Companies Act 1985

sub-paragraph (1) does not apply to the company; but, if the amount given in that year for charitable purposes by the company and the subsidiaries between them exceeds £200, the directors’ report for the year shall contain, in the case of each of the purposes for which money has been given by the company and the subsidiaries between them, a statement of the amount of money given for that purpose.

• (3) Money given for charitable purposes to a person who, when it was given, was ordinarily resident outside the United Kingdom is to be left out of account for the purposes of this paragraph.

• (4) For the purposes of this paragraph “charitable purposes” means purposes which are exclusively charitable, and as respects Scotland a purpose is charitable if it is listed in section 7(2) of the Charities and Trustee Investment (Scotland) Act 2005 .

Miscellaneous

6

• (1) The directors’ report shall contain—

• (a) particulars of any important events affecting the company . . . which have occurred since the end of the financial year,

• (b) an indication of likely future developments in the business of the company . . . , . . .

• (c) an indication of the activities (if any) of the company . . . in the field of research and development and

• (d) (unless the company is an unlimited company) and indication of the existence of branches (as defined in section 698(2)) of the company outside the United Kingdom

• (2) In relation to a group directors' report paragraphs (a), (b) and (c) of sub-paragraph (1) have effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.

Part II — Disclosure Required by Company Acquiring its Own Shares, etc.

7

This Part of this Schedule applies where shares in a company—

• (a) are purchased by the company or are acquired by it by forfeiture or surrender in lieu of forfeiture, or in pursuance of section 143(3) of this Act (acquisition of own shares by company limited by shares), or

• (b) are acquired by another person in circumstances where paragraph (c) or (d) of section 146(1) applies (acquisition by company’s nominee, or by another with company financial assistance, the company having a beneficial interest), or

• (c) are made subject to a lien or other charge taken (whether expressly or otherwise) by the company and permitted by section 150(2) or (4), or section 6(3) of the Consequential Provisions Act (exceptions from general rule against a company having a lien or charge on its own shares).

8

The directors’ report with respect to a financial year shall state—

• (a) the number and nominal value of the shares so purchased, the aggregate amount of the consideration paid by the company for such shares and the reasons for their purchase;

• (b) the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances and so charged respectively during the financial year;

• (c) the maximum number and nominal value of shares which, having been so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) are held at any time by the company or that other person during that year;

• (d) the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) which are disposed of by the company or that other person or cancelled by the company during that year;

• (e) where the number and nominal value of the shares of any particular description are stated in pursuance of any of the preceding sub-paragraphs, the percentage of the called-up share capital which shares of that description represent;

• (f) where any of the shares have been so charged the amount of the charge in each case; and

• (g) where any of the shares have been disposed of by the company or the person who acquired them in such circumstances for money or money’s worth the amount or value of the consideration in each case.

Part III — Disclosure Concerning Employment, etc, of Disabled Persons

9

• (1) This Part of this Schedule applies to the directors’ report where the average number of persons employed by the company in each week during the financial year exceeded 250.

• (2) That average number is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company, and adding up the numbers ascertained.

• (3) The directors’ report shall in that case contain a statement describing such policy as the company has applied during the financial year—

• (a) for giving full and fair consideration to applications for employment by the company made by disabled persons, having regard to their particular aptitudes and abilities,

• (b) for continuing the employment of, and for arranging appropriate training for, employees of the company who have become disabled persons during the period when they were employed by the company, and

• (c) otherwise for the training, career development and promotion of disabled persons employed by the company.

• (4) In this Part—

• (a) “employment” means employment other than employment to work wholly or mainly outside the United Kingdom, and “employed” and “employee” shall be construed accordingly; and

• (b) “disabled person” means the same as in the Disability Discrimination Act 1995.

Part IV

10

• (1) In the case of companies of such classes as may be prescribed by regulations made by the Secretary of State, the directors’ report shall contain such information as may be so prescribed about the arrangements in force in the financial year for securing the health, safety and welfare at work of employees of the company and its subsidiaries, and for protecting other persons against risks to health or safety arising out of or in connection with the activities at work of those employees.

• (2) Regulations under this Part may—

• (a) make different provision in relation to companies of different classes,

• (b) enable any requirements of the regulations to be dispensed with or modified in particular cases by any specified person or by any person authorised in that behalf by a specified authority,

• (c) contain such transitional provisions as the Secretary of State thinks necessary or expedient in connection with any provision made by the regulations.

• (3) The power to make regulations under this paragraph is exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

• (4) Any expression used in sub-paragraph (1) above and in Part I of the Health and Safety at Work etc. Act 1974 has the same meaning here as it has in that Part of that Act; section 1(3) of that Act applies for interpreting that sub-paragraph; and in sub-paragraph (2) “specified” means specified in regulations made under that sub-paragraph.

Part V — Employee Involvement

11

• (1) This Part of this Schedule applies to the directors’ report where the average number of persons employed by the company in each week during the financial year exceeded 250.

• (2) That average number is the quotient derived by dividing by the number of weeks in the financial year the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company, and adding up the numbers ascertained.

• (3) The directors’ report shall in that case contain a statement describing the action that has been taken during the financial year to introduce, maintain or develop arrangements aimed at—

• (a) providing employees systematically with information on matters of concern to them as employees,

• (b) consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests,

• (c) encouraging the involvement of employees in the company’s performance through an employees’ share scheme or by some other means,

• (d) achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company.

• (4) In sub-paragraph (3) “employee” does not include a person employed to work wholly or mainly outside the United Kingdom; and for the purposes of sub-paragraph (2) no regard is to be had to such a person.

SCHEDULE 8

PART I — GENERAL RULES AND FORMATS

Introductory

1

• (1) Subject to the following provisions of this Schedule—

• (a) every balance sheet of a small company shall show the items listed in either of the balance sheet formats set out below in section B of this Part; and

• (b) every profit and loss account of a small company shall show the items listed in any one of the profit and loss account formats so set out;

in either case in the order and under the headings and sub-headings given in the format adopted.

• (2) Sub-paragraph (1) above is not to be read as requiring the heading or sub-heading for any item to be distinguished by any letter or number assigned to that item in the format adopted.

Accounts modified as for a small company

2

• (1) Where in accordance with paragraph 1 a small company’s balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats set out in section B below, the directors of the company shall adopt the same format in preparing the accounts for subsequent financial years of the company unless in their opinion there are special reasons for a change.

• (2) Particulars of any change in the format adopted in preparing a small company’s balance sheet or profit and loss account in accordance with paragraph 1 shall be disclosed, and the reasons for the change shall be explained, in a note to the accounts in which the new format is first adopted.

