ordinary long-term insurance and industrial assurance business ".
	In subsection (2)(b), the words " except in relation to a transfer of employers' liability insurance business " shall be omitted, and for the words " sinking fund or bond investment " there shall be substituted the words " or capital redemption ".
Section 33 (interpretation)	In subsection (1), immediately before the definition of " chairman " there shall be inserted the following definition:— “' capital redemption business ' means such business as, by virtue of paragraph (c) of subsection (6) of section fifty-nine of the Companies Act 1967, falls within the definition in that subsection of ordinary long-term insurance business”, in the definition of " general business ", the words " of a class or classes specified in section one of this Act " shall be omitted, in the definition of " long-term business ", for the words " business of all or any of the following classes, namely, life assurance business, industrial assurance business and bond investment business " there shall be substituted the words " business of either or both of the following classes, namely, ordinary long-term insurance business and industrial assurance business " , for the definition of " policy ", there shall be substituted the following definition:— “" policy— (a) in relation to ordinary long-term insurance business and industrial assurance business, includes an instrument evidencing a contract to pay an annuity upon human life; (b) in relation to insurance business of any other class (except capital redemption business) includes any policy under which there is for the time being an existing liability already accrued or under which a liability may accrue; and (c) in relation to capital redemption business, includes any policy, bond, certificate, receipt or other instrument evidencing the contract with the company”, and, in the definition of " policy holder ", for the words " bond investment business " there shall be substituted the words " capital redemption business ", immediately before the word " bond ", where secondly occurring, there shall be inserted the word " policy " , and for paragraphs (a) to (c) there shall be substituted the following paragraphs :— “(a) in relation to such ordinary long-term insurance business or industrial assurance business as consists in the granting of annuities upon human life, includes an annuitant; and (b) in relation to insurance business of any kind other than such as is mentioned in the foregoing paragraph or capital redemption business, includes a person to whom, under a policy, a sum is due or a periodic payment is payable”

Sections 99, 107, 108 & 130.

SCHEDULE 6 Amendments (of minor Nature or consequential on Part II) of the [1958 c. 72.] Insurance Companies Act 1958 and the [1923 c. 8.] Industrial Assurance Act 1923.

PART I Amendments of the Insurance Companies Act 1958

Provision amended and Subject-matter thereof	Amendment
Section 1 (companies to which Act applies).	In subsection (6), at the beginning there shall be inserted the words " With the exception of section 6(1) thereof " and after the word " approved " there shall be inserted the words " for the purposes of Part II of the Companies Act 1967 ".
Section 6 (statements of business by Committee of Lloyds, &c).	In subsection (1), for the words " under and for the purposes of subsection (6) of section one of this Act " there shall be substituted the words " for the purposes of Part II of the Companies Act 1967 ".
Section 13 (margin of solvency for general business).	In subsection (2)(b), the words " (whether or not being insurance business of a class specified in section one of this Act) " shall be omitted.
Section 17 (supplemental provisions as to winding up).	The reference to a date specified in a notice served under section 14 shall include a reference to a time specified in a direction given under section 109(1) of this Act.
Section 21 (application of Schedule 2 for adapting Act to industrial assurance companies and other special kinds of companies).	The reference to the operation of the Act shall include a reference to the operation of Part II of this Act.
Section 24 (bond investment companies).	For the words " bond investment business " there shall be substituted the words " capital redemption business in the case of which the premiums in return for which a contract is effected are payable at intervals of less than six months ".
Section 32 (expenses).	In subsection (1), the reference to the Act shall include a reference to Part II of this Act.
Schedule 2 (adaptations for special cases).	In paragraph 7, in the proviso, for the words " life assurance fund " there shall be substituted the words " ordinary long-term insurance fund ".
	In paragraph 8, the reference to the Act shall include a reference to Part II of this Act.
	In paragraph 9, the reference to section 13 shall be construed as including a reference to section 62 of this Act and for the reference to £50,000 there shall be substituted a reference to sums of money.
	In paragraph 10(1), the words " carrying on general business and " shall be omitted.
	In paragraph 10(2), for head (a) there shall be substituted the following head:— “(a) an insurance company authorised by or under Part II of the Companies Act 1967 to carry on insurance business of any class;” head (c), and the word " or " immediately before that head, shall be omitted, and the words " in respect of insurance business of any class specified in section one of this Act " shall be omitted.
Schedule 3 (rules for valuing policies and liabilities).	In paragraph 3, for the words " a bond investment policy " there shall be substituted the words " a capital redemption policy "; in paragraph 4, for the words " a current fire, accident, motor vehicle, marine, aviation or transit policy " there shall be substituted the words " a current policy of any kind other than a life policy or a capital redemption policy "; and in paragraph 5, for the words " a periodic payment under an accident or motor vehicle policy " there shall be substituted the words " a periodic payment under a policy, being a payment in respect of personal injury or of disease " ; and paragraphs 6 and 7 shall be omitted ".

