Companies Act 1985

The amount of any item shall be determined on a prudent basis, and in particular—

• (a) only profits realised at the balance sheet date shall be included in the profit and loss account; and

• (b) all liabilities . . . which have arisen. . . in respect of the financial year to which the accounts relate or a previous financial year shall be taken into account, including those which only become apparent between the balance sheet date and the date on which it is signed on behalf of the board of directors in pursuance of section 233 of this Act.

13

All income and charges relating to the financial year to which the accounts relate shall be taken into account, without regard to the date of receipt or payment.

14

In determining the aggregate amount of any item the amount of each individual asset or liability that falls to be taken into account shall be determined separately.

15

If it appears to the directors of a company that there are special reasons for departing from any of the principles stated above in preparing the company’s accounts in respect of any financial year they may do so, but particulars of the departure, the reasons for it and its effect shall be given in a note to the accounts.

Section B — Historical Cost Accounting Rules

16

Subject to sections C and D of this Part of this Schedule, the amounts to be included in respect of all items shown in a company’s accounts shall be determined in accordance with the rules set out in paragraphs 17 to 28.

General rules

17

Subject to any provision for depreciation or diminution in value made in accordance with paragraph 18 or 19 the amount to be included in respect of any fixed asset shall be its purchase price or production cost.

18

In the case of any fixed asset which has a limited useful economic life, the amount of—

• (a) its purchase price or production cost; or

• (b) where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value;

shall be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset’s useful economic life.

19

• (1) Where a fixed asset investment of a description falling to be included under item B.III of either of the balance sheet formats set out in Part I of this Schedule has diminished in value provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly; and any such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

• (2) Provisions for diminution in value shall be made in respect of any fixed asset which has diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it shall be reduced accordingly; and any such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

• (3) Where the reasons for which any provision was made in accordance with sub-paragraph (1) or (2) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary; and any amounts written back in accordance with this sub-paragraph which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

Rules for determining particular fixed asset items

20

• (1) Notwithstanding that an item in respect of “development costs” is included under “fixed assets” in the balance sheet formats set out in Part I of this Schedule, an amount may only be included in a company’s balance sheet in respect of development costs in special circumstances.

• (2) If any amount is included in a company’s balance sheet in respect of development costs the following information shall be given in a note to the accounts—

• (a) the period over which the amount of those costs originally capitalised is being or is to be written off; and

• (b) the reasons for capitalising the development costs in question.

21

• (1) The application of paragraphs 17 to 19 in relation to goodwill (in any case where goodwill is treated as an asset) is subject to the following provisions of this paragraph.

• (2) Subject to sub-paragraph (3) below, the amount of the consideration for any goodwill acquired by a company shall be reduced by provisions for depreciation calculated to write off that amount systematically over a period chosen by the directors of the company.

• (3) The period chosen shall not exceed the useful economic life of the goodwill in question.

• (4) In any case where any goodwill acquired by a company is shown or included as an asset in the company’s balance sheet the period chosen for writing off the consideration for that goodwill and the reasons for choosing that period shall be disclosed in a note to the accounts.

22

Subject to paragraph 23, the amount to be included in respect of any current asset shall be its purchase price or production cost.

23

• (1) If the net realisable value of any current asset is lower than its purchase price or production cost the amount to be included in respect of that asset shall be the net realisable value.

• (2) Where the reasons for which any provision for diminution in value was made in accordance with sub-paragraph (1) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary.

Excess of money owed over value received as an asset item

24

• (1) Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.

• (2) Where any such amount is so treated—

• (a) it shall be written off by reasonable amounts each year and must be completely written off before repayment of the debt; and

• (b) if the current amount is not shown as a separate item in the company’s balance sheet it must be disclosed in a note to the accounts.

Assets included at a fixed amount

25

• (1) Subject to the following sub-paragraph, assets which fall to be included—

• (a) amongst the fixed assets of a company under the item “tangible assets”; or

• (b) amongst the current assets of a company under the item “raw materials and consumables”;may be included at a fixed quantity and value.

• (2) Sub-paragraph (1) applies to assets of a kind which are constantly being replaced, where—

• (a) their overall value is not material to assessing the company’s state of affairs; and

• (b) their quantity, value and composition are not subject to material variation.