3

• (1) Any item required in accordance with paragraph 1 to be shown in a small company’s balance sheet or profit and loss account may be shown in greater detail than required by the format adopted.

• (2) A small company’s balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format adopted, but the following shall not be treated as assets in any small company’s balance sheet—

• (a) preliminary expenses;

• (b) expenses of and commission on any issue of shares or debentures; and

• (c) costs of research.

• (3) In preparing a small company’s balance sheet or profit and loss account the directors of the company shall adapt the arrangement and headings and sub-headings otherwise required by paragraph 1 in respect of items to which an Arabic number is assigned in the format adopted, in any case where the special nature of the company’s business requires such adaptation.

• (4) Items to which Arabic numbers are assigned in any of the formats set out in section B below may be combined in a small company’s accounts for any financial year if either—

• (a) their individual amounts are not material to assessing the state of affairs or profit or loss of the company for that year; or

• (b) the combination facilitates that assessment;

but in a case within paragraph (b) the individual amounts of any items so combined shall be disclosed in a note to the accounts.

• (5) Subject to paragraph 4(3) below, a heading or sub-heading corresponding to an item listed in the format adopted in preparing a small company’s balance sheet or profit and loss account shall not be included if there is no amount to be shown for that item in respect of the financial year to which the balance sheet or profit and loss account relates.

• (6) Every profit and loss account of a small company shall show the amount of the company’s profit or loss on ordinary activities before taxation.

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

4

• (1) In respect of every item shown in a small company’s balance sheet or profit and loss account the corresponding amount for the financial year immediately preceding that to which the balance sheet or profit and loss account relates shall also be shown.

• (2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount may be adjusted and particulars of the non-comparability and of any adjustment shall be disclosed in a note to the accounts.

• (3) Paragraph 3(5) does not apply in any case where an amount can be shown for the item in question in respect of the financial year immediately preceding that to which the balance sheet or profit and loss account relates, and that amount shall be shown under the heading or sub-heading required by paragraph 1 for that item.

5

Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.

6

References in this Part of this Schedule to the items listed in any of the formats set out below are to those items read together with any of the notes following the formats which apply to any of those items, and the requirement imposed by paragraph 1 to show the items listed in any such format in the order adopted in the format is subject to any provision in those notes for alternative positions for any particular items.

Accounts modified as for a medium-sized company

7

A number in brackets following any item in any of the formats set out below is a reference to the note of that number in the notes following the formats.

8

In the notes following the formats—

• (a) the heading of each note gives the required heading or sub-heading for the item to which it applies and a reference to any letters and numbers assigned to that item in the formats set out below (taking a reference in the case of Format 2 of the balance sheet formats to the item listed under “Assets” or under “Liabilities” as the case may require); and

• (b) references to a numbered format are to the balance sheet format or (as the case may require) to the profit and loss account format of that number set out below.

Both cases

9

Subject to paragraph 15 below, the amounts to be included in respect of all items shown in a small company’s accounts shall be determined in accordance with the principles set out in paragraphs 10 to 14.

10

The company shall be presumed to be carrying on business as a going concern.

11

Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.

PART II — ACCOUNTING PRINCIPLES AND RULES

Introductory

12

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.

Small groups

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 small 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.

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 small company’s accounts shall be determined in accordance with the rules set out in paragraphs 17 to 28.

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.

Medium-sized groups

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.

PART III — NOTES TO THE ACCOUNTS

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 small company’s balance sheet in respect of development costs in special circumstances.

• (2) If any amount is included in a small 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 small 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 small 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.

SCHEDULE 9

Preliminary

1

PART I — INDIVIDUAL ACCOUNTS

Balance sheet

2

Where a banking company, or a company which is the holding company of a credit institution, prepares annual accounts for a financial year, it need not comply with the provisions of Part II of Schedule 6 (loans, quasi-loans and other dealings) in relation to a transaction or arrangement of a kind mentioned in section 197, 198, 200, 201 or 203 of the Companies Act 2006 , or an agreement to enter into such a transaction or arrangement, to which that banking company or (as the case may be) credit institution is a party.

3

Where a banking company, or a company which is the holding company of a credit institution, takes advantage of the provisions of paragraph 2 of this Part of this Schedule for the purposes of its annual accounts for a financial year, then, in preparing those accounts, it shall comply with the provisions of Part III of Schedule 6 (other transactions, arrangements and agreements) only in relation to a transaction, arrangement or agreement made by that banking company or (as the case may be) credit institution for—

• (a) a person who was a director of the company preparing the accounts, or who was connected with such a director, or

• (b) a person who was a chief executive or manager . . . of that company or its holding company.

• (2) References in that Part to officers of the company shall be construed accordingly as including references to such persons.

• (3) In this paragraph—

• (a) “director” includes a shadow director;

• (b) “chief executive” has the meaning given in section 417 of the Financial Services and Markets Act 2000; and

• (c) “manager” has the meaning given in section 423(3) of that Act.

• (4) For the purposes of that Part as it applies by virtue of this paragraph, a body corporate which a person does not control shall not be treated as connected with him.

• (5) Sections 252 to 255 of, and Schedule 1 to, the Companies Act 2006 apply for the purposes of this paragraph as regards the interpretation of references to a person being connected with a director or controlling a body corporate.

4

• (1) In respect of every item shown in the balance sheet or profit and loss account, there shall be shown or stated the corresponding amount for the financial year immediately preceding that to which the accounts relate.

• (2) Where the corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount may be adjusted and particulars of the non-comparability and of any adjustment shall be given in a note to the accounts.

• (3) Paragraph 3(4) does not apply in any case where an amount can be shown for the item in question in respect of the financial year immediately preceding that to which the balance sheet or profit and loss account relates, and that amount shall be shown under the heading or sub-heading required by paragraph 1 for that item.

5

• (1) The method of arriving at the amount of any fixed asset shall, subject to the next following sub-paragraph, be to take the difference between—

• (a) its cost or, if it stands in the company's books at a valuation, the amount of the valuation ; and

• (b) the aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution in value ;

and for the purposes of this paragraph the net amount at which any assets stood in the company's books on 1st July 1948 (after deduction of the amounts previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before that date cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at that date and, where any of those assets are sold, the said net amount less the amount of the sales shall be treated as if it were the amount of a valuation so made of the remaining assets.

• (2) The foregoing sub-paragraph shall not apply—

• (a) to assets for which the figures relating to the period beginning with 1st July 1948 cannot be obtained without unreasonable expense or delay ; or

• (b) to assets the replacement of which is provided for wholly or partly—

• (i) by making provision for renewals and charging the cost of replacement against the provision so made ; or

• (ii) by charging the cost of replacement direct to revenue ; or

• (c) to any listed investments or to any unlisted investments of which the value as estimated by the directors is shown either as the amount of the investments or by way of note ; or

• (d) to goodwill, patents or trade marks.