PART II Amendments of the [1923 c. 8.] Industrial Assurance Act 1923

Provision amended and Subject-matter thereof	Amendment
Section 1 (industrial assurance business)	After subsection (1), there shall be inserted the following subsection— “(1A) In this Act ' industrial assurance company ' means a body corporate which carries on industrial assurance business and ' collecting society ' means a society registered under the [1896 c. 25.] Friendly Societies Act 1896 which carries on such business, being a friendly society within the meaning of that Act”.
Section 7 (deposits by collecting societies)	In subsection (1), for the words from the beginning to the end of paragraph (b), there shall be substituted the following words:— “Every collecting society shall be under obligation to deposit with the Accountant General of the Supreme Court the sum of £20,000 and to keep that sum so deposited while it carries on industrial assurance business, and the following provisions shall have effect with respect to deposits under this section, namely,— (a) the provisions substituted by the [1965 c. 2.] Administration of Justice Act 1965 for sections 19(1) and 20(1) of the [1958 c. 72.] Insurance Companies Act 1958 shall apply for the purposes of this section subject to the modifications that, in the provision so substituted for section 19(1), for the references to a company there shall be substituted references to a collecting society and for the references to section 2 of the [1909 c. 49.] Assurance Companies Act 1909 and paragraph 1 of Schedule 2 to the [1958 c. 72.] Insurance Companies Act 1958 there shall be substituted a reference to this section and that regulations under the provisions so substituted for section 20(1) shall be made by the Industrial Assurance Commissioner; (b) a deposit under this section shall not be accepted except on a warrant of that Commissioner”, and paragraph (f) shall be omitted.

Section 129.

SCHEDULE 7 Spent or obsolete Enactments ceasing to have Effect.

Chapter	Short Title	Extent to which Enactment is to cease to have Effect
13 & 14 Geo. 5. c. 8.	The Industrial Assurance Act 1923.	Section 4(4).
		In section 7, in subsection (1), in paragraph (d), the words from the beginning to "Act " and in paragraph (e) the words " after the passing of this Act ", and subsection (4).
		In section 18, in subsection (1), the words " made as at the thirty-first day of December, nineteen hundred and twenty-four, or any later date " and the proviso to paragraph (d), subsection (2), and in subsection (3) the words " whether made before or after the passing of this Act " and the proviso.
		In section 24(3), the words " after the expiration of five years from the passing of this Act ".
		Section 24(5).
		Section 30.
		In section 40, the words " with or without hard labour ".
		In Schedule 1, the entry relating to section 21.
16 & 17 Geo. 5. c. 9.	The Economy (Miscellaneous Provisions) Act 1926.	In section 13, subsection (2), and, in subsection (4), the words from the beginning to " and thereafter ".
19 & 20 Geo. 5. c. 28.	The Industrial Assurance and Friendly Societies Act 1929.	Section 3(5).
11 & 12 Geo. 6. c. 38.	The Companies Act 1948.	Section 53(6).
		In section 124(1), in the proviso, the words from " and (d)" onwards.
		In section 329, the words " with or without hard labour ".
		In section 438, the words " with or without hard labour ".
		Section 459(9)(f).
		Schedule 18.
11 & 12 Geo. 6. c. 39.	The Industrial Assurance and Friendly Societies Act 1948.	In section 2, in subsection (1), the words from " This subsection, and " onwards, and in subsection (3), the words " from the expiration of one year from the day appointed as aforesaid ".
		Section 5(3).
		In section 6(1), in the proviso, paragraphs (a) and (b).
		Section 10(4).
		Section 11(4).
		In section 12, subsection (1), in subsection (3), the words from the beginning to " Provided that and subsection (4).
		Section 17(2).
		Section 19(1) to (4).
		Sections 21 and 22.
		Section 25(5).
		Schedule 6.
11 & 12 Geo. 6. c. 67.	The Gas Act 1948.	Section 40.
6 & 7 Eliz. 2. c. 72.	The Insurance Companies Act 1958.	In section 1(5), the words from " and the Board " onwards.
		In section 3, in subsection (1), the words " Subject to the provisions of this Act "; in subsection (2), the words " Subject as aforesaid "; and subsections (3) and (4).
		In section 33, in subsection (1), the definition of " interest ", and subsection (5).
		Section 34(4).
		In Schedule 2, paragraph 13.

