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F1F2F3F4Part VIIIN.I.Accounts and Audit

F1mod. SR 1994/133

[F5CHAPTER III]N.I.SUPPLEMENTARY PROVISIONS

[F6Other interpretation provisions]F49N.I.

F49Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}

Meaning of “undertaking” and related expressionsN.I.

267 .F7—(1) In this Part “undertaking” means—

(a)a body corporate or partnership, or

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

(2) In this Part references to shares—

(a)in relation to an undertaking with a share capital, are to allotted shares;

(b)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(c)in relation to an undertaking without capital, are to interests—

(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

(4) References in this Part to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

(5) In this Part “group undertaking”, in relation to an undertaking, means an undertaking which is—

(a)a parent undertaking or subsidiary undertaking of that undertaking, or

(b)a subsidiary undertaking of any parent undertaking of that undertaking.

F7mod. SR 1994/133

Participating interestsN.I.

268 .F8—(1) In this Part a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long‐term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

(2) A holding of 20 per cent. or more of the shares of an undertaking shall be presumed to be a participating interest unless the contrary is shown.

(3) The reference in paragraph (1) to an interest in shares includes—

(a)an interest which is convertible into an interest in shares, and

(b)an option to acquire shares or any such interest;

and an interest or option falls within sub‐paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.

(4) For the purposes of this Article an interest held on behalf of an undertaking shall be treated as held by it.

Para. (5) rep. by SR 2004/496

(6) In the balance sheet and profit and loss formats set out in Part I of Schedule 4,[F9 Part I of Schedule 8, Schedule 8A,][F10, Chapter I of Part I of Schedule 9 and Chapter I of Part I of Schedule 9A] “participating interest” does not include an interest in a group undertaking.

(7) For the purposes of this Article as it applies in relation to the expression “participating interest”

(a)in those formats as they apply in relation to group accounts, and

(b)in paragraph 20 of Schedule 4A (group accounts: undertakings to be accounted for as associated undertakings),

the references in paragraphs (1) to (4) to the interest held by, and the purposes and activities of, the undertaking concerned shall be construed as references to the interest held by, and the purposes and activities of, the group (within the meaning of paragraph 1 of that Schedule).

F8mod. SR 1994/133

F9SR 1997/436

F10SR 1994/428

Notes to the accountsN.I.

269 .F11—(1) Information required by this Part to be given in notes to a company's annual accounts may be contained in the accounts or in a separate document annexed to the accounts.

(2) References in this Part to a company's annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts giving information which is required by any provision of this Order[F12 or international accounting standards], and required or allowed by any such provision to be given in a note to company accounts.

F11mod. SR 1994/133

F12SR 2004/496

Minor definitionsN.I.

270 .F13—[F14(1) In this Part—

(2) In the case of an undertaking not trading for profit, any reference in this Part to a profit and loss account is to an income and expenditure account; and references to profit and loss and, in relation to group accounts, to a consolidated profit and loss account shall be construed accordingly.

[F16(2A) References in this Part to accounts giving a “true and fair view” are references—

(a)in the case of Companies Order individual accounts, to the requirement under Article 234A that such accounts give a true and fair view;

(b)in the case of Companies Order group accounts, to the requirement under Article 235A that such accounts give a true and fair view; and

(c)in the case of IAS accounts, to the requirement under international accounting standards that such accounts achieve a fair presentation.]

(3) References in this Part to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted, at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.

This is 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 or losses of any description as realised.]

F13mod. SR 1994/133

F14Art. 270 repealed (20.1.2007 for the definition of "address" and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)

F15SR 2003/3

F16SR 2004/496

F17SI 2002/765

F20SR 2005/56

Index of defined expressionsN.I.

270A.  F28The following Table shows the provisions of this Part defining or otherwise explaining expressions used in this Part (other than expressions used only in the same Article or paragraph)—

