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Companies Act 1985

Status:

This is the original version (as it was originally enacted).

SCHEDULES

Section 10.

SCHEDULE 1Particulars of Directors etc to be Contained in Statement Under Section 10

Directors

1—Subject as provided below, the statement under section 10(2) shall contain the following particulars with respect to each person named as director—

(a)in the case of an individual, his present Christian name and surname, any former Christian name or surname, his usual residential address, his nationality, his business occupation (if any), particulars of any other directorships held by him, or which have been held by him and, in the case of a company subject to section 293, the date of his birth ;

(b)in the case of a corporation, its corporate name and registered or principal office.

2(1)It is not necessary for the statement to contain particulars of a directorship—

(a)which has not been held by a director at any time during the 5 years preceding the date on which the statement is delivered to the registrar,

(b)which is held by a director in a company which—

(i)is dormant or grouped with the company delivering the statement, and

(ii)if he also held that directorship for any period during those 5 years, was for the whole of that period either dormant or so grouped,

(c)which was held by a director for any period during those 5 years in a company which for the whole of that period was either dormant or grouped with the company delivering the statement.

(2)For these purposes, " company " includes any body corporate incorporated in Great Britain ; and—

(a)section 252(5) applies as regards whether and when a company is or has been " dormant ", and

(b)a company is treated as being or having been at any time grouped with another company if at that time it is or was a company of which that other is or was a wholly-owned subsidiary, or if it is or was a wholly-owned subsidiary of the other or of another company of which that other is or was a wholly-owned subsidiary.

Secretaries

3(1)The statement shall contain the following particulars with respect to the person named as secretary or, where there are to be joint secretaries, with respect to each person named as one of them—

(a)in the case of an individual, his present Christian name and surname, any former Christian name or surname and his usual residential address,

(b)in the case of a corporation or a Scottish firm, its corporate or firm name and registered or principal office.

(2)However, if all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the particulars otherwise required by this paragraph.

Interpretation

4In paragraphs 1 and 3 above—

(a)" Christian name " includes a forename,

(b)" surname", in the case of a peer or a person usually known by a title different from his surname, means that tide,

(c)the reference to a former Christian name or surname does not include—

(i)in the case of a peer or a person usually known by a British tide different from his surname, the name by which he was known previous to the adoption of or succession to the tide, or

(ii)in the case of any person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 or has been changed or disused for a period of not less than 20 years, or

(iii)in the case of a married woman, the name or surname by which she was known previous to the marriage.

Sections 23, 145, 146, 148.

SCHEDULE 2Interpretation of References to " Beneficial Interest "

Residual interests under pension and employees' share schemes

1(1)Where shares in a company are held on trust for the purposes of a pension scheme or an employees' share scheme, there is to be disregarded any residual interest which has not vested in possession, being an interest of the company or, as respects—

  • section 23(4),

  • paragraph 60(2) of Schedule 4, or

  • paragraph 19(3) of Schedule 9,

of any subsidiary of the company.

(2)In this paragraph, "a residual interest" means a right of the company or subsidiary in question (" the residual beneficiary ") to receive any of the trust property in the event of—

(a)all the liabilities arising under the scheme having been satisfied or provided for, or

(b)the residual beneficiary ceasing to participate in the scheme, or

(c)the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.

(3)In sub-paragraph (2), references to a right include a right dependent on the exercise of a discretion vested by the scheme in the trustee or any other person; and references to liabilities arising under a scheme include liabilities that have resulted or may result from the exercise of any such discretion.

(4)For purposes of this paragraph, a residual interest vests in possession—

(a)in a case within (a) of sub-paragraph (2), on the occurrence of the event there mentioned, whether or not the amount of the property receivable pursuant to the right mentioned in that sub-paragraph is then ascertained, and

(b)in a case within (b) or (c) of that sub-paragraph, when the residual beneficiary becomes entitled to require the trustee to transfer to that beneficiary any of the property receivable pursuant to that right

(5)As respects paragraph 60(2) of Schedule 4 and paragraph 19(3) of Schedule 9, sub-paragraph (1) has effect as if references to shares included debentures.

2(1)The following has effect as regards the operation of sections 23, 144, 145 and 146 to 149 in cases where a residual interest vests in possession.

(2)Where by virtue of the vesting in possession of a residual interest a subsidiary ceases to be exempt from section 23, that section does not prevent the subsidiary from continuing to be a member of its holding company ; but subject to subsection (4) of that section, the subsidiary has no right from the date of vesting to vote at meetings of the holding company or any class of its members.

(3)Where by virtue of paragraph 1 of this Schedule any shares are exempt from section 144 or 145 at the time when they are issued or acquired but the residual interest in question vests in possession before they are disposed of or fully paid up, those sections apply to the shares as if they had been issued or acquired on the date on which that interest vests in possession.

(4)Where by virtue of paragraph 1 any shares are exempt from sections 146 to 149 at the lime when they are acquired but the residual interest in question vests in possession before they are disposed of, those sections apply to the shares as if they had been acquired on the date on which that interest vests in possession.

(5)The above sub-paragraphs apply irrespective of the date on which the residual interest vests or vested in possession; but where the date on which it vested was before 26th July 1983 (the passing of the [1983 c. 50.] Companies (Beneficial Interests) Act 1983), they have effect as if the vesting had occurred on that date.

Employer's charges and other rights of recovery

3(1)Where shares in a company are held on trust, there are to be disregarded—

(a)if the trust is for the purposes of a pension scheme, any such rights as are mentioned in the following sub-paragraph, and

(b)if the trust is for the purposes of an employees' share scheme, any such rights as are mentioned in (a) of the sub-paragraph,

being rights of the company or, as respects section 23(4), paragraph 60(2) of Schedule 4 or paragraph 19(3) of Schedule 9 of any subsidiary of the company.

(2)The rights referred to are—

(a)any charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member, and

(b)any right to receive from the trustee of the scheme, or as trustee of the scheme to retain, an amount that can be recovered or retained under section 47 of the [1975 c. 60.] Social Security Pensions Act 1975 (deduction of premium from refund of contributions) or otherwise as reimbursement or partial reimbursement for any state scheme premium paid in connection with the scheme under Part III of that Act.

(3)As respects paragraph 60(2) of Schedule 4 and paragraph 19(3) of Schedule 9, sub-paragraph (1) has effect as if references to shares included debentures.

Trustee's right to expenses, remuneration, indemnity, etc.

4(1)Where a company is a trustee (whether as personal representative or otherwise), there are to be disregarded any rights which the company has in its capacity as trustee including, in particular, any right to recover its expenses or be remunerated out of the trust property and any right to be indemnified out of that property for any liability incurred by reason of any act or omission of the company in the performance of its duties as trustee.

(2)As respects section 23(4), paragraph 60(2) of Schedule 4 and paragraph 19(3) of Schedule 9, sub-paragraph (1) has effect as if references to a company included any body corporate which is a subsidiary of a company.

Supplementary

5(1)The following applies for the interpretation of this Schedule.

(2)" Pension scheme " means any scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees ; and " relevant benefits " means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.

(3)In sub-paragraph (2) of this paragraph, and in paragraph 3(2)(a), " employer " and "" employee " are to be read as if a director of a company were employed by it.

Sections 56, et passim in Part III.

SCHEDULE 3Mandatory Contents of Prospectus

PART IMatters to be Stated

The company's proprietorship, management and its capital requirement

1(1)The prospectus must state—

(a)the number of founders or management or deferred shares (if any) and the nature and extent of the interest of the holders in the property and profits of the company ;

(b)the number of shares (if any) fixed by the company's articles as the qualification of a director, and any provision in the articles as to the remuneration of directors ; and

(c)the names, descriptions and addresses of the directors or proposed directors.

(2)As this paragraph applies for the purposes of section 72(3), sub-paragraph (1)(b) is to be read with the substitution for the reference to the company's articles of a reference to its constitution.

(3)Sub-paragraphs (1)(b) and (1)(c) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

2Where shares are offered to the public for subscription, the prospectus must give particulars as to—

(a)the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums (or, if any part of them is to be defrayed in any other manner, the balance of the sums) required to be provided in respect of each of the following—

(i)the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue,

(ii)any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company,

(iii)the repayment of any money borrowed by the company in respect of any of the foregoing matters,

(iv)working capital, and

(b)the amounts to be provided in respect of the matters above mentioned otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.

