SCHEDULES

F1F1SCHEDULE 5

Part I Companies not Required to Prepare Group Accounts

Subsidiary undertakings

1

(1)

The following information shall be given where at the end of the financial year the company has subsidiary undertakings.

(2)

The name of each subsidiary undertaking shall be stated.

(3)

There shall be stated with respect to each subsidiary undertaking—

(a)

if it is incorporated outside Great Britain, the country in which it is incorporated;

F2(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(4)

The reason why the company is not required to prepare group accounts shall be stated.

(5)

If the reason is that all the subsidiary undertakings of the company fall within the exclusions provided for in section 229, it shall be stated with respect to each subsidiary undertaking which of those exclusions applies.

F3 Holdings in subsidiary undertakings

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

3

(1)

There shall be disclosed with respect to each subsidiary undertaking—

(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 company is exempt by virtue of section 228 from the requirement to prepare group accounts (parent company included in accounts of larger group).

F5(2A)

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

(3)

That information need not be given if—

(a)

the subsidiary 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 company’s holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

(4)

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

(5)

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.

F6 Financial years of subsidiary undertakings

F74

Where—

(a)

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

(b)

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

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

F8 Further information about subsidiary undertakings

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F95

F10 Shares and debentures of company held by subsidiary undertakings

6

(1)

The number, description and amount of the shares in F11. . . the company held by or on behalf of its subsidiary undertakings shall be disclosed.

(2)

Sub-paragraph (1) does not apply in relation to shares F12. . . in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

(3)

The exception for shares F12. . .in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company, or any subsidiary undertaking of the company, 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)

Schedule 2 to this Act has effect for the interpretation of the reference in sub-paragraph (3) to a beneficial interest under a trust.

F13 Significant holdings in undertakings other than subsidiary undertakings

7

(1)

The information required by paragraphs 8 and 9 shall be given where at the end of the financial year the company has a significant holding in an undertaking which is not a subsidiary undertaking of the company.

(2)

A holding is significant for this purpose if—

(a)

it amounts to F1420 per cent.or more of the nominal value of any class of shares in the undertaking, or

(b)

the amount of the holding (as stated or included in the company’s accounts) exceeds F14one-fifth of the amount (as so stated) of the company’s assets.

F158

(1)

The name of the undertaking shall be stated.

(2)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F16(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(3)

There shall also be stated—

(a)

the identity of each class of shares in the undertaking held by the company, and

(b)

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

9

(1)

F17. . . there shall also be stated—

(a)

the aggregate amount of the capital and reserves of the undertaking 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—

(a)

the company is exempt by virtue of section 228 from the requirement to prepare group accounts (parent company included in accounts of larger group), and

(b)

the investment of the company in all undertakings in which it has such a holding as is mentioned in sub-paragraph (1) is shown, in aggregate, in the notes to the accounts by way of the equity method of valuation.

(3)

That information need not be given in respect of an undertaking 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 company’s holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

(4)

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

(5)

For the purposes of this paragraph the “relevant financial year” of an 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.

F18 Membership of certain undertakings

9A

(1)

The information required by this paragraph shall be given where at the end of the financial year the company is a member of a qualifying undertaking.

(2)

There shall be stated—

(a)

the name and legal form of the undertaking, and

(b)

the address of the undertaking’s registered office (whether in or outside Great Britain) or, if it does not have such an office, its head office (whether in or outside Great Britain).

(3)

Where the undertaking is a qualifying partnership there shall also be stated either—

(a)

that a copy of the latest accounts of the undertaking has been or is to be appended to the copy of the company’s accounts sent to the registrar under section 242 of this Act, or

(b)

the name of at least one body corporate (which may be the company) in whose group accounts the undertaking has been or is to be dealt with on a consolidated basis.

(4)

Information otherwise required by sub-paragraph (2) above need not be given if it is not material.

(5)

Information otherwise required by sub-paragraph (3)(b) above need not be given if the notes to the company’s accounts disclose that advantage has been taken of the exemption conferred by regulation 7 of the Partnerships and Unlimited Companies (Accounts) Regulations 1993.

(6)

In this paragraph—

“dealt with on a consolidated basis”, “member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations 1993;

“qualifying undertaking” means a qualifying partnership or a qualifying company.

F19 Arrangements attracting merger relief

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2010

F21 Parent undertaking drawing up accounts for larger group

11

(1)

Where the company is a subsidiary undertaking, the following information shall be given with respect to the parent undertaking of—

(a)

the largest group of undertakings for which group accounts are drawn up and of which the company is a member, and

(b)

the smallest such group of undertakings.

(2)

The name of the parent undertaking shall be stated.

(3)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F22(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(4)

If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

F23 Identification of ultimate parent company

12

(1)

Where the company is a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being the company’s ultimate parent company.

(2)

The name of that company shall be stated.

(3)

If known to the directors, there shall be stated—

(a)

if that company is incorporated outside Great Britain, the country in which it is incorporated;

F24(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)

In this paragraph “company” includes any body corporate.

F25 Constructions of references to shares held by company

13

(1)

References in this Part of this Schedule to shares held by a company shall be construed as follows.

(2)

For the purposes of F26paragraphs 2 to 4 (information about subsidiary undertakings)—

(a)

there shall be attributed to the company any shares held by a subsidiary undertaking, or by a person acting on behalf of the company or a subsidiary undertaking; but

(b)

there shall be treated as not held by the company any shares held on behalf of a person other than the company or a subsidiary undertaking.

(3)

For the purposes of paragraphs 7 to 9 (information about undertakings other than subsidiary undertakings)—

(a)

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

(b)

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

(4)

For the purposes of any of those provisions, 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.