Determination of purchase price or production cost

26

• (1) The purchase price of an asset shall be determined by adding to the actual price paid any expenses incidental to its acquisition.

• (2) The production cost of an asset shall be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the company which are directly attributable to the production of that asset.

• (3) In addition, there may be included in the production cost of an asset—

• (a) a reasonable proportion of the costs incurred by the company which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production; and

• (b) interest on capital borrowed to finance the production of that asset, to the extent that it accrues in respect of the period of production;

provided, however, in a case within paragraph (b) above, that the inclusion of the interest in determining the cost of that asset and the amount of the interest so included is disclosed in a note to the accounts.

• (4) In the case of current assets distribution costs may not be included in production costs.

27

• (1) Subject to the qualification mentioned below, the purchase price or production cost of—

• (a) any assets which fall to be included under any item shown in a company’s balance sheet under the general item “stocks”; and

• (b) any assets which are fungible assets (including investments);

may be determined by the application of any of the methods mentioned in sub-paragraph (2) below in relation to any such assets of the same class.

• (2) Those methods are—

• (a) the method known as “first in, first out” (FIFO);

• (b) the method known as “last in, first out” (LIFO);

• (c) a weighted average price; and

• (d) any other method similar to any of the methods mentioned above.

• (3) Where in the case of any company—

• (a) the purchase price or production cost of assets falling to be included under any item shown in the company’s balance sheet has been determined by the application of any method permitted by this paragraph; and

• (b) the amount shown in respect of that item differs materially from the relevant alternative amount given below in this paragraph;

the amount of that difference shall be disclosed in a note to the accounts.

• (4) Subject to sub-paragraph (5) below, for the purposes of sub-paragraph (3)(b) above, the relevant alternative amount, in relation to any item shown in a company’s balance sheet, is the amount which would have been shown in respect of that item if assets of any class included under that item at an amount determined by any method permitted by this paragraph had instead been included at their replacement cost as at the balance sheet date.

• (5) The relevant alternative amount may be determined by reference to the most recent actual purchase price or production cost before the balance sheet date of assets of any class included under the item in question instead of by reference to their replacement cost as at that date, but only if the former appears to the directors of the company to constitute the more appropriate standard of comparison in the case of assets of that class.

• (6) For the purposes of this paragraph, assets of any description shall be regarded as fungible if assets of that description are substantially indistinguishable one from another.

Substitution of original stated amount where price or cost unknown

28

Where there is no record of the purchase price or production cost of any asset of a company or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 26, or any such record cannot be obtained without unreasonable expense or delay, its purchase price or production cost shall be taken for the purposes of paragraphs 17 to 23 to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the company.

Section C — Alternative Accounting Rules

29

• (1) The rules set out in section B are referred to below in this Schedule as the historical cost accounting rules.

• (2) Those rules, with the omission of paragraphs 16, 21 and 25 to 28, are referred to below in this Part of this Schedule as the depreciation rules; and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 32.

30

Subject to paragraphs 32 to 34, the amounts to be included in respect of assets of any description mentioned in paragraph 31 may be determined on any basis so mentioned.

31

• (1) Intangible fixed assets, other than goodwill, may be included at their current cost.

• (2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.

• (3) Investments of any description falling to be included under item B.III of either of the balance sheet formats set out in Part I of this Schedule may be included either—

• (a) at market value determined as at the date of their last valuation; or

• (b) at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company;

but in the latter case particulars of the method of valuation adopted and of the reasons for adopting it shall be disclosed in a note to the accounts.

• (4) Investments of any description falling to be included under item C.III of either of the balance sheet formats set out in Part I of this Schedule may be included at their current cost.

• (5) Stocks may be included at their current cost.

32

• (1) Where the value of any asset of a company is determined on any basis mentioned in paragraph 31, that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company’s accounts, instead of its purchase price or production cost or any value previously so determined for that asset; and the depreciation rules shall apply accordingly in relation to any such asset with the substitution for any reference to its purchase price or production cost of a reference to the value most recently determined for that asset on any basis mentioned in paragraph 31.