Details relating to the offer

3(1)The prospectus must state—

(a)the time of the opening of the subscription lists, and

(b)the amount payable on application and allotment on each share (including the amount, if any, payable by way of premium).

(2)In the case of a second or subsequent offer of shares, there must also be stated the amount offered for subscription on each previous allotment made within the 2 preceding years, the amount actually allotted and the amount (if any) paid on the shares so allotted, including the amount (if any) paid by way of premium.

4(1)There must be stated the number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for.

(2)The following particulars of the option must be given—

(a)the period during which it is exercisable,

(b)the price to be paid for shares or debentures subscribed for under it,

(c)the consideration (if any) given or to be given for it or the right to it,

(d)the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

(3)References in this paragraph to subscribing for shares or debentures include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

5The prospectus must state the number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash ; and—

(a)in the latter case the extent to which they are so paid up, and

(b)in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

Property acquired or to be acquired by the company

6(1)For purposes of the following two paragraphs, " relevant property" is property purchased or acquired by the company, or proposed so to be purchased or acquired,

(a)which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or

(b)the purchase or acquisition of which has not been completed at the date of the issue of the prospectus.

(2)But those two paragraphs do not apply to property—

(a)the contract for whose purchase or acquisition was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract, or

(b)as respects which the amount of the purchase money is not material.

7As respects any relevant property, the prospectus must state—

(a)the names and addresses of the vendors,

(b)the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor,

(c)short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.

8There must be stated the amount (if any) paid or payable as purchase money in cash, shares or debentures for any relevant property, specifying the amount (if any) payable for goodwill.

9(1)The following applies for the interpretation of paragraphs 6, 7 and 8.

(2)Every person is deemed a vendor who has entered into any contract (absolute or conditional) for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where—

(a)the purchase money is not fully paid at the date of the issue of the prospectus,

(b)the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus,

(c)the contract depends for its validity or fulfilment on the result of that issue.

(3)Where any property to be acquired by the company is to be taken on lease, paragraphs 6, 7 and 8 apply as if " vendor " included the lessor, " purchase money " included the consideration for the lease, and " sub-purchaser " included a sub-lessee.

(4)For purposes of paragraph 7, where the vendors or any of them are a firm, the members of the firm are not to be treated as separate vendors.

Commissions, preliminary expenses, etc.

10(1)The prospectus must state—

(c)the amount (if any) paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission,

(b)the amount or estimated amount of any preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.

(c)any amount or benefit paid or given within the 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

(2)Sub-paragraph (1)(b) above, so far as it relates to preliminary expenses, does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

Contracts

11(1)The prospectus must give the dates of, parties to and general nature of every material contract

(2)This does not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or a contract entered into more than 2 years before the date of issue of the prospectus.

Auditors

12The prospectus must state the names and addresses of the company's auditors (if any).

Interests of directors

13(1)The prospectus must give full particulars of—

(a)the nature and extent of the interest (if any) of every director in the promotion of, or in the property proposed to be acquired by, the company, or

(b)where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm.

(2)With the particulars under sub-paragraph (1)(b) must be provided a statement of all sums paid or agreed to be paid to the director or the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or the firm in connection with the promotion or formation of the company.

(3)This paragraph does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

Other matters

14If the prospectus invites the public to subscribe for shares in the company and the company's share capital is divided into different classes of shares, the prospectus must state the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

15In the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the prospectus must state the length of time during which the business of the company (or the business to be acquired, as the case may be) has been carried on.

PART IIAuditors' and accountants' reports to be set out in prospectus

Auditors' report

16(1)The prospectus shall set out a report by the company's auditors with respect to—

(a)profits and losses and assets and liabilities, in accordance with sub-paragraphs (2) and (3) below, as the case requires, and

(b)the rates of the dividends (if any) paid by the company in respect of each class of shares in respect of each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years.

If no accounts have been made up in respect of any part of the S years ending on a date 3 months before the issue of the prospectus, the report shall contain a statement of that fact

(2)If the company has no subsidiaries, the report shall—

(a)deal with profits and losses of the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)deal with the assets and liabilities of the company at the last date to which the company's accounts were made up.

(3)If the company has subsidiaries, the report shall—

(a)deal separately with the company's profits or losses as provided by sub-paragraph (2), and in addition deal either—

(i)as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company, or

(ii)individually with the profits or losses of each subsidiary, so far as they concern members of the company,

or, instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company and (so far as they concern members of the company) with the combined profits and losses of its subsidiaries ; and

(b)deal separately with the company's assets and liabilities as provided by sub-paragraph (2), and in addition deal either—

(i)as a whole with the combined assets and liabilities of its subsidiaries, with or without the company's assets and liabilities, or

(ii)individually with the assets and liabilities of each subsidiary. indicating, as respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company.

Accountants' reports

17If the proceeds of the issue of the shares or debentures are to be applied directly or indirectly in the purchase of any business, or any part of the proceeds of the issue is to be so applied, there shall be set out in the prospectus a report made by accountants upon—

(a)the profits or losses of the business in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)the assets and liabilities of the business at the last date to which the accounts of the business were made up.

18(1)The following applies if—

(a)the proceeds of the issue are to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate, or any part of the proceeds is to be so applied, and

(b)by reason of that acquisition or anything to be done in consequence of or in connection with it, that body corporate will become a subsidiary of the company.

(2)There shall be set out in the prospectus a report made by accountants upon—

(a)the profits or losses of the other body corporate in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)the assets and liabilities of the other body corporate at the last date to which its accounts were made up.

(3)The accountants' report required by this paragraph shall—

(a)indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, and

(b)where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by paragraph 16(3) above in relation to the company and its subsidiaries.

Provisions interpreting preceding paragraphs, and modifying them in certain cases

19If in the case of a company which has been carrying on business, or of a business which has been carried on for less than 5 years, the accounts of the company or business have only been made up in respect of 4 years, 3 years, 2 years or one year, the preceding paragraphs of this Part have effect as if references to 4 years, 3 years, 2 years or one year (as the case may be) were substituted for references to 5 years.

20The expression " financial year" in this Part means the year in respect of which the accounts of the company or of the business (as the case may be) are made up; and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts have been made up for a period greater or less than one year, that greater or less period is for purposes of this Part deemed to be a financial year.

21Any report required by this Part shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary, or shall make those adjustments and indicate that adjustments have been made.

22(1)A report required by paragraph 17 or 18 shall be made by accountants qualified under this Act for appointment as auditors of a company.

(2)Such a report shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company or the company's subsidiary or holding company or of a subsidiary of the company's holding company.

In this paragraph, " officer " includes a proposed director, but not an auditor.

(3)The accountants making any report required for purposes of paragraph 17 or 18 shall be named in the prospectus.

Section 228, 230.

SCHEDULE 4Form and Content of Company Accounts

PART IGeneral Rules and Formats

Section AGeneral Rules

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

(a)every balance sheet of a 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 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.

2(1)Where in accordance with paragraph 1 a 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 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 company's balance sheet or profit and loss account may be shown in greater detail than required by the format adopted.

(2)A 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 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 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 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 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 company shall show the amount of the company's profit or loss on ordinary activities before taxation.

(7)Every profit and loss account of a company shall show separately as additional items—

(a)any amount set aside or proposed to be set aside to, or withdrawn or proposed to be withdrawn from, reserves; and

(b)the aggregate amount of any dividends paid and proposed.

4(1)In respect of every time shown in a 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 shall be adjusted and particulars of the adjustment and the reasons for it 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.

5Amounts 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.

Section BThe Required Formats for Accounts Preliminary

6References 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.

7A 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.

8In the notes following the formats—

(a)the heading of each note gives the required heading or subheading 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.

Balance Sheet FormatsFormat 1
A.

Called up share capital not paid (1)

B.

Fixed assets

I

Intangible assets

1.

Development costs

2.

Concessions, patents, licences, trade marks and similar rights and assets (2)

3.

Goodwill (3)

4.

Payments on account

II

Tangible assets

1.

Land and buildings

2.

Plant and machinery

3.

Fixtures, fittings, tools and equipment

4.

Payments on account and assets in course of construction

III

Investments

1.

Shares in group companies

2.