• (3) For the assets under each heading whose amount is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown—

• (a) the aggregate of the amounts referred to in paragraph (a) of that sub-paragraph ; and

• (b) the aggregate of the amounts referred to in paragraph (b) thereof.

• (4) As respects the assets under each heading whose amount is not arrived at in accordance with the said sub-paragraph (1) because their replacement is provided for as mentioned in sub-paragraph (2)(b) of this paragraph, there shall be stated—

• (a) the means by which their replacement is provided for; and

• (b) the aggregate amount of the provision (if any) made for renewals and not used.

6

In the case of unlisted investments consisting in equity share capital of other bodies corporate (other than any whose values as estimated by the directors are separately shown, either individually or collectively or as to some individually and as to the rest collectively, and are so shown either as the amount thereof, or by way of note), the matters referred to in the following heads shall, if not otherwise shown, be stated by way of note or in a statement or report annexed:—

• (a) the aggregate amount of the company's income for the financial year that is ascribable to the investments;

• (b) the amount of the company's share before taxation, and the amount of that share after taxation, of the net aggregate amount of the profits of the bodies in which the investments are held, being profits for the several periods to which accounts sent by them during the financial year to the company related, after deducting those bodies' losses for those periods (or vice versa);

• (c) the amount of the company's share of the net aggregate amount of the undistributed profits accumulated by the bodies in which the investments are held since the time when the investments were acquired after deducting the losses accumulated by them since that time (or vice versa);

• (d) the manner in which any losses incurred by the said bodies have been dealt with in the company's accounts.

7

• (1) The following provisions apply where the parent company of a banking group has a subsidiary undertaking which:

• (a) is a credit institution of which shares are held as a result of a financial assistance operation with a view to its reorganisation or rescue; and

• (b) is excluded from consolidation under section 229(3)(c) (interest held with a view to resale).

• (2) Information as to the nature and terms of the operations shall be given in a note to the group accounts and there shall be appended to the copy of the group accounts delivered to the registrar in accordance with section 242 a copy of the undertaking’s latest individual accounts and, if it is a parent undertaking, its latest group accounts.

• (3) . . . If any document required to be appended is in a language other than English . . . , the directors shall annex a translation of it into English, certified in the prescribed manner to be a correct translation.

• (4) The above requirements are subject to the following qualifications:

• (a) an undertaking is not required to prepare for the purposes of this paragraph accounts which would not otherwise be prepared, and if no accounts satisfying the above requirements are prepared none need be appended;

• (b) the accounts of an undertaking need not be appended if they would not otherwise be required to be published, or made available for public inspection, anywhere in the world, but in that case the reason for not appending the accounts shall be stated in a note to the consolidated accounts.

• (5) Where a copy of an undertaking’s accounts is required to be appended to the copy of the group accounts delivered to the registrar, that fact shall be stated in a note to the group accounts.

• (6) Sub-sections (2) to (4) of section 242 (penalties, c. in case of default) apply in relation to the requirements of this paragraph as regards the delivery of documents to the registrar as they apply in relation to the requirements of sub-section (1) of that section.

8

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

9

• (1) References in this Part of this Schedule to the balance sheet format or to profit and loss account formats are to the balance sheet format or profit and loss account formats set out below and references to the items listed in any of the formats are to those items read together with any of the notes following the formats which apply to any of those items.

• (2) The requirement imposed by paragraph 1 of this Part of this Schedule to show the items listed in any such format in the order adopted in the format is subject to any provision in the notes following the formats for alternative positions for any particular items.

10

A number in brackets following any item in any of the formats set out below is a reference to the note of that number in the notes following the formats

11

• (1) The amount of any assets that are subordinated must be shown either as a subdivision of any relevant asset item or in the notes to the accounts; in the latter case disclosure shall be by reference to the relevant asset item or items in which the assets are included.

• (2) In the case of Assets items 2 to 5 in the balance sheet format, the amounts required to be shown by note (20) to the format as sub-items of those items shall be further subdivided so as to show the amount of any claims included therein that are subordinated.

• (3) For this purpose, assets are subordinated if there is a contractual obligation to the effect that, in the event of winding up or bankruptcy, they are to be repaid only after the claims of other creditors have been met, whether or not a ranking has been agreed between the subordinated creditors concerned.

12

• (1) Where a company is a party to a syndicated loan transaction the company shall include only that part of the total loan which it itself has funded.

• (2) Where a company is a party to a syndicated loan transaction and has agreed to reimburse (in whole or in part) any other party to the syndicate any funds advanced by that party or any interest thereon upon the occurrence of any event, including the default of the borrower, any additional liability by reason of such a guarantee shall be included as a contingent liability in Memorandum item 1, sub-item (2).

13

• (1) The following rules apply where a company is a party to a sale and repurchase transaction.

• (2) Where the company is the transferor of the assets under the transaction:

• (a) the assets transferred shall, notwithstanding the transfer, be included in its balance sheet;

• (b) the purchase price received by it shall be included in its balance sheet as an amount owed to the transferee; and

• (c) the value of the assets transferred shall be disclosed in a note to its accounts.

• (3) Where the company is the transferee of the assets under the transaction it shall not include the assets transferred in its balance sheet but the purchase price paid by it to the transferor shall be so included as an amount owed by the transferor.

Profit and loss account

14

• (1) The following rules apply where a company is a party to a sale and option to resell transaction.

• (2) Where the company is the transferor of the assets under the transaction it shall not include in its balance sheet the assets transferred but it shall enter under Memorandum item 2 an amount equal to the price agreed in the event of repurchase.

• (3) Where the company is the transferee of the assets under the transaction it shall include those assets in its balance sheet.

15

• (1) For the purposes of this paragraph “managed funds” are funds which the company administers in its own name but on behalf of others and to which it has legal title.

• (2) The company shall, in any case where claims and obligations arising in respect of managed funds fall to be treated as claims and obligations of the company, adopt the following accounting treatment: claims and obligations representing managed funds are to be included in the company’s balance sheet, with the notes to the accounts disclosing the total amount included with respect to such assets and liabilities in the balance sheet and showing the amount included under each relevant balance sheet item in respect of such assets or (as the case may be) liabilities.

16

Subject to paragraph 22 below, the amounts to be included in respect of all items shown in a company’s accounts shall be determined in accordance with the principles set out in paragraphs 17 to 21.

17

The company shall be presumed to be carrying on business as a going concern.

18

Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.

