C1C2C3C4C5C6C7C8Part VII Accounts and Audit

Annotations:
Modifications etc. (not altering text)
C1

Pt. VII (ss. 221–262) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

C2

Part VII (ss. 221-262) continued by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(a)

C3

Part VII (ss. 221-262) amended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(2)(5)

C4

Part VII (ss. 221-262) extended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(3)(5)

C5

Part VII (ss. 221-262) modified by S.I. 1990/355, arts. 6, 7, Sch. 2 paras. 1(4)(5), 3(2)(3)

C6

Part VII (ss. 221-262) excluded by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 3(1)(3)

C7

Part VII (ss. 221-262) restricted by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(b)

Pt. VII (ss. 221-262) applied (with modifications) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. paras.1, 2 (as amended (1.10.2005) by S.I. 2005/1987, reg. 3)

Pt. VII (ss. 221-262) applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 3, Sch. 1 (as amended (4.3.2004) by S.I. 2004/355, art. 8, (1.10.2005) by S.I. 2005/1989, reg. 2, Sch. 1 and (12.1.2006) by S.I. 2005/3442, reg. 2(2)(b), Sch. 2 para. 3(1))

Chapter III Supplementary Provisions

Other interpretation provisions

C9259 Meaning of “undertaking” and related expressions.

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 alloted 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.

C10260F1 Participating interests.

1

In this Part “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 subsection (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 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 section an interest held on behalf of an undertaking shall be treated as held by it.

5

F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

In the balance sheet and profit and loss formats set out in Part I of Schedule 4 F3Part I of Schedule 8, Schedule 8A,F2, 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 section 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 subsections (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).

261F5 Notes to the accounts.

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 Act F6or international accounting standards , and required or allowed by any such provision to be given in a note to company accounts.

262F7 Minor definitions.

1

In this Part—

  • F8 “address”, except in section 228, in relation to electronic communications, includes any number or address used for the purposes of such communications

  • “annual accounts” means—

    1. a

      the individual accounts required by section 226, and

    2. b

      any group accounts required by section 227,

    (but see also section 230 (treatment of individual profit and loss account where group accounts prepared));

  • “annual report”, in relation to a company, means the directors’ report required by section 234;

  • “balance sheet date” means the date as at which the balance sheet was made up;

  • “capitalisation”, in relation to work or costs, means treating that work or those costs as a fixed asset;

  • F13“Companies Act accounts” means Companies Act individual accounts or Companies Act group accounts;

  • F9 “credit institution” means a credit institution as defined in F11article 1(1)(a) of Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions, that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account;

  • F10. . .

  • “fixed assets” means assets of a company which are intended for use on a continuing basis in the company’s activities, and “current assets” means assets not intended for such use;

  • “group” means a parent undertaking and its subsidiary undertakings;

  • F14“IAS accounts” means IAS individual accounts or IAS group accounts;

  • F15“IAS Regulation” means EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19th July 2002 on the application of international accounting standards;

  • “included in the consolidation”, in relation to group accounts, or “included in consolidated group accounts”, means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly;

  • F16“international accounting standards” means the international accounting standards, within the meaning of the IAS Regulation, adopted from time to time by the European Commission in accordance with that Regulation;

  • F17“profit and loss account”, in relation to a company that prepares IAS accounts, includes an income statement or other equivalent financial statement required to be prepared by international accounting standards;

  • “purchase price”, in relation to an asset of a company or any raw materials or consumables used in the production of such an asset, includes any consideration (whether in cash or otherwise) given by the company in respect of that asset or those materials or consumables, as the case may be;

  • “qualified”, in relation to an auditors’ report, means that the report does not state the auditors’ unqualified opinion that the accounts have been properly prepared in accordance with this Act or, in the case of an undertaking not required to prepare accounts in accordance with this Act, under any corresponding legislation under which it is required to prepare accounts;

  • F12“quoted company” means a company whose equity share capital—

    1. a

      has been included in the official list in accordance with the provisions of Part VI of the Financial Services and Markets Act 2000; or

    2. b

      is officially listed in an EEA State; or

    3. c

      is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq;

    and in paragraph (a) “the official list” shall have the meaning given it by section 103(1) of the Financial Services and Markets Act 2000;

  • F20“regulated activity” has the meaning given by section 744, except that it does not include activities of the kind specified in any of the following provisions of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001—

    1. a

      article 25A (arranging regulated mortgage contracts),

    2. aa

      F21article 25B (arranging regulated home reversion plans),

    3. ab

      article 25C (arranging regulated home purchase plans),

    4. b

      article 39A (assisting administration and performance of a contract of insurance),

    5. c

      article 53A (advising on regulated mortgage contracts), F22. . .

    6. ca

      article 53B (advising on regulated home reversion plans),

    7. cb

      article 53C (advising on regulated home purchase plans), or

    8. d

      article 21 (dealing as agent), article 25 (arranging deals in investments) or article 53 (advising on investments) where the activity concerns relevant investments that are not contractually based investments (within the meaning of article 3 of that Order);

  • F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “turnover”, in relation to a company, means the amounts derived from the provision of goods and services falling within the company’s ordinary activities, after deduction of—

    1. i

      trade discounts,

    2. ii

      value added tax, and

    3. iii

      any other taxes based on the amounts so derived.

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.

F192A

References in this Part to accounts giving a “true and fair view” are references–

a

in the case of Companies Act individual accounts, to the requirement under section 226A that such accounts give a true and fair view;

b

in the case of Companies Act group accounts, to the requirement under section 227A 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.

262AF23 Index of defined expressions.