Loans to group companies

3.

Shares in related companies

4.

Loans to related companies

5.

Other investments other than loans

6.

Other loans

7.

Own shares (4)

C.

Current assets

I

Stocks

1.

Raw materials and consumables

2.

Work in progress

3.

Finished goods and goods for resale

4.

Payments on account

II

Debtors (5)

1.

Trade debtors

2.

Amounts owed by group companies

3.

Amounts owed by related companies

4.

Other debtors

5.

Called up share capital not paid (1)

6.

Prepayments and accrued income (6)

III

Investments

1.

Shares in group companies

2.

Own shares (4)

3.

Other investments

IV

Cash at bank and in hand

D.

Prepayments and accrued income (6).

E.

Creditors: amounts falling due within one year

1.

Debenture loans (7)

2.

Bank loans and overdrafts

3.

Payments received on account (8)

4.

Trade creditors

5.

Bills of exchange payable

6.

Amounts owed to group companies

7.

Amounts owed to related companies

8.

Other creditors including taxation and social security (9)

9.

Accruals and deferred income (10)

F.

Net current assets (liabilities) (11)

G.

Total assets less current liabilities

H.

Creditors: amounts falling due after more than one year

1.

Debenture loans (7)

2.

Bank loans and overdrafts

3.

Payments received on account (8)

4.

Trade creditors

5.

Bills of exchange payable

6.

Amounts owed to group companies

7.

Amounts owed to related companies

8.

Other creditors including taxation and social security (9)

9.

Accruals and deferred income (10)

I.

Provisions for liabilities and charges

1.

Pensions and similar obligations

2.

Taxation, including deferred taxation

3.

Other provisions

J.

Accruals and deferred income (10)

K.

Capital and reserves

I

Called up share capital (12)

II

Share premium account

III

Revaluation reserve

IV

Other reserves

1.

Capital redemption reserve

2.

Reserve for own shares

3.

Reserves provided for by the articles of association

4.

Other reserves

V

Profit and loss account

Balance Sheet FormatsFormat 2
  • ASSETS

    A.

    Called up share capital not paid (1)

    B.

    Fixed assets

    I

    Intangible assets

    1.

    Development costs

    2.

    Concessions, patents, licences, trade marks and similar rights and assets (2)

    3.

    Goodwill (3)

    4.

    Payments on account

    II

    Tangible assets

    1.

    Land and buildings

    2.

    Plant and machinery

    3.

    Fixtures, fittings, tools and equipment

    4.

    Payments on account and assets in course of construction

    III

    Investments

    1.

    Shares in group companies

    2.

    Loans to group companies

    3.

    Shares in related companies

    4.

    Loans to related companies

    5.

    Other investments other than loans

    6.

    Other loans

    7.

    Own shares (4)

    C.

    Current assets

    I

    Stocks

    1.

    Raw materials and consumables

    2.

    Work in progress

    3.

    Finished goods and goods for resale

    4.

    Payments on account

    II

    Debtors (5)

    1.

    Trade debtors

    2.

    Amounts owed by group companies

    3.

    Amounts owed by related companies

    4.

    Other debtors

    5.

    Called up share capital not paid (1)

    6.

    Prepayments and accrued income (6)

    III

    Investments

    1.

    Shares in group companies

    2.

    Own shares (4)

    3.

    Other investments

    IV

    Cash at bank and in hand

    D.

    Prepayments and accrued income (6)

  • LIABILITIES

    A.

    Capital and reserves

    I

    Called up share capital (12)

    II

    Share premium account

    III

    Revaluation reserve

    IV

    Other reserves

    1.

    Capital redemption reserve

    2.

    Reserve for own shares

    3.

    Reserves provided for by the articles of association

    4.

    Other reserves

    V

    Profit and loss account

    B.

    Provisions for liabilities and charges

    1.

    Pensions and similar obligations

    2.

    Taxation including deferred taxation

    3.

    Other provisions

    C.

    Creditors (13)

    1.

    Debenture loans (7)

    2.

    Bank loans and overdrafts

    3.

    Payments received on account (8)

    4.

    Trade creditors

    5.

    Bills of exchange payable

    6.

    Amounts owed to group companies

    7.

    Amounts owed to related companies

    8.

    Other creditors including taxation and social security (9)

    9.

    Accruals and deferred income (10)

    D.

    Accruals and deferred income (10)

Notes on the balance sheet formats
(1)

Called up share capital not paid

(Formats 1 and 2, items A and C.II.5.)

  • This item may be shown in either of the two positions given in Formats 1 and 2.

(2)

Concessions, patents, licences, trade marks and similar rights and assets

(Formats 1 and 2, item B.I.2.)

  • Amounts in respect of assets shall only be included in a company's balance sheet under this item if either—

    (a)

    the assets were acquired for valuable consideration and are not required to be shown under goodwill; or

    (b)

    the assets in question were created by the company itself.

(3)

Goodwill

(Formats 1 and 2, item B.I.3.)

  • Amounts representing goodwill shall only be included to the extent that the goodwill was acquired for valuable consideration.

(4)

Own shares

(Formats 1 and 2, items B.III.7 and C.III.2.)

  • The nominal value of the shares held shall be shown separately.

(5)

Debtors

(Formats 1 and 2, items C.II.1 to 6.)

  • The amount falling due after more than one year shall be shown separately for each item included under debtors.

(6)

Prepayments and accrued income

(Formats 1 and 2, items C.II.6 and D.)

  • This item may be shown in either of the two positions given in Formats 1 and 2.

(7)

(7) Debenture loans

(Format 1, items E.1 and H.1 and Format 2, item C.1.)

  • The amount of any convertible loans shall be shown separately.

(8)

Payments received on account

(Format 1, items E.3 and H.3 and Format 2, item C.3.)

  • Payments received on account of orders shall be shown for each of these items in so far as they are not shown as deductions from stocks.

(9)

Other creditors including taxation and social security

(Format 1, items E.8 and H.8 and Format 2, item C.8.)

  • The amount for creditors in respect of taxation and social security shall be shown separately from the amount for other creditors.

(10)

Accruals and deferred income

(Format 1, items E.9, H.9 and J and Format 2, items C.9 and D.)

  • The two positions given for this item in Format 1 at E.9 and H.9 are an alternative to the position at J, but if the item is not shown in a position corresponding to that at J it may be shown in either or both of the other two positions (as the case may require).

  • The two positions given for this item in Format 2 are alternatives.

(11)

Net current assets (liabilities)

(Format 1, item F.)

  • In determining the amount to be shown for this item any amounts shown under " prepayments and accrued income " shall be taken into account wherever shown.

(12)

Called up share capital

(Format 1, item K.I and Format 2, item A.I.)

  • The amount of allotted share capital and the amount of called up share capital which has been paid up shall be shown separately.

(13)

Creditors

(Format 2, items C.1 to 9.)

  • Amounts falling due within one year and after one year shall be shown separately for each of these items and their aggregate shall be shown separately for all of these items.

Profit and loss account formatsFormat 1

(see note (17) below)

1.

Turnover

2.

Cost of sales (14)

3.

Gross profit or loss

4.

Distribution costs (14)

5.

Administrative expenses (14)

6.

Other operating income

7.

Income from shares in group companies

8.

Income from shares in related companies

9.

Income from other fixed asset investments (15)

10.

Other interest receivable and similar income (15)

11.

Amounts written off investments

12.

Interest payable and similar charges (16)

13.

Tax on profit or loss on ordinary activities

14.

Profit or loss on ordinary activities after taxation

15.

Extraordinary income

16.

Extraordinary charges

17.

Extraordinary profit or loss

18.

Tax on extraordinary profit or loss

19.

Other taxes not shown under the above items

20.

Profit or loss for the financial year

Profit and loss account formatsFormat 2
1.

Turnover

2.

Change in stocks of finished goods and in work in progress

3.

Own work capitalised

4.

Other operating income

5.
(a)

Raw materials and consumables

(b)

Other external charges

6.

Staff costs:

(a)

wages and salaries

(b)

social security costs

(c)

other pension costs

7.
(a)

Depreciation and other amounts written off tangible and intangible fixed assets

(b)

Exceptional amounts written off current assets

8.

Other operating charges

9.

Income from shares in group companies

10.

Income from shares in related companies

11.

Income from other fixed asset investments (15)

12.

