SCHEDULES
F1C1SCHEDULE 5 Disclosure of Information: Related Undertakings
Sch. 5 applied with modifications by S.I. 1985/680, regs. 4–6, Sch.
Sch. 5 extended (with modifications) (E.W.S.) (19.12.1993) by S.I. 1993/3245, reg. 3(3)(e) (as amended (1.10.2005) by The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) (Amendment) Regulations 2005 (S.I. 2005/1985), reg. 2(2)(b))
F2Part II Companies Required to Prepare Group Accounts
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
Introductory
14
In this Part of this Schedule “the group” means the group consisting of the parent company and its subsidiary undertakings.
F3 Subsidiary undertakings
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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;
F4b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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.
F5 Holdings in subsidiary undertakings
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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.
F6 Financial information about subsidiary undertakings not included in the consolidation
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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.
F7 Further information about subsidiary undertakings excluded from consolidation
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
F818. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F9 Financial years of subsidiary undertakings
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
F1019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F14 Joint ventures
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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.
F15 Associated undertakings
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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;
F16b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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.
F17 Other significant holdings of parent company or group
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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 F1820 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 F18one-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;
F19b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
F20. . . 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 F2120 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 F21one-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;
F22b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
F23. . .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.
28AF24 Parent company’s or group’s membership of certain undertakings
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.
F25 Arrangements attracting merger relief
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
F2629. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F27 Parent undertaking drawing up accounts for larger group
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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;
F28b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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.
F29 Identification of ultimate parent company
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3
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;
F30b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
In this paragraph “company” includes any body corporate.
Sch. 5 substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 6(2), 213(2), Sch. 3