F27Part II Companies Required to Prepare Group Accounts

Introductory

14

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

F28 Subsidiary undertakings

15

(1)

The following information shall be given with respect to the undertakings which are subsidiary undertakings of the parent company at the end of the financial year.

(2)

The name of each undertaking shall be stated.

(3)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F29(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(4)

It shall also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation shall be given.

(5)

It shall be stated with respect to each subsidiary undertaking by virtue of which of the conditions specified in section 258(2) or (4) it is a subsidiary undertaking of its immediate parent undertaking.

That information need not be given if the relevant condition is that specified in subsection (2)(a) of that section (holding of a majority of the voting rights) and the immediate parent undertaking holds the same proportion of the shares in the undertaking as it holds voting rights.

F30 Holdings in subsidiary undertakings

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

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3318

F34 Financial years of subsidiary undertakings

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3519

F36 Shares and debentures of company held by subsidiary undertakings

20

(1)

The number, description and amount of the shares in F37. . .the company held by or on behalf of its subsidiary undertakings shall be disclosed.

(2)

Sub-paragraph (1) does not apply in relation to shares F38. . . in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

(3)

The exception for shares. . .in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company or any of its subsidiary undertakings 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)

Schedule 2 to this Act has effect for the interpretation of the reference in sub-paragraph (3) to a beneficial interest under a trust.

F39 Joint ventures

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

22

(1)

The following information shall be given where an undertaking included in the consolidation has an interest in an associated undertaking.

(2)

The name of the associated undertaking shall be stated.

(3)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F41(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(4)

The following information shall be given with respect to the shares of the undertaking held—

(a)

by the parent company, and

(b)

by the group;

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

(5)

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.

(6)

In this paragraph “associated undertaking” has the meaning given by paragraph 20 of Schedule 4A; and the information required by this paragraph shall be given notwithstanding that paragraph 22(3) of that Schedule (materiality) applies in relation to the accounts themselves.

F42 Other significant holdings of parent company or group

23

(1)

The information required by paragraphs 24 and 25 shall be given where at the end of the financial year the parent company has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).

(2)

A holding is significant for this purpose if—

(a)

it amounts to F4320 per cent.or more of the nominal value of any class of shares in the undertaking, or

(b)

the amount of the holding (as stated or included in the company’s individual accounts) exceeds F43one-fifth of the amount of its assets (as so stated).

24

(1)

The name of the undertaking shall be stated.

(2)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F44(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is incorporated, the address of its principal place of business.

(3)

The following information shall be given with respect to the shares of the undertaking held by the parent company.

(4)

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.

25

(1)

F45. . . there shall also be stated—

(a)

the aggregate amount of the capital and reserves of the undertaking 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 in respect of an undertaking 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 company’s holding 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 an 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.

26

(1)

The information required by paragraphs 27 and 28 shall be given where at the end of the financial year the group has a significant holding in an undertaking which is not a subsidiary undertaking of the parent company and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).

(2)

A holding is significant for this purpose if—

(a)

it amounts to F4620 per cent. or more of the nominal value of any class of shares in the undertaking, or

(b)

the amount of the holding (as stated or included in the group accounts) exceeds F46one-fifthof the amount of the group’s assets (as so stated).

27

(1)

The name of the undertaking shall be stated.

(2)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F47(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(3)

The following information shall be given with respect to the shares of the undertaking held by the group.

(4)

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.

28

(1)

F48. . .there shall also be stated—

(a)

the aggregate amount of the capital and reserves of the undertaking 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—

(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 an outside undertaking is—

(a)

if its financial year ends with that of the parent company, that year, and

(b)

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

F49 Parent company’s or group’s membership of certain undertakings

28A

(1)

The information required by this paragraph shall be given where at the end of the financial year the parent company or group is a member of a qualifying undertaking.

(2)

There shall be stated—

(a)

the name and legal form of the undertaking, and

(b)

the address of the undertaking’s registered office (whether in or outside Great Britain) or, if it does not have such an office, its head office (whether in or outside Great Britain).

(3)

Where the undertaking is a qualifying partnership there shall also be stated either—

(a)

that a copy of the latest accounts of the undertaking has been or is to be appended to the copy of the company’s accounts sent to the registrar under section 242 of this Act, or

(b)

the name of at least one body corporate (which may be the company) in whose group accounts the undertaking has been or is to be dealt with on a consolidated basis.

(4)

Information otherwise required by sub-paragraph (2) above need not be given if it is not material.

(5)

Information otherwise required by sub-paragraph (3)(b) above need not be given if the notes to the company’s accounts disclose that advantage has been taken of the exemption conferred by regulation 7 of the Partnerships and Unlimited Companies (Accounts) Regulations 1993.

(6)

In this paragraph—

“dealt with on a consolidated basis”, “member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations 1993;

“qualifying undertaking” means a qualifying partnership or a qualifying company.

F50 Arrangements attracting merger relief

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F5129

F52 Parent undertaking drawing up accounts for larger group

30

(1)

Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to that parent undertaking of the company which heads—

(a)

the largest group of undertakings for which group accounts are drawn up and of which that company is a member, and

(b)

the smallest such group of undertakings.

(2)

The name of the parent undertaking shall be stated.

(3)

There shall be stated—

(a)

if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;

F53(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

if it is unincorporated, the address of its principal place of business.

(4)

If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

F54 Identification of ultimate parent company

31

(1)

Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being that company’s ultimate parent company.

(2)

The name of that company shall be stated.

(3)

If known to the directors, there shall be stated—

(a)

if that company is incorporated outside Great Britain, the country in which it is incorporated;

F55(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)

In this paragraph “company” includes any body corporate.

F56 Construction of references to shares held by parent company or group

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.