Other interest receivable and similar income (15)

13.

Amounts written off investments

14.

Interest payable and similar charges (16)

15.

Tax on profit or loss on ordinary activities

16.

Profit or loss on ordinary activities after taxation

17.

Extraordinary income

18.

Extraordinary charges

19.

Extraordinary profit or loss

20.

Tax on extraordinary profit or loss

21.

Other taxes not shown under the above items

22.

Profit or loss for the financial year

Profit and loss account formatsFormat 3

(see note (17) below)

A.

Charges

1.

Cost of sales (14)

2.

Distribution costs (14)

3.

Administrative expenses (14)

4.

Amounts written off investments

5.

Interest payable and similar charges (16)

6.

Tax on profit or loss on ordinary activities

7.

Profit or loss on ordinary activities after taxation

8.

Extraordinary charges

9.

Tax on extraordinary profit or loss

10.

Other taxes not shown under the above items

11.

Profit or loss for the financial year

B.

Income

1.

Turnover

2.

Other operating income

3.

Income from shares in group companies

4.

Income from shares in related companies

5.

Income from other fixed asset investments (15)

6.

Other interest receivable and similar income (15)

7.

Profit or loss on ordinary activities after taxation

8.

Extraordinary income

9.

Profit or loss for the financial year

Profit tad toss account formatsFormat 4
A.

Charges

1.

Reduction in stocks of finished goods and in work in progress

2.
(a)

Raw materials and consumables

(b)

Other external charges

3.

Staff costs:

(a)

wages and salaries

(b)

social security costs

(c)

other pension costs

4.
(a)

Depreciation and other amounts written off tangible and intangible fixed assets

(b)

Exceptional amounts written off current assets

5.

Other operating charges

6.

Amounts written off investments

7.

Interest payable and similar charges (16)

8.

Tax on profit or loss on ordinary activities

9.

Profit or loss on ordinary activities after taxation

10.

Extraordinary charges

11.

Tax on extraordinary profit or loss

12.

Other taxes not shown under the above items

13.

Profit or loss for the financial year

B.

Income

1.

Turnover

2.

Increase in stocks of finished goods and in work in progress

3.

Own work capitalised

4.

Other operating income

5.

Income from shares in group companies

6.

Income from shares in related companies

7.

Income from other fixed asset investments (15)

8.

Other interest receivable and similar income (15)

9.

Profit or loss on ordinary activities after taxation

10.

Extraordinary income

11.

Profit or loss for the financial year

Notes on the profit and loss account formats
(14)

Cost of sales: distribution costs: administrative expenses

(Format 1, items 2, 4 and 5 and Format 3, items A.1, 2 and 3.)

  • These items shall be stated after taking into account any necessary provisions for depreciation or diminution in value of assets.

(15)

Income from other fixed asset investments: other interest receivable and similar income

(Format 1, items 9 and 10: Format 2, items 11 and 12: Format 3, items B.5 and 6: Format 4, items B.7 and 8.)

  • Income and interest derived from group companies shall be shown separately from income and interest derived from other sources.

(16)

Interest payable and similar charges

(Format 1, item 12: Format 2, item 14: Format 3, item A.5: Format 4, item A.7.)

  • The amount payable to group companies shall be shown separately.

(17)

Formats 1 and 3

  • The amount of any provisions for depreciation and diminution in value of tangible and intangible fixed assets falling to be shown under items 7(a) and A.4(a) respectively in Formats 2 and 4 shall be disclosed in a note to the accounts in any case where the profit and loss account is prepared by reference to Format 1 or Format 3.

PART IIAccounting Principles and Rules

Section AAccounting Principles

Preliminary

9Subject to paragraph 15 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 10 to 14.

Accounting principles

10The company shall be presumed to be carrying on business as a going concern.

11Accounting policies shall be applied consistently from one financial year to the next.

12The 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 and losses which have arisen or are likely to arise 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 238 of this Act.

13All 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

14In 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.

Departure from the accounting principles

15If it appears to the directors of a company that there are special reasons for departing from any of the principles stated above in preparing the company's accounts in respect of any financial year they may do so, but particulars of the departure, the reasons for it and its effect shall be given in a note to the accounts.

Section BHistorical Cost Accounting Rules

Preliminary

16Subject to section C of this Part of this Schedule, the amounts to be included in respect of all items shown in a company's accounts shall be determined in accordance with the rules set out in paragraphs 17 to 28.

Fixed assets
General rules

17Subject 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

18In the case of any fixed asset which has a limited useful economic life, the amount of—

(a)its purchase price or production cost; or

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

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

19(1)Where a fixed asset investment of a description falling to be included under item B.III of either of the balance sheet formats set out in Part I of this Schedule has diminished in value provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly; and any such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

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

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

Rules for determining particular fixed asset items

20(1)Notwithstanding that an item in respect of " development costs " is included under " fixed assets" in the balance sheet formats set out in Part I of this Schedule, an amount may only be included in a company's balance sheet in respect of development costs in special circumstances.

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

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

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

21(1)The application of paragraphs 17 to 19 in relation to goodwill (in any case where goodwill is treated as an asset) is subject to the following provisions of this paragraph.

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

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

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

Current assets

22Subject 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.

Miscellaneous and supplementary provisions
Excess of money owed over value received as an asset item

24(1)Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.

(2)Where any such amount is so treated—

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

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

Assets included at a fixed amount

25(1)Subject to the following sub-paragraph, assets which fall to be included—

(a)amongst the fixed assets of a company under the item " tangible assets " ; or

(b)amongst the current assets of a company under the item " raw materials and consumables " ;

may be included at a fixed quantity and value.

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

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

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

Determination of purchase price or production cost

26(1)The purchase price of an asset shall be determined by adding to the actual price paid any expenses incidental to its acquisition.

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

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

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

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

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

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

27(1)Subject to the qualification mentioned below, the purchase price or production cost of—

(a)any assets which fall to be included under any item shown in a company's balance sheet under the general item " stocks " ; and

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

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

The method chosen must be one which appears to the directors to be appropriate in the circumstances of the company.

(2)Those methods are—

(a)the method known as " first in, first out" (FIFO);

(b)the method known as " last in, first out " (LIFO);

(c)a weighted average price ; and

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

(3)Where in the case of any company—

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

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

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

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

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

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

Substitution of original stated amount where price or cost unknown

28Where there is no record of the purchase price or production cost of any asset of a company or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 26, or any such record cannot be obtained without unreasonable expense or delay, its purchase price or production cost shall be taken for the purposes of paragraphs 17 to 23 to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the company.

Section CAlternative Accounting Rules

Preliminary

29(1)The rules set out in section B are referred to below in this Schedule as the historical cost accounting rules.

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

30Subject to paragraphs 32 to 34, the amounts to be included in respect of assets of any description mentioned in paragraph 31 may be determined on any basis so mentioned.

Alternative accounting rules

31(1)Intangible fixed assets, other than goodwill, may be included at their current cost

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

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

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

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

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

(4)Investments of any description falling to be included under item C.III of either of the balance sheet formats set out in Part 1 of this Schedule may be included at their current cost.

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

Application of the depreciation rules

32(1)Where the value of any asset of a company is determined on any basis mentioned in paragraph 31, that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company's accounts, instead of its purchase price or production cost or any value previously so determined for that asset; and the depreciation rules shall apply accordingly in relation to any such asset with the substitution for any reference to its purchase price or production cost of a reference to the value most recently determined for that asset on any basis mentioned in paragraph 31.

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

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

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

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

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

Additional information to be provided in case of departure from historical cost accounting rules

33(1)This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company's accounts have been determined on any basis mentioned in paragraph 31.

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

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

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

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

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

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

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

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

Revaluation reserve

34(1)With respect to any determination of the value of an asset of a company on any basis mentioned in paragraph 31, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in the light of that determination) shall be credited or (as the case may be) debited to a separate reserve ("the revaluation reserve").

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

(3)The revaluation reserve shall be reduced to the extent that the amounts standing to the credit of the reserve are in the opinion of the directors of the company no longer necessary for the purpose of the accounting policies adopted by the company; but an amount may only be transferred from the reserve to the profit and loss account if either—

(a)the amount in question was previously charged to that account; or

(b)it represents realised profit.