• (2) The amount of any provision for depreciation required in the case of any fixed asset by paragraph 18 or 19 as it applies by virtue of sub-paragraph (1) is referred to below in this paragraph as the adjusted amount, and the amount of any provision which would be required by that paragraph in the case of that asset according to the historical cost accounting rules is referred to as the historical cost amount.

• (3) Where sub-paragraph (1) applies in the case of any fixed asset the amount of any provision for depreciation in respect of that asset—

• (a) included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question; or

• (b) taken into account in stating any item so shown which is required by note (14) of the notes on the profit and loss account formats set out in Part I of this Schedule to be stated after taking into account any necessary provisions for depreciation or diminution in value of assets included under it;

may be the historical cost amount instead of the adjusted amount, provided that the amount of any difference between the two is shown separately in the profit and loss account or in a note to the accounts.

33

• (1) This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company’s accounts have been determined on any basis mentioned in paragraph 31.

• (2) The items affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of each such item shall be disclosed in a note to the accounts.

• (3) In the case of each balance sheet item affected (except stocks) either—

• (a) the comparable amounts determined according to the historical cost accounting rules; or

• (b) the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item;

shall be shown separately in the balance sheet or in a note to the accounts.

• (4) In sub-paragraph (3) above, references in relation to any item to the comparable amounts determined as there mentioned are references to—

• (a) the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and

• (b) the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

34

• (1) With respect to any determination of the value of an asset of a company on any basis mentioned in paragraph 31, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in the light of that determination) shall be credited or (as the case may be) debited to a separate reserve (“the revaluation reserve”).

• (2) The amount of the revaluation reserve shall be shown in the company’s balance sheet under a separate sub-heading in the position given for the item “revaluation reserve” in Format 1 or 2 of the balance sheet formats set out in Part I of this Schedule, but need not be shown under that name.

• (3) An amount may be transferred -

• (a) from the revaluation reserve—

• (i) to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or

• (ii) on capitalisation,

• (b) to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve;

• (b) on capitalisation;

and the revaluation reserve shall be reduced to the extent that the amounts transferred to it are no longer necessary for the purposes of the valuation method used.

• (3A) In sub-paragraph (3)(a)(ii)“capitalisation”, in relation to an amount standing to the credit of the revaluation reserve, means applying it in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid shares.

• (3B) The revaluation reserve shall not be reduced except as mentioned in this paragraph.

• (4) The treatment for taxation purposes of amounts credited or debited to the revaluation reserve shall be disclosed in a note to the accounts.

Part III — Notes to the Accounts

35

Any information required in the case of any company by the following provisions of this Part of this Schedule shall (if not given in the company’s accounts) be given by way of a note to those accounts.

36

The accounting policies adopted by the company in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company shall be stated (including such policies with respect to the depreciation and diminution in value of assets).

37

Paragraphs 38 to 51 require information which either supplements the information given with respect to any particular items shown in the balance sheet or is otherwise relevant to assessing the company’s state of affairs in the light of the information so given.

Share capital and debentures

38

• (1) The following information shall be given with respect to the company’s share capital—

• (a) the authorised share capital; . . .

• (b) where shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted and

• (c) where shares are held as treasury shares, the number and aggregate nominal value of the treasury shares and, where shares of more than one class have been allotted, the number and aggregate nominal value of the shares of each class held as treasury shares.

• (2) In the case of any part of the allotted share capital that consists of redeemable shares, the following information shall be given—

• (a) the earliest and latest dates on which the company has power to redeem those shares;

• (b) whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder; and

• (c) whether any (and, if so, what) premium is payable on redemption.

39

If the company has allotted any shares during the financial year, the following information shall be given—

• (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (b) the classes of shares allotted; and

• (c) as respects each class of shares, the number allotted, their aggregate nominal value, and the consideration received by the company for the allotment.

40

• (1) With respect to any contingent right to the allotment of shares in the company the following particulars shall be given—

• (a) the number, description and amount of the shares in relation to which the right is exercisable;

• (b) the period during which it is exercisable; and

• (c) the price to be paid for the shares allotted.

• (2) In sub-paragraph (1) above “contingent right to the allotment of shares” means any option to subscribe for shares and any other right to require the allotment of shares to any person whether arising on the conversion into shares of securities of any other description or otherwise.