PART II — CONSOLIDATED ACCOUNTS

Modifications of and additions to requirements as to company's own accounts

19

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.

20

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.

Consolidated accounts of holding company and subsidiaries

21

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.

22

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.

23

Subject to paragraphs 39 to 44F 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 24 to 38 of this Part of this Schedule.

24

Subject to any provision for depreciation or diminution in value made in accordance with paragraph 25 or 26 the amount to be included in respect of any fixed asset shall be its cost.

25

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

• (a) its 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 cost less that estimated residual value;

26

• (1) Where a fixed asset investment of a description falling to be included under Assets items 7 (Participating interests) or 8 (Shares in group undertakings) in the balance sheet format, or any other holding of securities held as a financial fixed asset, 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.

PART III — Exceptions for Certain Special Category Companies

27

• (1) Notwithstanding that amounts representing “development costs” may be included under Assets item 9 in the balance sheet format, 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.

28

• (1) The application of paragraphs 24 to 26 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 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.

29

Assets included in Assets items 9 (Intangible fixed assets) and 10 (Tangible fixed assets) in the balance sheet format shall be valued as fixed assets.

30

Other assets falling to be included in the balance sheet shall be valued as fixed assets where they are intended for use on a continuing basis in the company’s activities.

Part IV — Additional Disclosure: Emoluments and Other Benefits of Directors and Others

31

• (1) Debt securities, including fixed income securities, held as financial fixed assets shall be included in the balance sheet at an amount equal to their maturity value plus any premium, or less any discount, on their purchase, subject to the following provisions of this paragraph.

• (2) The amount included in the balance sheet with respect to such securities purchased at a premium shall be reduced each financial year on a systematic basis so as to write the premium off over the period to the maturity date of the security and the amounts so written off shall be charged to the profit and loss account for the relevant financial years.

• (3) The amount included in the balance sheet with respect to such securities purchased at a discount shall be increased each financial year on a systematic basis so as to extinguish the discount over the period to the maturity date of the security and the amounts by which the amount is increased shall be credited to the profit and loss account for the relevant years.

• (4) The notes to the accounts shall disclose the amount of any unamortised premium or discount not extinguished which is included in the balance sheet by virtue of sub-paragraph (1).

• (5) For the purposes of this paragraph “premium” means any excess of the amount paid for a security over its maturity value and “discount” means any deficit of the amount paid for a security over its maturity value.

PART V — Interpretation of Schedule

32

The amount to be included in respect of loans and advances, debt or other fixed income securities and equity shares or other variable yield securities not held as financial fixed assets shall be their cost, subject to paragraphs 33 and 34 below.

33

• (1) If the net realisable value of any asset referred to in paragraph 32 is lower than its 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.

34

• (1) Subject to paragraph 33 above, the amount to be included in the balance sheet in respect of transferable securities not held as financial fixed assets may be the higher of their cost or their market value at the balance sheet date.

• (2) The difference between the cost of any securities included in the balance sheet at a valuation under sub-paragraph (1) and their market value shall be shown (in aggregate) in the notes to the accounts.

35

• (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.Schedule 1Part I

• (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.

36

• (1) The cost of an asset that has been acquired by the company shall be determined by adding to the actual price paid any expenses incidental to its acquisition.

• (2) The cost of an asset constructed by the company 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 construction of that asset.

• (3) In addition, there may be included in the cost of an asset constructed by the company:

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

• (b) interest on capital borrowed to finance the construction of that asset, to the extent that it accrues in respect of the period of construction;provided, however, in a case within sub-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.

SCHEDULE 10

Recent issues

1

• (1) This paragraph applies where a company prepares individual accounts in accordance with the special provisions of this Part relating to . . . insurance companies.

• (2) If in the financial year to which the accounts relate the company has issued any shares or debentures, the directors’ report shall state the reason for making the issue, the classes of shares or debentures issued and, as respects each class, the number of shares or amount of debentures issued and the consideration received by the company for the issue.

Turnover and profitability

2

• (1) This paragraph applies where a company prepares group accounts in accordance with the special provisions of this Part relating to . . . insurance groups.

• (2) If in the course of the financial year to which the accounts relate the group carried on business of two or more classes . . . that in the opinion of the directors differ substantially from each other, there shall be contained in the directors’ report a statement of—

• (a) the proportions in which the turnover for the financial year (so far as stated in the consolidated accounts) is divided amongst those classes (describing them), and

• (b) as regards business of each class, the extent or approximate extent (expressed in money terms) to which, in the opinion of the directors, the carrying on of business of that class contributed to or restricted the profit or loss of the group for that year (before taxation).

• (3) In sub-paragraph (2) “the group” means the undertakings included in the consolidation.

• (4) For the purposes of this paragraph classes of business which in the opinion of the directors do not differ substantially from each other shall be treated as one class.

3

• (1) This paragraph applies where a company prepares individual or group accounts in accordance with the special provisions of this Part relating to . . . insurance companies or groups.

• (2) There shall be stated in the directors’ report—

• (a) the average number of persons employed by the company or, if the company prepares group accounts, by the company and its subsidiary undertakings, and

• (b) the aggregate amount of the remuneration paid or payable to persons so employed.

• (3) The average number of persons employed shall be determined by adding together the number of persons employed (whether throughout the week or not) in each week of the financial year and dividing that total by the number of weeks in the financial year.

• (4) The aggregate amount of the remuneration paid or payable means the total amount of remuneration paid or payable in respect of the financial year; and for this purpose remuneration means gross remuneration and includes bonuses, whether payable under contract or not.

• (5) The information required by this paragraph need not be given if the average number of persons employed is less than 100.

• (6) No account shall be taken for the purposes of this paragraph of persons who worked wholly or mainly outside the United Kingdom.

• (7) This paragraph does not apply to a company which is a wholly-owned subsidiary of a company incorporated in Great Britain.

4

For the purposes of the preceding two paragraphs, classes of business which, in the opinion of the directors, do not differ substantially from each other, are to be treated as one class.

Labour force and wages paid

5

• (1) If at the end of the financial year the company does not have subsidiaries, there shall be contained in the directors' report a statement of—

• (a) the average number of persons employed by the company in each week in the year, and

• (b) the aggregate remuneration paid or payable in respect of the year to the persons by reference to whom the number stated under sub-paragraph (a) is ascertained.

• (2) The number to be stated under that sub-paragraph is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company and adding up the numbers ascertained.

6

• (1) If at the end of the financial year the company has subsidiaries, there shall be contained in the directors' report a statement of—

• (a) the average number of persons employed between diem in each week in that year by the company and the subsidiaries, and

• (b) the aggregate remuneration paid or payable in respect of that year to the persons by reference to whom the number stated under sub-paragraph (a) is ascertained.