The 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 section or paragraph)—

accounting reference date and accounting reference period

section 224

accounting standards and applicable accounting standards

section 256

F24 “address”

F24section 2 62(1)

annual accounts (generally)

section 262(1)

(includes notes to the accounts)

section 261(2)

annual report

section 262(1)

associated undertaking (in Schedule 4A)

paragraph 20 of that Schedule

F45auditable part (of a directors’ remuneration report)

section 235(5)

balance sheet (includes notes)

section 261(2)

balance sheet date

section 262(1)

F25. . .

F25. . .

banking group

F26section 255A(4)

F25. . .

F25. . .

capitalisation (in relation to work or costs)

section 262(1)

F47Companies Act accounts

Section 262(1)

F48Companies Act group accounts

Sections 227(2) and 255A(6A)

F49Companies Act individual accounts

Sections 226(2) and 255(4A)

credit institution

section 262(1)

current assets

section 262(1)

F58directors' report

section 23

F27. . .”

F27. . .

fellow subsidiary undertaking

section 259(4)

F28financial fixed assets (in Schedule 9)

F28paragraph 82 of Part I of that Schedule

financial year

section 223

fixed assets

section 262(1)

F29 “general business” (in Schedule 9A)

paragraph 81 of Part I of that Schedule

group

section 262(1)

F50group accounts

Section 227(1)

F59group directors' report

section 234

F61. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F61. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

group undertaking

section 259(5)

F30historical cost accounting rules

F30- in Schedule 4

F30paragraph 29 of that Schedule

F31—in Schedule 8

paragraph 29 of that Schedule

F30-in Schedule 9

F30paragraph 39 of Part I of that Schedule

F32—in Schedule 9A

paragraph 20(1) of Part I of that Schedule

F51IAS accounts

Section 262(1)

F52IAS group accounts

Section 227(2) and (3)

F53IAS individual accounts

Section 226(2)

F54IAS Regulation

Section 262(1)

included in the consolidation and related expressions

section 262(1)

individual accounts

section 262(1)

insurance group

F26section 255A(5)

F55international accounting standards

Section 262(1)

land of freehold tenure and land of leasehold tenure (in relation to Scotland)— in Schedule 4

paragraph 93 of that Schedule

F33-in Schedule 9

F33paragraph 86 of Part I of that Schedule

F34—inSchedule 9A

paragraph 85 of Part I of that Schedule

lease, long lease and short lease— in Schedule 4

paragraph 83 of that Schedule

F33- in Schedule 9

F33paragraph 82 of Part I of that Schedule

F35—inSchedule 9A

paragraph 81 of Part I of that Schedule

listed investment—in Schedule 4

paragraph 84 of that Schedule

F36—in Schedule 8

paragraph 54 of that Schedule

F37—in Schedule 9A

paragraph 81 of Part I of that Schedule

F28listed security (in Schedule 9)

F28paragraph 82 of Part I of that Schedule

F29 “long term business” (in Schedule 9A)

paragraph 81 of Part I of that Schedule

F29 “long term fund” (in Schedule 9A)

paragraph 81 of Part I of that Schedule

notes to the accounts

section 261(1)

F62. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F62. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

parent undertaking (and parent company)

section 258 and Schedule 10A

participating interest

section 260

F38pension costs—in Schedule 4

F38paragraph 94(2) of that Schedule

F38—in Schedule 8

F38paragraph 59(2) of that Schedule

F38—in Schedule 9

F38paragraph 87(b) of Part I of that Schedule

F38—in Schedule 9A

F38paragraph 86(b) of Part I of that Schedule

period allowed for laying and delivering accounts and reports

section 244

F29 “policy holder” (in Schedule 9A)

paragraph 81 of Part I of that Schedule

profit and loss account(includes notes)

section 261(2)

F56(in relation to IAS accounts)

Section 262(1)

(in relation to a company not trading for profit)

section 262(2)

F29 “provision for unexpired risks” (in Schedule 9A)

paragraph 81 of Part I of that Schedule

provision—in Schedule 4

paragraphs 88 and 89 of that Schedule

F39“—in Schedule 8

paragraphs 57 and 58 of that Schedule

F33- in Schedule 9

F33paragraph 85 of Part I of that Schedule

F40—in Schedule 9A

paragraph 84 of Part I of that Schedule

purchase price

section 262(1)

qualified

section 262(1)

F46quoted company

section 262(1)

realised losses and realised profits

section 262(3)

F60“regulated activity”

sections 262 and 744

F28repayable on demand (in Schedule 9)

F28paragraph 82 of Part I of that Schedule

F41reporting accountant

section 249C(1)

F63. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F63. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

reserve (in F42Schedule 9A)

paragraph 32 of that Schedule

F28saleand option to resell transaction (in Schedule 9)

F28paragraph 82 of Part I of that Schedule

F28sale and repurchase transaction (in Schedule 9)

F28paragraph 82 of Part I of that Schedule

shares

section 259(2)

F30social security costs

F30-in Schedule 4

F30paragraph 94(1) and (3) of that Schedule

F43—in Schedule 8

paragraph 59(1) and (3) of that Schedule

F30- in Schedule 9

F30paragraph 87(a) and (c) of Part I of that Schedule

F44—in Schedule 9A

paragraph 86(a) and (c) of Part I of that Schedule

special provisions for banking and insurance companies and groups

sections 255 and 255A

subsidiary undertaking

section 258 and Schedule 10A

F29 “the 1982 Act” (in Schedule 9A)

paragraph 81 of Part I of that Schedule

F57true and fair view

Section 262(2A)

turnover

section 262(1)

undertaking and related expressions

section 259(1) to (3)