41

• (1) If the company has issued any debentures during the financial year to which the accounts relate, the following information shall be given—

• (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (b) the classes of debentures issued; and

• (c) as respects each class of debentures, the amount issued and the consideration received by the company for the issue.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) 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 accounting records kept by the company in accordance with section 221 of this Act shall be stated.

Fixed assets

Fixed assets

42

• (1) In respect of each item which is or would but for paragraph 3(4)(b) be shown under the general item “fixed assets” in the company’s balance sheet the following information shall be given—

• (a) the appropriate amounts in respect of that item as at the date of the beginning of the financial year and as at the balance sheet date respectively;

• (b) the effect on any amount shown in the balance sheet in respect of that item of—

• (i) any revision of the amount in respect of any assets included under that item made during that year on any basis mentioned in paragraph 31;

• (ii) acquisitions during that year of any assets;

• (iii) disposals during that year of any assets; and

• (iv) any transfers of assets of the company to and from that item during that year.

• (2) The reference in sub-paragraph (1)(a) to the appropriate amounts in respect of any item as at any date there mentioned is a reference to amounts representing the aggregate amounts determined, as at that date, in respect of assets falling to be included under that item on either of the following bases, that is to say—

• (a) on the basis of purchase price or production cost (determined in accordance with paragraphs 26 and 27); or

• (b) on any basis mentioned in paragraph 31,

(leaving out of account in either case any provisions for depreciation or diminution in value).

• (3) In respect of each item within sub-paragraph (1)—

• (a) the cumulative amount of provisions for depreciation or diminution in value of assets included under that item as at each date mentioned in sub-paragraph (1)(a);

• (b) the amount of any such provisions made in respect of the financial year;

• (c) the amount of any adjustments made in respect of any such provisions during that year in consequence of the disposal of any assets; and

• (d) the amount of any other adjustments made in respect of any such provisions during that year;

shall also be stated.

43

Where any fixed assets of the company (other than listed investments) are included under any item shown in the company’s balance sheet at an amount determined on any basis mentioned in paragraph 31, the following information shall be given—

• (a) the years (so far as they are known to the directors) in which the assets were severally valued and the several values; and

• (b) 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.

44

In relation to any amount which is or would but for paragraph 3(4)(b) be shown in respect of the item “land and buildings” in the company’s balance sheet there shall be stated—

• (a) how much of that amount is ascribable to land of freehold tenure and how much to land of leasehold tenure; and

• (b) how much of the amout ascribable to land of leasehold tenure is ascribable to land held on long lease and how much to land held on short lease.

Investments

Investments

45

• (1) In respect of the amount of each item which is or would but for paragraph 3(4)(b) be shown in the company’s balance sheet under the general item “investments” (whether as fixed assets or as current assets) there shall be stated—

• (a) how much of that amount is ascribable to listed investments; . . .

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Where the amount of any listed investments is stated for any item in accordance with sub-paragraph (1)(a), the following amounts shall also be stated—

• (a) the aggregate market value of those investments where it differs from the amount so stated; and

• (b) both the market value and the stock exchange value of any investments of which the former value is, for the purposes of the accounts, taken as being higher than the latter.

Reserves and provisions

Reserves and provisions

46

• (1) Where any amount is transferred—

• (a) to or from any reserves; or

• (b) to any provisions for liabilities ; or

• (c) from any provision for liabilities otherwise than for the purpose for which the provision was established;

and the reserves or provisions are or would but for paragraph 3(4)(b) be shown as separate items in the company’s balance sheet, the information mentioned in the following sub-paragraph shall be given in respect of the aggregate of reserves or provisions included in the same item.

• (2) That information is—

• (a) the amount of the reserves or provisions as at the date of the beginning of the financial year and as at the balance sheet date respectively;

• (b) any amounts transferred to or from the reserves or provisions during that year; and

• (c) the source and application respectively of any amounts so transferred.

• (3) Particulars shall be given of each provision included in the item “other provisions” in the company’s balance sheet in any case where the amount of that provision is material.

Provision for taxation

Provision for taxation

47

The amount of any provision for deferred taxation shall be stated separately from the amount of any provision for other taxation.