• (2) The number to be stated under that sub-paragraph is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed between them in the week (whether throughout it or not) by the company and its subsidiaries and adding up the numbers ascertained.

7

The remuneration to be taken into account under paragraphs 5(1)(b) and 6(1)(b) is the gross remuneration paid or payable in respect of the financial year ; and for this purpose " remuneration " includes bonuses (whether payable under contract or not).

8

• (1) Paragraphs 5 and 6 are qualified as follows.

• (2) Neither paragraph applies if the number that, apart from this sub-paragraph, would fall to be stated under paragraph 5(1)(a) or 6(1)(a) is less than 100.

• (3) Neither paragraph applies to a company which is a wholly-owned subsidiary of a company incorporated in Great Britain.

• (4) For purposes of both paragraphs, no regard is to be had to any person who worked wholly or mainly outside the United Kingdom.

General matters

9

The directors' report shall contain particulars of any matters (other than those required to be dealt with in it by section 261(5) and the preceding provisions of this Schedule) so far as they are material for the appreciation of the state of the company's affairs by its members, being matters the disclosure of which will not, in the opinion of the directors, be harmful to the business of the company or of any of its subsidiaries.

SCHEDULE 11

1

Paragraphs 2 to 6 below apply where a company has prepared accounts in accordance with the special provisions of Part VII relating to banking companies and paragraphs 7 to 13 below apply where a company has prepared accounts in accordance with the special provisions of Part VII relating to insurance companies.

2

Section 264(2) shall apply as if the reference to paragraph 89 of Schedule 4 therein was a reference to paragraph 85(c) of Part I of Schedule 9.

3

Section 269 shall apply as if:

• (a) there were substituted for the words “are shown as an asset” in sub-section (1) the words “are included as an asset”; and

• (b) the reference to paragraph 20 of Schedule 4 in sub-section (2)(b) was to paragraph 27 of Part I of Schedule 9.

4

Sections 270(2) and 275 shall apply as if the references therein to paragraphs 88 and 89 of Schedule 4 were to paragraph 85 of Part I of Schedule 9.

5

Sections 272 and 273 shall apply as if in section 272(3) there were substituted, for the references to sections 226, 226A and 226B and Schedule 4, references to section 255 and Part I of Schedule 9.

6

Section 276 shall apply as if the references to paragraphs 12(a) and 34(3)(a) of Schedule 4 were to paragraphs 19(a) and 44(3)(a) of Schedule 9 .

7

Section 264(2) shall apply as if for the words in parentheses there were substituted “(“liabilities””to include any provision for other risks and charges within paragraph 84(c) of Part I of Schedule 9A and any amount included under Liabilities items Ba (fund for future appropriations), C (technical provisions) and D (technical provisions for linked liabilities) in a balance sheet drawn up in accordance with the balance sheet format set out in section B of Part I of Schedule 9A).

SCHEDULE 12

PART I — Orders under Sections 296 to 299

Application for order

1

A person intending to apply for the making of an order under any of sections 296 to 299 by the court having jurisdiction to wind up a company shall give not less than 10 days' notice of his intention to the person against whom the order is sought; and on the hearing of the application the last-mentioned person may appear and himself give evidence or call witnesses.

2

An application to a court with jurisdiction to wind up companies for the making of such an order against any person may be made by the Secretary of State or the official receiver, or by the liquidator or any past or present member or creditor of any company in relation to which that person has committed or is alleged to have committed an offence or other default

Hearing of application

3

On the hearing of an application made by the Secretary of State or the official receiver or the liquidator the applicant shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses.

Application for leave under an order

4

• (1) As regards the court to which application must be made for leave under a disqualification order made under any of sections 296 to 299, the following applies.

• (2) Where the application is for leave to promote or form a company, it is any court with jurisdiction to wind up companies.

• (3) Where the application is for leave to be a liquidator or director of, or otherwise to take part in the management of a company, or to be a receiver or manager of a company's property, it is any court having jurisdiction to wind up that company.

5

On the hearing of an application for leave made by a person against whom a disqualification order has been made on the application of the Secretary of State, the official receiver or the liquidator, the Secretary of State, official receiver or liquidator shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses.

PART II — Orders under Section 300

Application for order

6

• (1) In the case of a person who is or has been a director of a company which has gone into liquidation as mentioned in section 300(1) and is being wound up by the court, any application under that section shall be made by the official receiver or, in Scotland, the Secretary of State.

• (2) In any other case an application shall be made by the Secretary of State,

7

Where the official receiver or the Secretary of State intends to make an application under the section in respect of any person, he shall give not less than 10 days' notice of his intention to that person.

Hearing of application

8

On the hearing of an application under section 300 by the official receiver or the Secretary of State, or of an application for leave by a person against whom an order has been made on the application of the official receiver or Secretary of State—

• (a) the official receiver or Secretary of State shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses, and

• (b) the person against whom the order is sought may appear and himself give evidence or call witnesses.

PART III — Transitional Provisions and Savings from Companies Act 1981, ss. 93, 94

9

Sections 296 and 298 (1)(b) do not apply in relation to anything done before 15th June 1982 by a person in his capacity as liquidator of a company or as receiver or manager of a company's property.

10

Subject to paragraph 9—

• (a) section 296 applies in a case where a person is convicted on indictment of an offence which he committed (and, in the case of a continuing offence, has ceased to commit) before 15th June 1982 ; but in such a case a disqualification order under that section shall not be made for a period in excess of 5 years ;

• (b) that section does not apply in a case where a person is convicted summarily—

• (i) in England and Wales, if he had consented so to be tried before that date, or

• (ii) in Scotland, if the summary proceedings commenced before that date.

11

Subject to paragraph 9, section 298 applies in relation to an offence committed or other thing done before 15th June 1982 ; but a disqualification order made on the grounds of such an offence or other thing done shall not be made for a period in excess of 5 years.

12

The powers of a court under section 299 are not exercisable in a case where a person is convicted of an offence which he committed (and, in the case of a continuing offence, had ceased to commit) before 15th June 1982.

13

For purposes of section 297(1) and section 299, no account is to be taken of any offence which was committed, or any default order which was made, before 1st June 1977.

14

An order made under section 28 of the Companies Act 1976 has effect as if made under section 297 of this Act; and an application made before 15th June 1982 for such an order is to be treated as an application for an order under the section last mentioned.

15

The period which may be specified as the period of disqualification in an order under section 300 may not exceed 5 years if none of the conduct to which the court has regard under subsection (1) of the section occurred after 15th June 1982.