[F29accounting reference date and accounting reference period][F29Article 232]
[F29accounting standards and applicable accounting standards][F29Article 264]
[F30address][F30Article 270(1)]
[F29annual accounts]
[F29(generally)][F29Article 270(1)]
[F29(includes notes to the accounts)][F29Article 269(2)]
[F29annual report][F29Article 270(1)]
[F29associated undertaking (in Schedule 4A)][F29paragraph 20 of that Schedule]
[F31auditable part (of a directors' remuneration report)][F31Article 243(5)]
[F29balance sheet (includes notes)][F29Article 269(2)]
[F29balance sheet date][F29Article 270(1)]
[F32banking activities (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F29banking group][F32Article 263A(4)]
[F32banking transcations (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F29capitalisation (in relation to work or costs)][F29Article 270(1)]
[F33Companies Order accounts][F33Section 270(1)]
[F33Companies Order group accounts][F33Articles 235(2) and 263A(6A)]
[F33Companies Order individual accounts][F33Articles 234(2) and 263(4A)]
[F29credit institution][F29Article 270(1)]
[F29current assets][F29Article 270(1)]
[F34directors' report][F34Article 242]
F35. . . F35. . .
[F36e-money issuer][F37Article 270]
[F29fellow subsidiary undertaking][F29Article 267(4)]
[F32financial fixed assets (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F29financial year][F29Article 231]
[F29fixed assets][F29Article 270(1)]
[F38general business (in Schedule 9)][F38paragraph 81 of Pt I of that Schedule]
[F29group][F29Article 270(1)]
[F33group accounts][F33Article 235(1)]
[F34group directors' report][F34Article 242]
F39. . . F39. . .
[F29group undertaking][F29Article 267(5)]
[F32historical cost accounting rules]
[F32— in Schedule 4][F32paragraph 29 of that Schedule]
[F40— in Schedule 8][F40paragraph 29 of that Schedule]
[F32— in Schedule 9][F32paragraph 39 of Part I of that Schedule]
[F38— in Schedule 9A][F38paragraph 29(b) of Part I of that Schedule]
[F33IAS accounts][F33Article 270(1)]
[F33IAS group accounts][F33Article 235(2) and (3)]
[F33IAS individual accounts][F33Article 234(2)]
[F33IAS Regulation][F33Article 270(1)]
[F29included in the consolidation and related expressions][F29Article 270(1)]
[F29individual accounts][F29Article 234(1)]
[F29insurance group][F32Article 263A(5)]
[F33international accounting standards][F33Article 270(1)]
[F41ISD investment firm][F42Article 270]
[F29lease, long lease and short lease]
[F29 —in Schedule 4][F29paragraph 82 of that Schedule]
[F32—in Schedule 9][F32paragraph 82 of Part I of that Schedule]
[F29—in][F38 Schedule 9A][F38paragraph 81 of Part I that Schedule]
[F29listed investment]
[F29—in Schedule 4][F29paragraph 83 of that Schedule]
[F40—in Schedule 8][F40paragraph 54 of that Schedule]
[F29—in][F38 Schedule 9A][F38paragraph 81 of Part I of that Schedule]
[F32listed security (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F38long term business (in Schedule 9A)][F38paragraph 81 of Part I of that Schedule]
[F38long term fund (in Schedule 9A)][F38paragraph 81 of Part I of that Schedule]
[F29notes to the accounts][F29Article 269(1)]
F43. . . F43. . .
[F29parent undertaking (and parent company)][F29Article 266 and Schedule 10A]
[F29participating interest][F29Article 268]
[F40pension costs]
[F40— in Schedule 4][F40paragraph 92(2) of that Schedule]
[F40— in Schedule 8][F40paragraph 59(2) of that Schedule]
[F40— in Schedule 9][F40paragraph 86(b) of Part I of that Schedule]
[F40— in Schedule 9A][F40paragraph 85(b) of Part I of that Schedule]
[F29period allowed for laying and delivering accounts and reports][F29Article 252]
[F38policy holder (in Schedule 9A)][F38paragraph 81 of Part I of that Schedule]
[F29profit and loss account]
[F29(includes notes)][F29Article 269(2)]
[F33(in relation to IAS accounts)][F33Article 270(1)]
[F29(in relation to a company not trading for profit)][F29Article 270(2)]
[F29provision]
[F29—in Schedule 4][F29paragraphs 87 and 88 of that Schedule]
[F40— in Schedule 8][F40paragraphs 57 and 58 of that Schedule]
[F32—in Schedule 9][F32paragraph 85 of Part I of that Schedule]
[F29—in][F38 Schedule 9A][F38paragraph 84 of Part I of that Schedule]
[F29—in][F38 provision for unexpired risks (in Schedule 9A)][F38paragraph 81 of Part I of that Schedule]
[F29purchase price][F29Article 270(1)]
[F29qualified][F29Article 270(1)]
[F31quoted company][F31Article 270(1)]
[F29realised losses and realised profits][F29Article 270(3)]
[F44“regulated activity”][F45Articles 2 and 270.]
[F32repayable on demand (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F46reporting accountant][F46Article 257C(1)]
[F29reserve (in[F32 Schedule 9A])][F29paragraph 32 of that Schedule]
[F32sale and repurchase transaction (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F32sale and option to resell transaction (in Schedule 9)][F32paragraph 82 of Part I of that Schedule]
[F29shares][F29Article 267(2)]
[F32social security costs]
[F32— in Schedule 4][F32paragraph 92(1) and (3) of that Schedule]
[F40— in Schedule 8][F40paragraphs 59(1) and (3) of that Schedule]
[F32— in Schedule 9][F32paragraph 86(a) and (c) of Part I of that Schedule]
[F38— in Schedule 9A][F38paragraph 85(a) and (c) of Part I of that Schedule]
[F29special provisions for banking and insurance companies and groups][F29Articles 263 and 263A]
[F29subsidiary undertaking][F29Article 266 and Schedule 10A]
[F38the 1982 Act (in Schedule 9A)][F38paragraph 81 of Part I of that Schedule]
[F33true and fair view][F33Article 270(2A)]
[F29turnover][F29Article 270(1)]
[F47UCITS management company][F48Article 270]
[F29undertaking and related expressions][F29Article 267(1) to (3).]

F28Art. 270A repealed (20.1.2007 for the entry "address" and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)

F30SR 2003/3

F31SR 2005/56

F32SR 1992/258

F33SR 2004/496

F34SR 2005/61

F35SR 2004/263

F38SR 1994/428

F40SR 1997/436

F46SR 1995/128