Details of indebtedness

48

• (1) In respect of each item shown under “creditors” in the company’s balance sheet there shall be stated the aggregate of the following amounts, that is to say—

• (a) the amount of any debts included under that item which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year; and

• (b) in the case of any debts so included which are payable or repayable by instalments, the amount of any instalments which fall due for payment after the end of that period.

• (2) Subject to sub-paragraph (3), in relation to each debt falling to be taken into account under sub-paragraph (1), the terms of payment or repayment and the rate of any interest payable on the debt shall be stated.

• (3) If the number of debts is such that, in the opinion of the directors, compliance with sub-paragraph (2) would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms of payment or repayment and the rates of any interest payable on the debts.

• (4) In respect of each item shown under “creditors” in the company’s balance sheet there shall be stated—

• (a) the aggregate amount of any debts included under that item in respect of which any security has been given by the company; and

• (b) an indication of the nature of the securities so given.

• (5) References above in this paragraph to an item shown under “creditors” in the company’s balance sheet include references, where amounts falling due to creditors within one year and after more than one year are distinguished in the balance sheet—

• (a) in a case within sub-paragraph (1), to an item shown under the latter of those categories; and

• (b) in a case within sub-paragraph (4), to an item shown under either of those categories;

and references to items shown under “creditors” include references to items which would but for paragraph 3(4)(b) be shown under that heading.

49

If any fixed cumulative dividends on the company’s shares are in arrear, there shall be stated—

• (a) the amount of the arrears; and

• (b) the period for which the dividends or, if there is more than one class, each class of them are in arrear.

Guarantees and other financial commitments

Guarantees and other financial commitments

50

• (1) Particulars shall be given of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

• (2) The following information shall be given with respect to any other contingent liability not provided for—

• (a) the amount or estimated amount of that liability;

• (b) its legal nature; and

• (c) whether any valuable security has been provided by the company in connection with that liability and if so, what.

• (3) There shall be stated, where practicable—

• (a) the aggregate amount or estimated amount of contracts for capital expenditure, so far as not provided for; . . .

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) Particulars shall be given of—

• (a) any pension commitments included under any provision shown in the company’s balance sheet; and

• (b) any such commitments for which no provision has been made;

and where any such commitment relates wholly or partly to pensions payable to past directors of the company separate particulars shall be given of that commitment so far as it relates to such pensions.

• (5) Particulars shall also be given of any other financial commitments which—

• (a) have not been provided for; and

• (b) are relevant to assessing the company’s state of affairs.

• (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Miscellaneous matters

51

• (1) Particulars shall be given of any case where the purchase price or production cost of any asset is for the first time determined under paragraph 28.

• (2) Where any outstanding loans made under the authority of section 153(4)(b) , (bb) or (c) or section 155 of this Act (various cases of financial assistance by a company for purchase of its own shares) are included under any item shown in the company’s balance sheet, the aggregate amount of those loans shall be disclosed for each item in question.

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52

Paragraphs 53 to 57 require information which either supplements the information given with respect to any particular items shown in the profit and loss account or otherwise provides particulars of income or expenditure of the company or of circumstances affecting the items shown in the profit and loss account.

Separate statement of certain items of income and expenditure

53

• (1) Subject to the following provisions of this paragraph, each of the amounts mentioned below shall be stated.

• (2) The amount of the interest on or any similar charges in respect of—

• (a) bank loans and overdrafts, . . .

• (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (ii) . . .; and

• (b) loans of any other kind made to the company.

This sub-paragraph does not apply to interest or charges on loans to the company from group undertakings, but, with that exception, it applies to interest or charges on all loans, whether made on the security of debentures or not.

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Particulars of tax

54

• (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Particulars shall be given of 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.

• (3) The following amounts shall be stated—

• (a) the amount of the charge for United Kingdom corporation tax;

• (b) if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief;

• (c) the amount of the charge for United Kingdom income tax; and

• (d) the amount of the charge for taxation imposed outside the United Kingdom of profits, income and (so far as charged to revenue) capital gains.