16

Section 300(1) does not apply unless at least one of the companies there mentioned has gone into liquidation after 1st October 1977 ; and the conduct to which regard may be had under that subsection does not include conduct as director of a company that has gone into liquidation before that date.

SCHEDULE 13

Part I

1

• (1) A reference to an interest in shares or debentures is to be read as including any interest of any kind whatsoever in shares or debentures.

• (2) Accordingly, there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.

2

Where property is held on trust and any interest in shares or debentures is comprised in the property, any beneficiary of the trust who (apart from this paragraph) does not have an interest in the shares or debentures is to be taken as having such an interest; but this paragraph is without prejudice to the following provisions of this Part of this Schedule.

3

• (1) A person is taken to have an interest in shares or debentures if—

• (a) he enters into a contract for their purchase by him (whether for cash or other consideration), or

• (b) not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or debentures, or is entitled to control the exercise of any such right.

• (2) For purposes of sub-paragraph (1)(b), a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares or debentures if he—

• (a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or

• (b) is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.

• (3) A person is not by virtue of sub-paragraph (1)(b) taken to be interested in shares or debentures by reason only that he—

• (a) has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting, or

• (b) has been appointed by a corporation to act as its representative at any meeting of a company or of any class of its members.

4

A person is taken to be interested in shares or debentures if a body corporate is interested in them and—

• (a) that body corporate or its directors are accustomed to act in accordance with his directions or instructions, or

• (b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body corporate.

As this paragraph applies for the purposes of section 346(4) and (5), “more than one-half” is substituted for “one-third or more”.

5

Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a body corporate, and that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate (“the effective voting power”), then, for purposes of paragraph 4(b), the effective voting power is taken to be exercisable by that person.

6

• (1) A person is taken to have an interest in shares or debentures if, otherwise than by virtue of having an interest under a trust—

• (a) he has a right to call for delivery of the shares or debentures to himself or to his order, or

• (b) he has a right to acquire an interest in shares or debentures or is under an obligation to take an interest in shares or debentures;

whether in any case the right or obligation is conditional or absolute.

• (2) Rights or obligations to subscribe for shares or debentures are not to be taken, for purposes of sub-paragraph (1), to be rights to acquire, or obligations to take, an interest in shares or debentures.

This is without prejudice to paragraph 1.

7

Persons having a joint interest are deemed each of them to have that interest.

8

It is immaterial that shares or debentures in which a person has an interest are unidentifiable.

9

So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares or debentures, an interest in the shares or debentures in reversion or remainder or (as regards Scotland) in fee, are to be disregarded.

10

A person is to be treated as uninterested in shares or debentures if, and so long as, he holds them under the law in force in England and Wales as a bare trustee or as a custodian trustee, or under the law in force in Scotland, as a simple trustee.

11

• (1) There is to be disregarded an interest of a person subsisting by virtue of—

• (a) any unit trust scheme which is an authorised unit trust scheme . . .;

• (b) a scheme made under section 22 or 22A of the Charities Act 1960 or section 24 or 25 of the Charities Act 1993, section 11 of the Trustee Investments Act 1961 or section 1 of the Administration of Justice Act 1965; or

• (c) the scheme set out in the Schedule to the Church Funds Investment Measure 1958.

• (2) Unit trust scheme” and “authorised unit trust scheme” have the meaning given in section 237 of the Financial Services and Markets Act 2000.

12

There is to be disregarded any interest—

• (a) of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares or debentures held by them;

• (b) of any other person in shares or debentures held by those Trustees or that Trust otherwise than as simple trustees.

“The Church of Scotland General Trustees” are the body incorporated by the order confirmed by the Church of Scotland (General Trustees) Order Confirmation Act 1921; and “the Church of Scotland Trust” is the body incorporated by the order confirmed by the Church of Scotland Trust Order Confirmation Act 1932.

13

Delivery to a person’s order of shares or debentures in fulfilment of a contract for the purchase of them by him or in satisfaction of a right of his to call for their delivery, or failure to deliver shares or debentures in accordance with the terms of such a contract or on which such a right falls to be satisfied, is deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so is the lapse of a person’s right to call for delivery of shares or debentures.

Part II

14

• (1) An obligation imposed on a person by section 324(1) to notify an interest must, if he knows of the existence of the interest on the day on which he becomes a director, be fulfilled before the expiration of the period of 5 days beginning with the day following that day.

• (2) Otherwise, the obligation must be fulfilled before the expiration of the period of 5 days beginning with the day following that on which the existence of the interest comes to his knowledge.

15

• (1) An obligation imposed on a person by section 324(2) to notify the occurrence of an event must, if at the time at which the event occurs he knows of its occurrence and of the fact that its occurrence gives rise to the obligation, be fulfilled before the expiration of the period of 5 days beginning with the day following that on which the event occurs.

• (2) Otherwise, the obligation must be fulfilled before the expiration of a period of 5 days beginning with the day following that on which the fact that the occurrence of the event gives rise to the obligation comes to his knowledge.

16

In reckoning, for purposes of paragraphs 14 and 15, any period of days, a day that is a Saturday or Sunday, or a bank holiday in any part of Great Britain, is to be disregarded.

Part III

17

• (1) Where an event of whose occurrence a director is, by virtue of section 324(2)(a), under obligation to notify a company consists of his entering into a contract for the purchase by him of shares or debentures, the obligation is not discharged in the absence of inclusion in the notice of a statement of the price to be paid by him under the contract.

• (2) An obligation imposed on a director by section 324(2)(b) is not discharged in the absence of inclusion in the notice of the price to be received by him under the contract.

18

• (1) An obligation imposed on a director by virtue of section 324(2)(c) to notify a company is not discharged in the absence of inclusion in the notice of a statement of the consideration for the assignment (or, if it be the case that there is no consideration, that fact).

• (2) Where an event of whose occurrence a director is, by virtue of section 324(2)(d), under obligation to notify a company consists in his assigning a right, the obligation is not discharged in the absence of inclusion in the notice of a similar statement.

19

• (1) Where an event of whose occurrence a director is, by virtue of section 324(2)(d), under obligation to notify a company consists in the grant to him of a right to subscribe for shares or debentures, the obligation is not discharged in the absence of inclusion in the notice of a statement of—

• (a) the date on which the right was granted,

• (b) the period during which or the time at which the right is exercisable.

• (c) the consideration for the grant (or, if it be the case that there is no consideration, that fact), and

• (d) the price to be paid for the shares or debentures.

• (2) Where an event of whose occurrence a director is, by section 324(2)(d), under obligation to notify a company consists in the exercise of a right granted to him to subscribe for shares or debentures, the obligation is not discharged in the absence of inclusion in the notice of a statement of—

• (a) the number of shares or amount of debentures in respect of which the right was exercised, and

• (b) if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of 2 persons or more) with the number or amount registered in the name of each of them.