Section 130.

SCHEDULE 8 Enactments repealed.

PART I Repeals in the [1923 c. 8.] Industrial Assurance Act 1923

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 1.	In subsection (1), the words from the beginning to " Provided that "	} The passing of this Act.
Section 39.	Subsection (2), except in relation to contraventions or failures occurring before the passing of this Act.
	In subsection (4), the words from the beginning to " three months "

PART II Repeal in the [1929 c. 28.] Industrial Assurance and Friendly Societies Act 1929

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 3.	Subsection (1) in so far as it penalizes industrial assurance companies, but except in relation to failures by them occurring before the passing of this Act.	The passing of this Act.
	Subsection (4) in so far as it penalizes such companies, but except in relation to issues of premium receipt books before the passing of this Act.

PART III Repeals in the [1948 c. 38.] Companies Act 1948

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 29.	The words " subsection (1) of section one hundred and twenty-nine ", the words " the first, third and fourth of " and the words " and the provisions contained in the second of those enactments shall cease to apply to the company ".	} The expiration of the period of six months beginning with the day on which this Act is passed.
Section 129.	The whole section.
Section 143.	In subsection (1), the proviso.	The passing of this Act.
Section 157.	Subsection (2), except in relation to a report attached to a balance sheet of a body corporate laid before it in general meeting in respect of a financial year ending before the coming into operation of section 16 of this Act, and subsection (3).	} The expiration of the period mentioned above.
Section 161.	In subsection (1), the proviso, and, in subsection (2), the proviso.
Section 162.	The whole section.
Section 169.	The whole section.	} The passing of this Act.
Section 170.	In subsection (1)(a) the words " by the Director of Public Prosecutions or by or on behalf of the Lord Advocate ".
Section 190.	In subsection (1), in the proviso, paragraph (a).	The expiration of the period mentioned above.
Section 195.	The whole section.	} The expiration of the period of three months beginning with the day on which this Act is J passed.
Section 198.	In subsection (1), the words " one hundred and ninety-five and ", and subsection (2).
Section 410.	In subsection (1), the proviso.	The expiration of the period of six months beginning with the day on which this Act is passed.
Section 425.	In subsection (1), the proviso.	The expiration of the period of three months beginning with the day on which this Act is passed.
Section 442.	The whole section.	} The passing of this Act.
Section 452.	The whole section.
Section 454.	In subsection (2), in paragraph (a), the words from " the Twelfth Schedule " to that Schedule ".	The expiration of the period of three months beginning with the day on which this Act is passed.
Section 455.	In subsection (1), the definition of " exempt private company ".	} The expiration of the period of six months beginning with the day on which this Act is passed.
Schedule 1.	In Table A, in Part I, in regulation 22, the words " except as provided by sub-paragraph (4) of paragraph 2 of the Seventh Schedule to the Act ", and in Part II, regulation 6.
Schedule 3.	In paragraph 6, the words " which is not an exempt private company ".
Schedule 4.	In paragraph 30, the words " which is not an exempt private company ".
Schedule 5.	In paragraph 6, the words " which is not an exempt private company ".	} The expiration of the period of six months beginning with the day on which this Act is passed.
Schedule 6.	In Part II, in the forms of certificates and other documents accompanying the annual return, the words " (whether an Exempt Private Company or not)", the words from " either " to " below or " and the form of additional certificate to be given in the case of an exempt private company.
Schedule 7.	The whole Schedule.
Schedule 9.	The whole Schedule.
Schedule 12.	The whole Schedule.	The expiration of the period of three months beginning with the day on which this Act is passed.
Schedule 14.	The words " and Seventh " and the words " and the Ninth Schedule ".	} The expiration of the 1 period of six months beginning with the day on which this Act is passed.
Schedule 15.	The entries relating to sections 129(1) and 162(1) and (3).