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

PART IIINotes to the Accounts

Preliminary

35Any information required in the case of any company by the following provisions of this Part of this Schedule shall (if not given in the company's accounts) be given by way of a note to those accounts.

Disclosure of accounting policies

36The accounting policies adopted by the company in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company shall be stated (including such policies with respect to the depreciation and diminution in value of assets).

Information supplementing the balance sheet

37Paragraphs 38 to 51 require information which either supplements the information given with respect to any particular items shown in the balance sheet or is otherwise relevant to assessing the company's state of affairs in the light of the information so given.

Share capital and debentures

38(1)The following information shall be given with respect to the company's share capital—

(a)the authorised share capital; and

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

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

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

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

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

39If the company has allotted any shares during the financial year, the following information shall be given—

(a)the reason for malting the allotment;

(b)the classes of shares allotted ; and

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

40(1)With respect to any contingent right to the allotment of shares in the company the following particulars shall be given—

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

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

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

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

41(1)If the company has issued any debentures during the financial year to which the accounts relate, the following information shall be given—

(a)the reason for making the issue ;

(b)the classes of debentures issued ; and

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

(2)Particulars of any redeemed debentures which the company has power to reissue shall also be given.

(3)Where any of the company's debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the accounting records kept by the company in accordance with section 221 of this Act shall be stated.

Fixed assets

42(1)In respect of each item which is or would but for paragraph 3(4)(b) be shown under the general item " fixed assets" in the company's balance sheet the following information shall be given—

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

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

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

(ii)acquisitions during that year of any assets;

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

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

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

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

(b)on any basis mentioned in paragraph 31,

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

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

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

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

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

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

shall also be stated.

43Where any fixed assets of the company (other than listed investments) are included under any item shown in the company's balance sheet at an amount determined on any basis mentioned in paragraph 31, the following information shall be given—

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

(b)in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

44In relation to any amount which is or would but for paragraph 3(4)(b) be shown in respect of the item " land and buildings" in the company's balance sheet there shall be stated—

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

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

Investments

45(1)In respect of the amount of each item which is or would but for paragraph 3(4)(b) be shown in the company's balance sheet under the general item " investments" (whether as fixed assets or as current assets) there shall be suited—

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

(b)how much of any amount so ascribable is ascribable to investments as respects which there has been granted a listing on a recognised stock exchange and how much to other listed investments.

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

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

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

Reserves and provisions

46(1)Where any amount is transferred—

(a)to or from any reserves ; or

(b)to any provisions for liabilities and charges; or

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

and the reserves or provisions are or would but for paragraph 3(4)(b) be shown as separate items in the company's balance sheet,

the information mentioned in the following sub-paragraph shall be given in respect of the aggregate of reserves or provisions included in the same item.

(2)That information is—

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

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

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

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

Provision for taxation

47The amount of any provisions for taxation other than deferred taxation shall be stated.

Details of indebtedness

48(1)In respect of each item shown under "creditors" in the company's balance sheet there shall be stated—

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

(b)the aggregate amount of any debts so included which are payable or repayable by instalments any of which fall due for payment after the end of that period ;

and in the case of debts within paragraph (b) above the aggregate amount of instalments falling due after the end of that period shall also be disclosed for each such item.

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

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

(4)In respect of each item shown under " creditors" in the company's balance sheet there shall be stated—

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

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

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

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

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

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

49If any fixed cumulative dividends on the company's shares are in arrear, there shall be stated—

(a)the amount of the arrears ; and

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

Guarantees and other financial commitments

50(1)Particulars shall be given of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

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

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

(b)its legal nature ; and

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

(3)There shall be stated, where practicable—

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

(b)the aggregate amount or estimated amount of capital expenditure authorised by the directors which has not been contracted for.

(4)Particulars shall be given of—

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

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

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

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

(a)have not been provided for ; and

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

(6)Commitments within any of the preceding sub-paragraphs undertaken on behalf of or for the benefit of—

(a)any holding company or fellow subsidiary of the company; or

(b)any subsidiary of the company ;

shall be stated separately from the other commitments within that sub-paragraph (and commitments within paragraph (a) shall also be stated separately from those within paragraph (b)).

Miscellaneous matters

51(1)Particulars shall be given of any case where the purchase price or production cost of any asset is for the first time determined under paragraph 28.

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

(3)The aggregate amount which is recommended for distribution by way of dividend shall be stated.

Information supplementing the profit and loss account

52Paragraphs 53 to 57 require information which either supplements the information given with respect to any particular items shown in the profit and loss account or otherwise provides particulars of income or expenditure of the company or of circumstances affecting the items shown in the profit and loss account.

Separate statement of certain items of income and expenditure

53(1)Subject to the following provisions of this paragraph, each of the amounts mentioned below shall be stated.

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

(a)bank loans and overdrafts, and loans made to the company (other than bank loans and overdrafts) which—

(i)are repayable otherwise than by instalments and fall due for repayment before the end of the period of five years beginning with the day next following the end of the financial year; or

(ii)are repayable by instalments the last of which falls due for payment before the end of that period ; and

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

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

(3)The amounts respectively set aside for redemption of share capital and for redemption of loans.

(4)The amount of income from listed investments.

(5)The amount of rents from land (after deduction of ground rents, rates and other outgoings).

This amount need only be stated if a substantial part of the company's revenue for the financial year consists of rents from land.

(6)The amount charged to revenue in respect of sums payable in respect of the hire of plant and machinery.

(7)The amount of the remuneration of the auditors (taking " remuneration ", for the purposes of this sub-paragraph, as including any sums paid by the company in respect of the auditors' expenses).

Particulars of tax

54(1)The basis on which the charge for United Kingdom corporation tax and United Kingdom income tax is computed shall be stated.

(2)Particulars shall be given of any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years.

(3)The following amounts shall be stated—

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

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

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

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

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

Particulars of turnover

55(1)If in the course of the financial year the company has carried on business of two or more classes that, in the opinion of the directors, differ substantially from each other, there shall be stated in respect of each class (describing it)—

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

(b)the amount of the profit or loss of the company before taxation which is in the opinion of the directors attributable to that class.

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

In this paragraph " market" means a market delimited by geographical bounds.

(3)In analysing for the purposes of this paragraph the source (in terms of business or in terms of market) of turnover or (as the case may be) of profit or loss, the directors of the company shall have regard to the manner in which the company's activities are organised.

(4)For the purposes of this paragraph—

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

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

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

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

Particulars of staff

56(1)The following information shall be given with respect to the employees of the company—

(a)the average number of persons employed by the company in the financial year ; and

(b)the average number of persons so employed within each category of persons employed by the company.

(2)The average number required by sub-paragraph (1)(a) or (b) shall be determined by dividing the relevant annual number by the number of weeks in the financial year.

(3)The relevant annual number shall be determined by ascertaining for each week in the financial year—

(a)for the purposes of sub-paragraph (1)(a), the number of persons employed under contracts of service by the company in that week (whether throughout the week or not);

(b)for the purposes of sub-paragraph (1)(b), the number of persons in the category in question of persons so employed ;

and, in either case, adding together all the weekly numbers.

(4)In respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of sub-paragraph (1)(a) there shall also be stated the aggregate amounts respectively of—

(a)wages and salaries paid or payable in respect of that year to those persons ;

(b)social security costs incurred by the company on their behalf ; and

(c)other pension costs so incurred ;

save in so far as those amounts or any of them are stated in the profit and loss account

(5)The categories of persons employed by the company by reference to which the number required to be disclosed by sub-paragraph (1)(b) is to be determined shall be such as the directors may select, having regard to the manner in which the company's activities are organised.

Miscellaneous matters

57(1)Where any amount relating to any preceding financial year is included in any item in the profit and loss account, the effect shall be stated.

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

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

General

58(1)Where sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account, the basis on which those sums have been translated into sterling shall be stated.

(2)Subject to the following sub-paragraph, in respect of every item stated in a note to the accounts the corresponding amount for the financial year immediately preceding that to which the accounts relate shall also be stated and where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given.

(3)Sub-paragraph (2) does not apply in relation to any amounts stated by virtue of any of the following provisions of this Act—

(a)section 231 as applying Parts I and II of Schedule 5 (proportion of share capital of subsidiaries and other bodies corporate held by the company, etc.),

(b)sections 232 to 234 and Schedule 6 (particulars of loans to directors, etc.), and

(c)paragraphs 42 and 46 above.

