The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005

Application to court in respect of defective reports and reviews

16.—(1) Section 245B of the 1985 Act (application to court in respect of defective accounts)(1) is amended as follows.

(2) In subsection (1)—

(a) after “comply” insert “, or a directors' report or operating and financial review does not comply,”; and

(b) at the end insert “or a revised report or review”.

(3) After subsection (3) insert—

“(3A) If the court orders the preparation of a revised directors' report or a revised operating and financial review it may give directions with respect to—

(a) the review of the directors' report or operating and financial review by the auditors,

(b) the revision of any directors' report, directors' remuneration report, operating and financial review or summary financial statement,

(c) the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous report or review, and

(d) such other matters as the court thinks fit.”

(4) In subsection (4)—

(a) after “that the accounts” insert “, report or review”;

(b) in paragraph (b), after “revised accounts” insert “or a revised report or review”;

(c) after “defective accounts” insert “, report or review”;

(d) for “the accounts were approved” substitute “of the approval of the accounts, report or review”;

(e) for “their approval” substitute “ the approval”;

(f) for “their being approved” substitute “that approval”.

(5) In subsection (5), after “accounts” (in both places) insert “, report or review”.

(6) For subsection (7) substitute—

“(7) The provisions of this section apply equally to revised annual accounts, revised directors' reports and revised operating and financial reviews, in which case they have effect as if the references to revised accounts, reports or reviews were references to further revised accounts, reports or reviews.”

(1)

Section 245B was inserted by section 12 of the Companies Act 1989, and amended by regulation 10 of S.I. 2002/1986 and by regulation 3 of, and paragraph 11 of Schedule 1 to, S.I. 2004/2947.