These amounts shall be stated separately in respect of each of the amounts which is or would but for paragraph 3(4)(b) be shown under the following items in the profit and loss account, that is to say “tax on profit or loss on ordinary activities” and “tax on extraordinary profit or loss”.

Particulars of turnover

Particulars of turnover

55

• (1) If in the course of the financial year the company has carried on business of two or more classes that, in the opinion of the directors, differ substantially from each other, there shall be stated in respect of each class (describing it)—

• (a) the amount of the turnover attributable to that class; . . .

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) If in the course of the financial year the company has supplied markets that, in the opinion of the directors, differ substantially from each other, the amount of the turnover attributable to each such market shall also be stated.

In this paragraph “market” means a market delimited by geographical bounds.

• (3) In analysing for the purposes of this paragraph the source (in terms of business or in terms of market) of turnover . . ., the directors of the company shall have regard to the manner in which the company’s activities are organised.

• (4) For the purposes of this paragraph—

• (a) classes of business which, in the opinion of the directors, do not differ substantially from each other shall be treated as one class; and

• (b) markets which, in the opinion of the directors, do not differ substantially from each other shall be treated as one market;

and any amounts properly attributable to one class of business or (as the case may be) to one market which are not material may be included in the amount stated in respect of another.

• (5) Where in the opinion of the directors the disclosure of any information required by this paragraph would be seriously prejudicial to the interests of the company, that information need not be disclosed, but the fact that any such information has not been disclosed must be stated.

Particulars of staff

Particulars of staff

56

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

Miscellaneous matters

57

• (1) Where any amount relating to any preceding financial year is included in any item in the profit and loss account, the effect shall be stated.

• (2) Particulars shall be given of any extraordinary income or charges arising in the financial year.

• (3) The effect shall be stated of any transactions that are exceptional by virtue of size or incidence though they fall within the ordinary activities of the company.

General

58

• (1) Where sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account, the basis on which those sums have been translated into sterling shall be stated.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part IV — Special Provisions Where Company is a Parent Company or Subsidiary Undertaking

59

60

61

Subject to paragraphs 63 and 66, 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.

62

Subject to paragraphs 63 to 66, and to Part V of this Schedule, the consolidated accounts shall, in giving the information required by paragraph 61, comply so far as practicable with the requirements of this Schedule and with the other requirements of this Act as if they were the accounts of an actual company.

63

The following provisions of this Act, namely—

• (a) section 231 as applying Schedule 5, but only Parts II, III, V and VI of that Schedule, and

• (b) sections 232 to 234 and Schedule 6, so far as relating to accounts other than group accounts,

do not, by virtue of paragraphs 61 and 62, apply for the purposes of the consolidated accounts.

64

Paragraph 62 is without prejudice to any requirement of this Act which applies (otherwise than by virtue of paragraph 61 or 62) to group accounts.

65

• (1) Notwithstanding paragraph 62, the consolidated accounts prepared by a holding company may deal with an investment of any member of the group in the shares of any other body corporate by way of the equity method of accounting in any case where it appears to the directors of the holding company that that body corporate is so closely associated with any member of the group as to justify the use of that method in dealing with investments by that or any other member of the group in the shares of that body corporate.

• (2) In this paragraph, references to the group, in relation to consolidated accounts prepared by a holding company, are references to the holding company and the subsidiaries dealt with by the accounts.

66

Notwithstanding paragraphs 61 and 62, paragraphs 17 to 19 and 21 do not apply to any amount shown in the consolidated balance sheet in respect of goodwill arising on consolidation.

67

In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts paragraphs 59 and 60 apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries.

68

Group accounts which are not prepared as consolidated accounts, together with any notes to those accounts, shall give the same or equivalent information as that required to be given by consolidated accounts by virtue of paragraphs 61 to 67.

69

• (1) This paragraph applies where the company is a holding company and either—

• (a) does not prepare group accounts ; or

• (b) prepares group accounts which do not deal with one or more of its subsidiaries;

and references below in this paragraph to the company's subsidiaries shall be read in a case within paragraph (b) as references to such of the company's subsidiaries as are excluded from the group accounts.