PART IVSpecial Provisions Where the Company is a Holding or Subsidiary Company

Company's own accounts

59Where a company is a holding company or a subsidiary of another body corporate and any item required by Part I of this Schedule to be shown in the company's balance sheet in relation to group companies includes—

(a)amounts attributable to dealings with or interests in any holding company or fellow subsidiary of the company; or

(b)amounts attributable to dealings with or interests in any subsidiary of the company ;

the aggregate amounts within paragraphs (a) and (b) respectively shall be shown as separate items, either by way of subdivision of the relevant item in the balance sheet or in a note to the company's accounts.

60(1)Subject to the following sub-paragraph, where the company is a holding company, the number, description and amount of the shares in and debentures of the company held by its subsidiaries or their nominees shall be disclosed in a note to the company's accounts.

(2)Sub-paragraph (1) does not apply in relation to any shares or debentures—

(a)in the case of which the subsidiary is concerned as personal representative; or

(b)in the case of which it is concerned as trustee ;

provided that in the latter case neither the company nor any subsidiary of the company is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. Schedule 2 to this Act has effect for the interpretation of the reference in this sub-paragraph to a beneficial interest under a trust.

Consolidated accounts of holding company and subsidiaries

61Subject to paragraphs 63 and 66, the consolidated balance sheet and profit and loss account shall combine the information contained in the separate balance sheets and profit and loss accounts of the holding company and of the subsidiaries dealt with by the consolidated accounts, but with such adjustments (if any) as the directors of the holding company think necessary.

62Subject to paragraphs 63 to 66, and to Part V of this Schedule, the consolidated accounts shall, in giving the information required by paragraph 61, comply so far as practicable with the requirements of this Schedule and with the other requirements of this Act as if they were the accounts of an actual company.

63The following provisions of this Act, namely—

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

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

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

64Paragraph 62 is without prejudice to any requirement of this Act which applies (otherwise than by virtue of paragraph 61 or 62) to group accounts.

65(1)Notwithstanding paragraph 62, the consolidated accounts prepared by a holding company may deal with an investment of any member of the group in the shares of any other body corporate by way of the equity method of accounting in any case where it appears to the directors of the holding company that that body corporate is so closely associated with any member of the group as to justify the use of that method in dealing with investments by that or any other member of the group in the shares of that body corporate.

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

66Notwithstanding paragraphs 61 and 62, paragraphs 17 to 19 and 21 do not apply to any amount shown in the consolidated balance sheet in respect of goodwill arising on consolidation.

67In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts paragraphs 59 and 60 apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries.

Group accounts not prepared as consolidated accounts

68Group accounts which are not prepared as consolidated accounts, together with any notes to those accounts, shall give the same or equivalent information as that required to be given by consolidated accounts by virtue of paragraphs 61 to 67.

Provisions of general application

69(1)This paragraph applies where the company is a holding company and either—

(a)does not prepare group accounts ; or

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

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

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

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

(b)a statement showing any qualifications contained in the reports of the auditors of the subsidiaries on their accounts for their respective financial years ending with or during the financial year of the company, and any note or saving contained in those, accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its members,

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

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

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

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

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

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

70Where a company has subsidiaries whose financial years did not end with that of the company, the following information shall be given in relation to each such subsidiary (whether or not dealt with in any group accounts prepared by the company) by way of a note to the company's accounts or (where group accounts are prepared) to the group accounts, that is to say—

(a)the reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company; and

(b)the dates on which the subsidiaries' financial years ending last before that of the company respectively ended or the earliest and latest of those dates.

PART VSpecial Provisions where the Company is an Investment Company

71(1)Paragraph 34 does not apply to the amount of any profit or loss arising from a determination of the value of any investments of an investment company on any basis mentioned in paragraph 31(3).

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

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

(b)shown as a separate item in the company's balance sheet under the sub-heading " other reserves ".

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

72(1)Any distribution made by an investment company which reduces the amount of its net assets to less than the aggregate of its called-up share capital and undistributable reserves shall be disclosed in a note to the company's accounts.

(2)For purposes of this paragraph, a company's net assets are the aggregate of its assets less the aggregate of its liabilities (including any provision for liabilities or charges within paragraph 89); and " undistributable reserves" has the meaning given by section 264 (3) of this Act.

73A company shall be treated as an investment company for the purposes of this Part of this Schedule in relation to any financial year of the company if—

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

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

74Where a company entitled to the benefit of any provision contained in this Part of this Schedule is a holding company, the reference in paragraph 62 to consolidated accounts complying with the requirements of this Act shall, in relation to consolidated accounts of that company, be construed as referring to those requirements in so far only—

(a)as they apply to the individual accounts of that company; and

(b)as they apply otherwise than by virtue of paragraphs 61 and 62 to any group accounts prepared by that company.

PART VISpecial Provisions Where the Company has Entered into Arrangements Subject to Merger Relief

75(1)Where during the financial year the company has allotted shares in consideration for the issue, transfer or cancellation of shares in another body corporate (" the other company ") in circumstances where by virtue of section 131(2) of this Act (merger relief) section 130 did not apply to the premiums on those shares, the following information shall be given by way of a note to the company's accounts—

(a)the name of the other company ;

(b)the number, nominal value and class of shares so allotted ;

(c)the number, nominal value and class of shares in the other company so issued, transferred or cancelled ;

(d)particulars of the accounting treatment adopted in the company's accounts (including any group accounts) in respect of such issue, transfer or cancellation ; and

(e)where the company prepares group accounts, particulars of the extent to which and manner in which the profit or loss for the year of the group which appears in those accounts is affected by any profit or loss of the other company or any of its subsidiaries which arose at any time before the allotment.

(2)Where the company has during the financial year or during either of the two financial years immediately preceding it made such an allotment of shares as is mentioned in sub-paragraph (1) above and there is included in the company's consolidated profit and loss account or, if it has no such account, in its individual profit and loss account, any profit or loss (or part thereof) to which this sub-paragraph applies then the net amount of any such profit or loss (or part thereof) shall be shown in a note to the accounts together with an explanation of the transactions to which that information relates.

(3)Sub-paragraph (2) applies—

(a)to any profit or loss realised during the financial year by the company, or any of its subsidiaries, on the disposal of any shares in the other company or of any assets which were fixed assets of the other company, or of any of its subsidiaries, at the time of the allotment; and

(b)to any part of any profit or loss realised during the financial year by the company, or any of its subsidiaries, on the disposal of any shares (not being shares in the other company), which was attributable to the fact that at the time of the disposal there were amongst the assets of the company which issued those shares, or any of its subsidiaries, such shares or assets as are described in sub-paragraph (a) above.

(4)Where in pursuance of the arrangement in question shares are allotted on different dates, the time of allotment for the purposes of sub-paragraphs (1)(e) and (3)(a) above is taken to be—

(a)if the other company becomes a subsidiary of the company as a result of the arrangement—

(i)if the arrangement becomes binding only upon the fulfilment of a condition, the date on which that condition is fulfilled, and

(ii)in any other case, the date on which the other company becomes a subsidiary of the company ;

(b)if the other company is a subsidiary of the company when the arrangement is proposed, the date of the first allotment pursuant to that arrangement.

PART VIIInterpretation of Schedule

76The following paragraphs apply for the purposes of this Schedule and its interpretation.

Assets: fixed or current

77Assets of a company are taken to be fixed assets if they are intended for use on a continuing basis in the company's activities, and any assets not intended for such use shall be taken to be current assets.

Balance sheet date

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

Capitalisation

79References to capitalising any work or costs are to treating that work or those costs as a fixed asset.

Fellow subsidiary

80A body corporate is treated as a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is the other's.

Group companies

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

Historical cost accounting rules

82References to the historical cost accounting rules shall be read in accordance with paragraph 29.

Leases

83(1)"Long lease" means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less man 50 years.

(2)" Short lease " means a lease which is not a long lease.

(3)" Lease " includes an agreement for a lease.

Listed investments

84" Listed investment" means an investment as respects which there has been granted a listing on a recognised stock exchange, or on any stock exchange of repute (other than a recognised stock exchange) outside Great Britain.