20

In this Part, a reference to price paid or received includes any consideration other than money.

Part IV

21

The register must be so made up that the entries in it against the several names appear in chronological order.

22

An obligation imposed by section 325(2) to (4) must be fulfilled before the expiration of the period of 3 days beginning with the day after that on which the obligation arises; but in reckoning that period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain is to be disregarded.

23

The nature and extent of an interest recorded in the register of a director in any shares or debentures shall, if he so requires, be recorded in the register.

24

The company is not, by virtue of anything done for the purposes of section 325 or this Part of this Schedule, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares or debentures.

25

The register shall—

• (a) if the company’s register of members is kept at its registered office, be kept there;

• (b) if the company’s register of members is not so kept, be kept at the company’s registered office or at the place where its register of members is kept;

and shall . . . be open to the inspection of any member of the company without charge and of any other person on payment of such fee as may be prescribed.

26

• (1) Any member of the company or other person may require a copy of the register, or of any part of it, on payment of such fee as may be prescribed.

• (2) The company shall cause any copy so required by a person to be sent to him within the period of 10 days beginning with the day after that on which the requirement is received by the company.

27

The company shall send notice in the prescribed form to the registrar of companies of the place where the register is kept and of any change in that place, save in a case in which it has at all times been kept at its registered office.

28

Unless the register is in such a form as to constitute in itself an index, the company shall keep an index of the names inscribed in it, which shall—

• (a) in respect of each name, contain a sufficient indication to enable the information entered against it to be readily found; and

• (b) be kept at the same place as the register;

and the company shall, within 14 days after the date on which a name is entered in the register, make any necessary alteration in the index.

29

The register shall be produced at the commencement of the company’s annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

SCHEDULE 14

Part I — Countries and Territories in Which Overseas Branch Register May be Kept

Part II — General Provisions With Respect to Overseas Branch Registers

1

• (1) A company keeping an overseas branch register shall give to the registrar of companies notice in the prescribed form of the situation of the office where any overseas branch register is kept and of any change in its situation, and, if it is discontinued, of its discontinuance.

• (2) Any such notice shall be given within 14 days of the opening of the office or of the change or discontinuance, as the case may be.

• (3) If default is made in complying with this paragraph, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

2

• (1) An overseas branch register is deemed to be part of the company’s register of members (“the principal register”).

• (2) It shall be kept in the same manner in which the principal register is by this Act required to be kept, except that the advertisement before closing the register shall be inserted in a newspaper circulating in the district where the overseas branch register is kept.

3

• (1) A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction of rectifying the register as is under this Act exercisable by the court in Great Britain; and the offences of refusing inspection or copies of the register, and of authorising or permitting the refusal, may be prosecuted summarily before any tribunal having summary criminal jurisdiction.

• (2) This paragraph extends only to those countries and territories where, immediately before the coming into force of this Act, provision to the same effect made by section 120(2) of the Companies Act 1948 had effect as part of the local law.

4

• (1) The company shall—

• (a) transmit to its registered office a copy of every entry in its overseas branch register as soon as may be after the entry is made, and

• (b) cause to be kept at the place where the company’s principal register is kept a duplicate of its overseas branch register duly entered up from time to time.

Every such duplicate is deemed for all purposes of this Act to be part of the principal register.

• (2) If default is made in complying with sub-paragraph (1), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

• (3) Where, by virtue of section 353(1)(b), the principal register is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with sub-paragraph (1)(b) above he is liable to the same penalty as if he were an officer of the company who was in default.

5

Subject to the above provisions with respect to the duplicate register, the shares registered in an overseas branch register shall be distinguished from those registered in the principal register; and no transaction with respect to any shares registered in an overseas branch register shall, during the continuance of that registration, be registered in any other register.

6

A company may discontinue to keep an overseas branch register, and thereupon all entries in that register shall be transferred to some other overseas branch register kept by the company in the same country or territory, or to the principal register.

7

Subject to the provisions of this Act, any company may, by its articles, make such provisions as it thinks fit respecting the keeping of overseas branch registers.

8

An instrument of transfer of a share registered in an overseas branch register (other than such a register kept in Northern Ireland) is deemed a transfer of property situated outside the United Kingdom . . . .

Part III — Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain

9

• (1) If by virtue of the law in force in any country or territory to which this paragraph applies companies incorporated under that law have power to keep in Great Britain branch registers of their members resident in Great Britain, Her Majesty may by Order in Council direct that—

• (a) so much of section 353 as requires a company’s register of members to be kept at its registered office,

• (b) section 356 (register to be open to inspection by members), and

• (c) section 359 (power of court to rectify),

shall, subject to any modifications and adaptations specified in the Order, apply to and in relation to any such branch registers kept in Great Britain as they apply to and in relation to the registers of companies subject to those sections.

• (2) The countries and territories to which this paragraph applies are—

• (a) all those specified in Part I of this Schedule, plus the Channel Islands and the Isle of Man,

• (b) Botswana, Zambia and Tonga, and

• (c) any territory for the time being under Her Majesty’s protection or administered by the Government of the United Kingdom under the Trusteeship System of the United Nations.

SCHEDULE 15

1

The address of the registered office of the company.

2

• (1) If the register of members is, under the provisions of this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept.

• (2) If any register of holders of debentures of the company or any duplicate of any such register or part of any such register is, under the provisions of this Act, kept, in England and Wales in the case of a company registered in England and Wales or in Scotland in the case of a company registered in Scotland, elsewhere than at the registered office of the company, the address of the place where it is kept,

3

A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, specifying the following particulars—

• (a) the amount of the share capital of the company and the number of shares into which it is divided :

• (b) the number of shares taken from the commencement of the company up to the date of the return ;

• (c) the amount called up on each share ;

• (d) the total amount of calls received ;

• (e) the total amount of calls unpaid ;

• (f) the total amount of the sums (if any) paid by way of commission in respect of any shares or debentures :

• (g) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date on which the return is made :

• (h) the total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the last return;

• (i) the total number of shares forfeited ;

• (j) the total number of shares for which share warrants are outstanding at the date of the return and of share warrants issued and surrendered respectively since the date of the last return, and the number of shares comprised in each warrant

4

Particulars of the total amount of the company's indebtedness in respect of all mortgages and charges (whenever created) of any description specified in section 396(1) or, in the case of a company registered in Scotland, section 410(4).