• (2) Subject to the following provisions of this paragraph—

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

• (b) a statement showing any qualifications contained in the reports of the auditors of the subsidiaries on their accounts for their respective financial years ending with or during the financial year of the company, 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,

shall be given in a note to the company's accounts.

• (3) Subject to the following provisions of this paragraph, the aggregate amount of the total investment of the holding company in the shares of the subsidiaries shall be stated in a note to the company's accounts by way of the equity method of valuation.

• (4) Sub-paragraph (3) does not apply where the company is a wholly-owned subsidiary of another body corporate incorporated in Great Britain if there is included in a note to the company's accounts a statement that in the opinion of the directors of the company the aggregate value of the assets of the company consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries is not less than the aggregate of the amounts at which those assets are stated or included in the company's balance sheet.

• (5) In so far as information required by any of the preceding provisions of this paragraph to be stated in a note to the company's accounts is not obtainable, a statement to that effect shall be given instead in a note to those accounts.

• (6) The Secretary of State may, on the application or with the consent of the company's directors, direct that in relation to any subsidiary sub-paragraphs (2) and (3) shall not apply, or shall apply only to such extent as may be provided by the direction.

• (7) Where in any case within sub-paragraph (1)(b) the group accounts are consolidated accounts, references above in this paragraph to the company's accounts and the company's balance sheet respectively shall be read as references to the consolidated accounts and the consolidated balance sheet.

70

Where a company has subsidiaries whose financial years did not end with that of the company, the following information shall be given in relation to each such subsidiary (whether or not dealt with in any group accounts prepared by the company) by way of a note to the company's accounts or (where group accounts are prepared) to the group accounts, that is to say—

• (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.

Part V — Special Provisions where the Company is an Investment Company

71

• (1) Paragraph 34 does not apply to the amount of any profit or loss arising from a determination of the value of any investments of an investment company on any basis mentioned in paragraph 31(3).

• (2) Any provisions made by virtue of paragraph 19(1) or (2) in the case of an investment company in respect of any fixed asset investments need not be charged to the company’s profit and loss account provided they are either—

• (a) charged against any reserve account to which any amount excluded by sub-paragraph (1) from the requirements of paragraph 34 has been credited; or

• (b) shown as a separate item in the company’s balance sheet under the sub-heading “other reserves”.

• (3) For the purposes of this paragraph, as it applies in relation to any company, “fixed asset investment” means any asset falling to be included under any item shown in the company’s balance sheet under the subdivision “investments” under the general item “fixed assets”.

72

• (1) Any distribution made by an investment company which reduces the amount of its net assets to less than the aggregate of its called-up share capital and undistributable reserves shall be disclosed in a note to the company’s accounts.

• (2) For purposes of this paragraph, a company’s net assets are the aggregate of its assets less the aggregate of its liabilities (including any provision for liabilities within paragraph 89 that is made in Companies Act accounts and any provision that is made in IAS accounts ); and “undistributable reserves” has the meaning given by section 264(3) of this Act.

73

A company shall be treated as an investment company for the purposes of this Part of this Schedule in relation to any financial year of the company if—

• (a) during the whole of that year it was an investment company as defined by section 266 of this Act, and

• (b) it was not at any time during that year prohibited under section 265(4) of this Act (no distribution where capital profits have been distributed, etc.) from making a distribution by virtue of that section.

74

Part VI

75

Part VII — Interpretation of Schedule

76

The following paragraphs apply for the purposes of this Schedule and its interpretation.

Assets: fixed or current

77

Balance sheet date

78

" Balance sheet date ", in relation to a balance sheet, means the date as at which the balance sheet was prepared.

Capitalisation

79

References to capitalising any work or costs are to treating that work or those costs as a fixed asset.

Fellow subsidiary

80

A body corporate is treated as a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is the other's.

Group companies

81

"Group company", in relation to any company, means any body corporate which is that company's subsidiary or holding company, or a subsidiary of that company's holding company.

Historical cost accounting rules

82

References to the historical cost accounting rules shall be read in accordance with paragraph 29.

Leases

83

• (1) “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 50 years.

• (2) “Short lease” means a lease which is not a long lease.

• (3) “Lease” includes an agreement for a lease.