Loans

85A loan is treated as falling due for repayment, and an instalment of a loan is treated as falling due for payment, on the earliest date on which the lender could require repayment or (as the case may be) payment, if he exercised all options and rights available to him.

Materiality

86Amounts which in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

Notes to the accounts

87Notes to a company's accounts may be contained in the accounts or in a separate document annexed to the accounts.

Provisions

88(1)References to provisions for depreciation or diminution in value of assets are to any amount written off by way of providing for depreciation or diminution in value of assets.

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

89References to provisions for liabilities or charges are to any amount retained as reasonably necessary for the purpose of providing for any liability or loss which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise.

Purchase price

90References (however expressed) to the purchase price of any asset of a company or of any raw materials or consumables used in the production of any such asset include any consideration (whether in cash or otherwise) given by the company in respect of that asset or in respect of those materials or consumables (as the case may require).

Realised profits

91Without prejudice to—

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

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

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

Related companies

92(1)" Related company ", in relation to any company, means any body corporate (other than one which is a group company in relation to that company) in which that company holds on a long-term basis a qualifying capital interest for the purpose of securing a contribution to that company's own activities by the exercise of any control or influence arising from that interest.

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

(3)Where—

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

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

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

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

Scots land tenure

93In the application of this Schedule to Scotland, " land of freehold tenure" means land in respect of which the company is the proprietor of the dominium utile or, in the case of land not held on feudal tenure, is the owner ; " land of leasehold tenure " means land of which the company is the tenant under a lease ; and the reference to ground-rents, rates and other outgoings includes feu-duty and ground annual.

Staff costs

94(1)"Social security costs" means any contributions by the company to any state social security or pension scheme, fund or arrangement.

(2)" Pension costs " includes any other contributions by the company for the purposes of any pension scheme established for the purpose of providing pensions for persons employed by the company, any sums set aside for that purpose and any amounts paid by the company in respect of pensions without first being so set aside.

(3)Any amount stated in respect of either of the above items or in respect of the item " wages and salaries " in the company's profit and loss account shall be determined by reference to payments made or costs incurred in respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of paragraph 56(1)(a).

Turnover

95" 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—

(a)trade discounts,

(b)value added tax, and

(c)any other taxes based on the amounts so derived.

Section 231.

SCHEDULE 5Miscellaneous Matters to be Disclosed in Notes to Company Accounts

PART IParticulars of Subsidiaries

1If at the end of the financial year the company has subsidiaries, there shall in the case of each subsidiary be stated—

(a)the name of the subsidiary and—

(i)if it is incorporated in Great Britain and if it is registered in England and Wales and the company is registered in Scotland (or vice versa), the part of Great Britain in which it is registered, and

(ii)if it is incorporated outside Great Britain, the country in which it is incorporated ; and

(b)in relation to shares of each class of the subsidiary held by the company, the identity of the class and the proportion of the nominal value of the allotted shares of that class represented by the shares held.

2The particulars required by paragraph 1 include, with reference to the proportion of the nominal value of the allotted shares of a class represented by shares held by the company, a statement of the extent (if any) to which it consists in shares held by, or by a nominee for, a subsidiary of the company and the extent (if any) to which it consists in shares held by, or by a nominee for, the company itself.

3Paragraph 1 does not require the disclosure of information with respect to a body corporate which is the subsidiary of another and is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside it if the disclosure would, in the opinion of the directors of that other, be harmful to the business of that other or of any of its subsidiaries and the Secretary of State agrees that the information need not be disclosed

4If at the end of its financial year the company has subsidiaries and the directors are of the opinion that the number of diem is such that compliance with paragraph 1 would result in particulars of excessive length being given, compliance with that paragraph is required only in the case of the subsidiaries carrying on the businesses the results of the carrying on of which (in the opinion of the directors) principally affected the amount of the profit or loss of the company and its subsidiaries or the amount of the assets of the company and its subsidiaries.

5If advantage is taken of paragraph 4, there must be included in the statement required by this Part the information that it deals only with the subsidiaries carrying on such businesses as are referred to in that paragraph ; and in that case section 231(3) (subsequent disclosure with annual return) applies to the particulars given in compliance with paragraph 1, together with those which (but for the fact that advantage is so taken) would have to be so given.

6For purposes of this Part, shares of a body corporate are treated as held, or not held, by another such body if they would, by virtue of section 736(4) of this Act, be treated as being held or (as the case may be) not held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.

PART IIShareholdings in Companies Etc. Other than Subsidiaries

7If at the end of its financial year the company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value one-tenth of the nominal value of the allotted shares of that class, there shall be stated—

(a)the name of that other body corporate and—

(i)if it is incorporated in Great Britain and if it is registered in England and Wales and the company is registered in Scotland (or vice versa), the part of Great Britain in which it is registered, and

(ii)if it is incorporated outside Great Britain, the country in which it is incorporated ;

(b)the identity of the class and the proportion of the nominal value of the allotted shares of that class represented by the shares held ; and

(c)if the company also holds shares in that other body corporate of another class (whether or not comprised in its equity share capital), or of other classes (whether or not so comprised), the like particulars as respects that other class or (as the case may be) those other classes.

8If at the end of its financial year the company holds shares comprised in the share capital of another body corporate (not being its subsidiary) exceeding in nominal value one-tenth of the allotted share capital of that other body, there shall be stated—

(a)with respect to that other body corporate, the same information as is required by paragraph 7(a), and

(b)the identity of each class of such shares held and the proportion of the nominal value of the allotted shares of that class represented by the shares of that class held by the company.

9If at the end of its financial year the company holds shares in another body corporate (not being its subsidiary) and the amount of all shares in it which the company holds (as stated or included in the company's accounts) exceeds one-tenth of the amount of the company's assets (as so stated), there shall be stated—

(a)with respect to the other body corporate, the same information as is required by paragraph 7(a), and

(b)in relation to shares in that other body corporate of each class held, the identity of the class and the proportion of the nominal value of the allotted shares of that class represented by the shares held.

10None of the foregoing provisions of this Part requires the disclosure by a company of information with respect to another body corporate if that other is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside it if the disclosure would, in the opinion of the company's directors, be harmful to the business of the company or of that other body and the Secretary of State agrees that the information need not be disclosed.

11If at the end of its financial year the company falls within paragraph 7 or 8 in relation to more bodies corporate than one, and the number of them is such that, in the directors' opinion, compliance with either or both of those paragraphs would result in particulars of excessive length being given, compliance with paragraph 7 or (as the case may be) paragraph 8 is not required except in the case of the bodies carrying on the businesses the results of the carrying on of which (in the directors' opinion) principally affected the amount of the profit or loss of the company or the amount of its assets.

12If advantage is taken of paragraph 11, there must be included in the statement dealing with the bodies last mentioned in that paragraph the information that it deals only with them ; and section 231(3) of this Act (subsequent disclosure in annual return) applies to the particulars given in compliance with paragraph 7 or 8 (as the case may be), together with those which, but for the fact that advantage is so taken, would have to be so given.

13For purposes of this Part, shares of a body corporate are treated as held, or not held, by another such body if they would, by virtue of section 736(4) of this Act (but on the assumption that paragraph (b)(ii) were omitted from that subsection) be treated as being held or (as the case may be), not held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.

PART IIIFinancial Information About Subsidiaries

14If—

(a)at the end of its financial year the company has subsidiaries, and

(b)it is required by paragraph 1 in Part I above to disclose particulars with respect to any of those subsidiaries,

the additional information specified below shall be given with respect to each subsidiary to which the requirement under paragraph 1 applies.

15If—

(a)at the end of the financial year the company holds shares in another body corporate, and

(b)it is required by paragraph 8 in Part II above to disclose particulars with respect to that body corporate, and

(c)the shares held by the company in that body corporate exceed in nominal value one-fifth of the allotted share capital of that body,

the additional information specified below shall be given with respect to that body corporate.

16The information required by paragraphs 14 and 15 is, in relation to any body corporate (whether a subsidiary of the company or not) the aggregate amount of the capital and reserves of that body corporate as at the end of its relevant financial year, and its profit or loss for that year ; and for this purpose the relevant financial year is—

(a)if the financial year of the body corporate ends with that of the company giving the information in a note to its accounts, that financial year, and

(b)It not, the body corporate's financial year ending last before the end of the financial year of the company giving that information.

This is subject to the exceptions and other provisions in the next paragraph.

