SCHEDULES
SCHEDULE 5DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS
PART ICOMPANIES NOT REQUIRED TO PREPARE GROUP ACCOUNTS
Subsidiary undertakings
1
1
The following information shall be given where at the end of the financial year the company has subsidiary undertakings.
2
The name of each subsidiary undertaking shall be stated.
3
There shall be stated with respect to each subsidiary undertaking—
a
if it is incorporated outside Northern Ireland, the country in which it is incorporated;
b
if it is unincorporated, the address of its principal place of business.
4
The reason why the company is not required to prepare group accounts shall be stated.
5
If the reason is that all the subsidiary undertakings of the company fall within the exclusions provided for in Article 237, it shall be stated with respect to each subsidiary undertaking which of those exclusions applies.
Holdings in subsidiary undertakings
2
1
There shall be stated in relation to shares of each class held by the company in a subsidiary undertaking—
a
the identity of the class, and
b
the proportion of the nominal value of the shares of that class represented by those shares.
2
The shares held by or on behalf of the company itself shall be distinguished from those attributed to the company which are held by or on behalf of a subsidiary undertaking.
Financial information about subsidiary undertakings
3
1
There shall be disclosed with respect to each subsidiary undertaking—
a
the aggregate amount of its capital and reserves as at the end of its relevant financial year, and
b
its profit or loss for that year.
2
That information need not be given if the company is exempt by virtue of Article 236 from the requirement to prepare group accounts (parent company included in accounts of larger group).
F22A
That information need not be given if the company's investment in the subsidiary undertaking is included in the company's accounts by way of the equity method of valuation.
3
That information need not be given if—
a
the subsidiary undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and
b
the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.
4
Information otherwise required by this paragraph need not be given if it is not material.
5
For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—
a
if its financial year ends with that of the company, that year, and
b
if not, its financial year ending last before the end of the company's financial year.
Financial years subsidiary undertakings
4
Where—
a
disclosure is made under paragraph 3(1) with respect to a subsidiary undertaking, and
b
that undertaking's financial year does not end with that of the company,
there shall be stated in relation to that undertaking the date on which its last financial year ended (last before the end of the company's financial year).
Para. 5 rep. by SR 1997/314
Significant holdings in undertakings other than subsidiary undertakings
7
1
The information required by paragraphs 8 and 9 shall be given where at the end of the financial year the company has a significant holding in an undertaking which is not a subsidiary undertaking of the company.
2
A holding is significant for this purpose if—
a
it amounts toF4 20 per cent. or more of the nominal value of any class of shares in the undertaking, or
b
the amount of the holding (as stated or included in the company's accounts) exceedsF4 one‐fifth of the amount (as so stated) of the company's assets.
8
1
The name of the undertaking shall be stated.
2
There shall be stated—
a
if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;
b
if it is unincorporated, the address of its principal place of business.
3
There shall also be stated—
a
the identity of each class of shares in the undertaking held by the company, and
b
the proportion of the nominal value of the shares of that class represented by those shares.
9
1
F5. . . ,there shall also be stated—
a
the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and
b
its profit or loss for that year.
2
That information need not be given if—
a
the company is exempt by virtue of Article 236 from the requirement to prepare group accounts (parent company included in accounts of larger group), and
b
the investment of the company in all undertakings in which it has such a holding as is mentioned in sub‐paragraph (1) is shown, in aggregate, in the notes to the accounts by way of the equity method of valuation.
3
That information need not be given in respect of an undertaking if—
a
the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and
b
the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.
4
Information otherwise required by this paragraph need not be given if it is not material.
5
For the purposes of this paragraph the “relevant financial year” of an undertaking is—
a
if its financial year ends with that of the company, that year, and
b
if not, its financial year ending last before the end of the company's financial year.
Membership of certain undertakings
9A
1
The information required by this paragraph shall be given where at the end of the financial year the company is a member of a qualifying undertaking.
2
There shall be stated—
a
the name and legal form of the undertaking, and
b
the address of the undertaking's registered office (whether in or outside Northern Ireland) or, if it does not have such an office, its head office (whether in or outside Northern Ireland).
3
Information otherwise required by sub-paragraph (2) need not be given if it is not material.
4
In this paragraph—
“member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations (Northern Ireland) 1994.
“qualifying undertaking” means a qualifying partnership or a qualifying company.
Para. 10 rep. by SR 1997/314
Parent undertaking drawing up accounts for larger group
11
1
Where the company is a subsidiary undertaking, the following information shall be given with respect to the parent undertaking of—
a
the largest group of undertakings for which group accounts are drawn up and of which the company is a member, and
b
the smallest such group of undertakings.
2
The name of the parent undertaking shall be stated.
3
There shall be stated—
a
if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;
b
if it is unincorporated, the address of its principal place of business.
4
If copies of the group accounts referred to in sub‐paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.
Identification of ultimate parent company
12
1
Where the company is a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being the company's ultimate parent company.
2
The name of that company shall be stated.
3
If known to the directors, there shall be stated, if that company is incorporated outside Northern Ireland, the country in which it is incorporated.
4
In this paragraph “company” includes any body corporate.