5

A list—

• (a) containing the names and addresses of all persons who, on the fourteenth day after the company's annual general meeting for the year, are members of the company, and of persons who have ceased to be members since the date of the last return or, in the case of the first return, since the incorporation of the company ;

• (b) stating the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return (or, in the case of the first return, since the incorporation of the company) by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers;

• (c) if the names are not arranged in alphabetical order, having annexed to it an index sufficient to enable the name of any person in the list to be easily found.

6

All such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is the secretary of the company as are by this Act required to be contained with respect to directors and the secretary respectively in the register of the directors and secretaries of a company.

SCHEDULE 16

PART I — Orders Which are to be Final

PART II — Orders Which are to take Effect Until Matter Disposed of by Inner House

SCHEDULE 17

1

The committee shall meet at such times as it may from time to time appoint and, failing such appointment, at least once a month; and the liquidator or any member of the committee may also call a meeting of the committee as and when he thinks necessary.

2

The committee may act by a majority of its members present at a meeting, but shall not act unless a majority of the committee are present

3

A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.

4

If a member of the committee becomes bankrupt or compounds or arranges with his creditors or is absent from five consecutive meetings of the committee without leave of those members who together with himself represent the creditors or contributories (as the case may be), his office thereupon becomes vacant

5

A member of the committee may be removed by an ordinary resolution at a meeting of creditors (if he represents creditors) or of contributories (if he represents contributories) of which 7 days' notice has been given, stating the object of the meeting.

6

• (1) On a vacancy occurring in the committee the liquidator shall forthwith summon a meeting of creditors or of contributories (as the case may require) to fill the vacancy : and the meeting may, by resolution, reappoint the same or appoint another creditor or contributory to fill the vacancy.

• (2) However, if the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for the vacancy to be filled, he may apply to the court; and the court may make an order that the vacancy be not filled, or be not filled except in circumstances specified by the order.

• (3) The continuing members of the committee, if not less than two, may act notwithstanding any vacancy in the committee.

SCHEDULE 18

SCHEDULE 19

" The relevant date "

1

For the purposes of this Schedule, " the relevant date " is—

• (a) in the case of a company ordered to be wound up compulsorily, the date of the appointment (or first appointment) of a provisional liquidator or, if no such appointment has been made, the date of the winding-up order, unless in either case the company had commenced to be wound up voluntarily before that date, and

• (b) otherwise, the date of the passing of the resolution for winding up the company.

Debts to Inland Revenue

2

All income tax, corporation tax, capital gains tax and other assessed taxes, assessed on the company up to 5th April next before the relevant date, and not exceeding in the whole one year's assessment.

3

Any sums due at the relevant date from the company on account of tax deductions for the 12 months next before that date.

Debts due to Customs & Excise

4

Any value added tax due at the relevant date from the company and having become due within the 12 months next before that date.

5

The amount of any car tax due at the relevant date from the company and having become due within the 12 months next before that date.

6

Any amount due—

• (a) by way of general betting duty or bingo duty, or

• (b) under section 12(1) of the Betting and Gaming Duties Act 1981 (general betting duty and pool betting duty recoverable from agent collecting stakes), or

• (c) under section 14 of, or Schedule 2 to, that Act (gaming licence duty),

from the company at the relevant date and which became due within the 12 months next before that date.

Local rates

7

All local rates due from the company at the relevant date and having become due and payable within 12 months next before that date.

Social security debts

8

All the debts specified in section 153(2) of the Social Security Act 1975, Schedule 3 to the Social Security Pensions Act 1975, and any corresponding provisions in force in Northern Ireland.

Debts to and in respect of company's employees

9

All wages or salary (whether or not earned wholly or in part by way of commission) of any clerk or servant in respect of services rendered to the company during 4 months next before the relevant date, and ail wages (whether payable for time or for piece work) of any workman or labourer in respect of services so rendered.

10

All accrued holiday remuneration becoming payable to any clerk, servant, workman or labourer (or in the case of his death to any other person in his right) on the termination of his employment before or by the effect of the winding-up order or resolution.

11

The following amounts owed by the company to an employee are treated as wages payable by it to him in respect of the period for which they are payable—

• (a) a guarantee payment under section 12(1) of the Employment Protection (Consolidation) Act 1978 (employee without work to do for a day or part of a day),

• (b) remuneration on suspension on medical grounds under section 19 of that Act,

• (c) any payment for time off under section 27(3) (trade union duties), 31(3) (looking for work, etc.) or 31A(4) (ante-natal care) of that Act,

• (d) statutory sick pay under Part I of the Social Security and Housing Benefits Act 1982, and

• (e) remuneration under a protective award made by an industrial tribunal under section 101 of the Employment Protection Act 1975 (redundancy dismissal with compensation).

12

• (1) The remuneration to which priority is to be given under paragraph 9 shall not, in the case of any claimant, exceed £800 ;

Provided that where a claimant under paragraph 9 is a labourer in husbandry who has entered into a contract for the payment of a portion of his wages in a lump sum at the end of the year of hiring, he has priority in respect of the whole of that sum, or a part of it, as the court may decide to be due under the contract, proportionate to the time of service up to the relevant date.

• (2) No increase or reduction of the money sum specified above in this paragraph affects any case where the relevant date (or, where provisions of this Schedule apply by virtue of section 196, the date referred to in subsection (4) of that section) occurred before the coming into force of the increase or reduction.

Priority for third party advancing funds for wage-payments, etc.

13

Where any payment has been made—

• (a) to any clerk, servant, workman or labourer in the employment of the company on account of wages or salary, or

• (b) to any such clerk, servant, workman or labourer or, in case of his death, to any other person in his right, on account of accrued holiday remuneration,

out of money advanced by some person for that purpose, the person by whom the money was advanced has in the winding up a right of priority in respect of the money so advanced and paid up to the amount by which the sum in respect of which the clerk, servant, workman or labourer, or other person in his right, would have been entitled to priority in the winding up has been diminished by reason of the payment having been made.

Interpretation for the above paragraphs

14

For purposes of this Schedule—

• (a) any remuneration in respect of a period of holiday or of absence from work through sickness or other good cause is deemed to be wages in respect of services rendered to the company in that period ; and

• (b) references to remuneration in respect of a period of holiday include any sums which, if they had been paid, would have been treated for purposes of the enactments relating to social security as earnings in respect of that period.

SCHEDULE 20

Part I — . . .

1

The court shall not under section 619 (including that section as applied by section 657(2)) make a vesting order, where the property disclaimed is of a leasehold nature, in favour of a person claiming under the company, except on the following terms.

2

The person must by the order be made subject—

• (a) to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property at the commencement of the winding up, or

• (b) (if the court thinks fit) only to the same liabilities and obligations as if the lease had been assigned to him at that date;