PART IV Repeal in the [1948 c. 39.] Industrial Assurance and Friendly Societies Act 1948

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 16.	Subsection (2) so far as relating to industrial assurance companies, but except in relation to contraventions or failures occurring before the passing of this Act.	The passing of this Act.

PART V Repeal in the [1951 c. 65.] Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 57.	Subsection (5) so far as relating to industrial assurance companies, but except in relation to contraventions of failures occurring before the passing of this Act.	The passing of this Act.

PART VI Repeals in the [1958 c. 72.] Insurance Companies Act 1958

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 1.	Subsections (2) to (4).	} The passing of this Act.
Section 2.	The whole section.
Section 5.	In subsection (1), the proviso.
Section 8.	Subsection (5).
Section 10.	The whole section.
Section 19.	Subsection (2).
Section 20.	Subsections (2) and (3).
Section 21.	Paragraph (a) and the words " Parts 1 to iii of ".
Section 26.	Subsection (1), except as applied by the Industrial Assurance Act 1923 and except in relation to defaults in complying with requirements of the Act of 1958 occurring before the passing of this Act.
	Subsection (2).
Section 27.	The whole section.
Section 31.	The whole section.
Section 33.	In subsection (1), the definitions of " accident insurance business ", " bond investment business ", " employers' liability insurance business ", and " fire insurance business "; the definition of " life assurance business ", except for the purposes of section 29(8) of the Finance Act 1966; the definitions of " marine aviation and transit insurance business " and " motor vehicle insurance business "; and, in the definition of " court ", the words " except in the provisions of this Act relating to deposits ".	} The passing of this Act.
	Subsections (2), (3) and (4).
Section 34.	In subsection (3), the words " or subsection (3) of section thirty-three thereof ".
Section 35.	Subsection (2).
Section 36.	Subsection (6).
Schedule 2.	Part I; paragraph 6(5); in paragraph 9, the words " two and "; and paragraphs 11 and 12.
Schedule 5.	The words from " In subsection (1) of section one " to " not apply ".

PART VII Repeals in the [1963 c. 16.] Protection of Depositors Act 1963

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 4.	Paragraphs (b), (c) and (e).	The expiration of the period of six months beginning with the day on which this Act is passed.
Section 15.	In subsection (1), the words " Subject to subsection (3) " and paragraphs (b), (c) and (d), and subsection (3).	} The passing of this Act.
Section 20.	The whole section.

PART VIII Repeal in the [1964 c. 71.] Trading Stamps Act 1964

Provision	Extent of Repeal	Times at which Repeal is to take Effect
Section 1.	Subsection (2).	As to paragraph (b), the passing of this Act, and as to the residue, the expiration of the period of six months beginning with the day on which this Act is passed.

PART IX Repeals in the [1965 c. 2.] Administration of Justice Act 1965

Provision	Extent of Repeal	Time at which Repeal is to take Effect
Section 14.	In subsection (1), paragraphs (d) and (f); and in subsection (5), paragraphs (a), (c) and (d).	} The passing of this Act.
Schedule 1.	The entries relating to the Industrial Assurance Act 1923 and the Civil Aviation Act 1949.