Listed investments

84

• (1) “Listed investment” means an investment as respects which there has been granted a listing on—

• (a) a recognised investment exchange other than an overseas investment exchange; or

• (b) a stock exchange of repute outside Great Britain.

• (2) “Recognised investment exchange” and “overseas investment exchange” have the meaning given in Part 18 of the Financial Services and Markets Act 2000.

Loans

85

A loan is treated as falling due for repayment, and an instalment of a loan is treated as falling 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.

Materiality

86

Amounts which in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

Notes to the accounts

87

Provisions

88

• (1) References to provisions for depreciation or diminution in value of assets are to any amount written off by way of providing for depreciation or diminution in value of assets.

• (2) Any reference in the profit and loss account formats set out in Part I of this Schedule to the depreciation of, or amounts written off, assets of any description is to any provision for depreciation or diminution in value of assets of that description.

89

References to provisions for liabilities are to any amount retained as reasonably necessary for the purposes of providing for any liability the nature of which is clearly defined and which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise.

Purchase price

90

Realised profits

91

Without prejudice to—

• (a) the construction of any other expression (where appropriate) by reference to accepted accounting principles or practice, or

• (b) any specific provision for the treatment of profits of any description as realised,

it is hereby declared for the avoidance of doubt that references in this Schedule to realised profits, in relation to a company's accounts, are to such profits of the company as fall to be treated as realised profits for the purposes of those accounts in accordance with principles generally accepted with respect to the determination for accounting purposes of realised profits at the time when those accounts are prepared.

Related companies

92

• (1) " Related company ", in relation to any company, means any body corporate (other than one which is a group company in relation to that company) in which that company holds on a long-term basis a qualifying capital interest for the purpose of securing a contribution to that company's own activities by the exercise of any control or influence arising from that interest.

• (2) In this paragraph " qualifying capital interest" means, in relation to any body corporate, an interest in shares comprised in the equity share capital of that body corporate of a class carrying rights to vote in all circumstances at general meetings of that body corporate.

• (3) Where—

• (a) a company holds a qualifying capital interest in a body corporate; and

• (b) the nominal value of any relevant shares in that body corporate held by that company is equal to twenty per cent, or more of the nominal value of all relevant shares in that body corporate ;

it shall be presumed to hold that interest on the basis and for the purpose mentioned in sub-paragraph (1), unless the contrary is shown.

In this sub-paragraph " relevant shares" means, in relation to any body corporate, any such shares in that body corporate as are mentioned in sub-paragraph (2).

Scots land tenure

93

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 feu-duty and ground annual.

Staff costs

94

• (1) “Social security costs” means any contributions by the company to any state social security or pension scheme, fund or arrangement.

• (2) “Pension costs” includes any costs incurred by the company in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company, any sums set aside for the future payment of pensions directly by the company to current or former employees and any pensions paid directly to such persons without having first been set aside.

• (3) Any amount stated in respect of the item “social security costs”or in respect of the item “wages and salaries” in the company’s profit and loss account shall be determined by reference to payments made or costs incurred in respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of section 231A(1)(a) .

Turnover

95

SCHEDULE 5

Part I — Companies not Required to Prepare Group Accounts

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;

• (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.

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.

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).

• (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.

4

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).

5

6

• (1) The number, description and amount of the shares in . . . 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 . . . 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 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.

Part II — Companies Required to Prepare Group Accounts

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 20 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 one-fifth of the amount (as so stated) of the company’s assets.

8

• (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;

• (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) . . . 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.

10

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;

• (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.

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;

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) In this paragraph “company” includes any body corporate.

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 paragraphs 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.

PART III — Financial Information About Subsidiaries

14

In this Part of this Schedule “the group” means the group consisting of the parent company and its 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;

• (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.

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.

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.

18

19

PART IV — Identification of Ultimate Holding Company

20

• (1) The number, description and amount of the shares in . . .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 . . . 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.

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.

PART V — Chairman's and Directors' Emoluments, Pensions and Compensation for Loss of Office

Emoluments

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;

• (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.

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 20 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 one-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;

• (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) . . . 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 20 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 one-fifthof the amount of the group’s assets (as so stated).

Emoluments waived

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;

• (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.

Pensions of directors and past directors

28

• (1) . . .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.