17(1)The information otherwise required by paragraph 16 need not be given in respect of a subsidiary of a company if either—

(a)the company is exempt under this Act from the requirement to prepare group accounts, as being at the end of its financial year the wholly-owned subsidiary of another body corporate incorporated in Great Britain, or

(b)the company prepares group accounts and—

(i)the accounts of the subsidiary are included in the group accounts, or

(ii)the investment of the company in the shares of the subsidiary is included in, or in a note to, the company's accounts by way of the equity method of valuation.

(2)That information need not be given in respect of another body corporate in which the company holds shares if the company's investment in those shares is included in, or in a note to, the accounts by way of the equity method of valuation.

(3)That information need not be given in respect of any body corporate if—

(a)that body is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year mentioned in paragraph 16, and does not otherwise publish that balance sheet in Great Britain or elsewhere, and

(b)the shares held by the company in that body do not amount to at least one half in nominal value of the body's allotted share capital.

(4)Information otherwise required by paragraph 16 need not be given if it is not material.

18Where, with respect to any subsidiary of the company or any other body corporate, particulars which would otherwise be required by paragraph 1 in Part I or paragraph 8 in Part II of this Schedule to be stated in a note to the company's accounts are omitted by virtue of paragraph 4 or (as the case may be) paragraph 11, section 231(3) of this Act (subsequent disclosure in next annual return) applies—

(a)to any information with respect to any other subsidiary or body corporate which is given in or in a note to the company's accounts in accordance with this Part, and

(b)to any information which would have been required by this Part to be given in relation to a subsidiary or other body corporate but for the exemption under paragraph 4 or 11.

19For purposes of this Part, shares of a body corporate are treated as held, or not held, by the company if they would, by virtue of section 736(4) of this Act (but on the assumption that paragraph (b)(ii) were omitted from that subsection), be treated as being held or (as the case may be) not held by the company for the purpose of determining whether that body corporate is the company's subsidiary.

PART IVIdentification of Ultimate Holding Company

20If at the end of its financial year the company is the subsidiary of another body corporate, there shall be stated the name of the body corporate regarded by the directors as being the company's ultimate holding company and, if known to them, the country in which it is incorporated.

21Paragraph 20 does not require the disclosure by a company which carries on business outside the United Kingdom of information with respect to the body corporate regarded by the directors as being its ultimate holding company if the disclosure would, in their opinion, be harmful to the business of that holding company or of the first-mentioned company, or any other of that holding company's subsidiaries, and the Secretary of State agrees that the information need not be disclosed.

PART VChairman's and Directors' Emoluments, Pensions and Compensation for Loss of Office

Emoluments

22(1)There shall be shown the aggregate amount of the directors' emoluments.

(2)This amount—

(a)includes any emoluments paid to or receivable by a person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary of it or otherwise in connection with the management of the affairs of the company or any subsidiary of it; and

(b)shall distinguish between emoluments in respect of services as director, whether of the company or its subsidiary, and other emoluments.

(3)For purposes of this paragraph " emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance (insofar as those sums are charged to United Kingdom income tax), any contributions paid in respect of him under any pension scheme and the estimated money value of any other benefits received by him otherwise than in cash.

23A company which is neither a holding company nor a subsidiary of another body corporate need not comply with paragraphs 24 to 27 below as respects a financial year in the case of which the amount shown in compliance with paragraph 22 above does not exceed £60.000.

24(1)The following applies as respects the emoluments of the company's chairman; and for this purpose " chairman " means the person elected by the directors to be chairman of their meetings and includes a person who, though not so elected, holds any office (however designated) which in accordance with the company's constitution carries with it functions substantially similar to those discharged by a person so elected.

(2)If one person has been chairman throughout the financial year, there shall be shown his emoluments, unless his duties as chairman were wholly or mainly discharged outside the United Kingdom.

(3)Otherwise, there shall be shown with respect to each person who has been chairman during the year his emoluments so far as attributable to the period during which he was chairman, unless his duties as chairman were wholly or mainly discharged outside the United Kingdom.

25(1)The following applies as respects the emoluments of directors.

(2)With respect to all the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), there shall be shown—

(a)the number (if any) who had no emoluments or whose several emoluments amounted to not more than £5,000; and

(b)by reference to each pair of adjacent points on a scale whereon the lowest point is £5.000 and the succeeding ones are successive integral multiples of £5.000, the number (if any) whose several emoluments exceeded the lower point but did not exceed the higher.

(3)If, of the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of one only exceed the relevant amount, his emoluments (so far as so ascertainable) shall also be shown.

(4)If, of the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of each of two or more exceed the relevant amount, the emoluments of him (or them, in the case of equality) who had the greater or, as the case may be, the greatest shall also be shown.

(5)" The relevant amount "—

(a)if one person has been chairman throughout the year, means the amount of his emoluments ; and

(b)otherwise, means an amount equal to the aggregate of the emoluments, so far as attributable to the period during which he was chairman, of each person who has been chairman during the year.

26There shall under paragraphs 24 and 25 be brought into account as emoluments of a person all such amounts (other than contributions paid in respect of him under a pension scheme) as in his case are to be included in the amount shown under paragraph 22.

Emoluments waived

27(1)There shall be shown—

(a)the number of directors who have waived rights to receive emoluments which, but for the waiver, would have fallen to be included in the amount shown under paragraph 22, and

(b)the aggregate amount of those emoluments.

(2)For these purposes—

(a)it is assumed that a sum not receivable in respect of a period would have been paid at the time at which it was due to be paid,

(b)a sum not so receivable that was payable only on demand, being a sum the right to receive which has been waived, is deemed to have been due to be paid at the time of the waiver.

Pensions of directors and past directors

28(1)There shall be shown the aggregate amount of directors' or past directors' pensions.

(2)This amount does not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions under it are substantially adequate for the maintenance of the scheme ; but, subject to this, it includes any pension paid or receivable in respect of any such services of a director or past director as are mentioned in paragraph 22(2), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person.

(3)The amount shown shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions.

Compensation to directors for loss of office

29(1)There shall be shown the aggregate amount of any compensation to directors or past directors in respect of loss of office.

(2)This amount—

(a)includes any sums paid to or receivable by a director or past director by way of compensation for the loss of office as director of the company or for the loss, while director of the company or on or in connection with his ceasing to be a director of it, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary of the company; and

(b)shall distinguish between compensation in respect of the office of director, whether of the company or its subsidiary, and compensation in respect of other offices.

(3)References to compensation for loss of office include sums paid as consideration for or in connection with a person's retirement from office.

Supplementary

30(1)The following applies with respect to the amounts to be shown under paragraphs 22, 28 and 29.

(2)The amount in each case includes all relevant sums paid by or receivable from—

(a)the company; and

(b)the company's subsidiaries ; and

(c)any other person,

except sums to be accounted for to the company or any of its subsidiaries or, by virtue of sections 314 and 315 of this Act (duty of directors to make disclosure on company takeover; consequence of non-compliance), to past or present members of the company or any of its subsidiaries or any class of those members.

(3)The amount to be shown under paragraph 29 shall distinguish between the sums respectively paid by or receivable from the company, the company's subsidiaries and persons other than the company and its subsidiaries.

31(1)The amounts to be shown for any financial year under paragraphs 22, 28 and 29 are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.

(2)But where—

(a)any sums are not shown in a note to the accounts for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 30(2), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

(b)any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year,

those sums shall, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in a note to the first accounts in which it is practicable to show them and shall be distinguished from the amounts to be shown apart from this provision.

32Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount to be shown in compliance with this Part, the directors may apportion any payments between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.

Interpretation

33(1)The following applies for the interpretation of paragraphs 22 to 32.

(2)A reference to the company's subsidiary—

(a)in relation to a person who is or was, while a director of the company, a director also, by virtue of the company's nomination (direct or indirect) of any other body corporate, includes (subject to the following sub-paragraph) that body corporate, whether or not it is or was in fact the company's subsidiary, and

(b)for purposes of paragraphs 22 to 28 (including any provision of this Part referring to paragraph 22) is to a subsidiary at the time the services were rendered, and for purposes of paragraph 29 to a subsidiary immediately before the loss of office as director.

(3)The following definitions apply—

(a)" pension" includes any superannuation allowance, superannuation gratuity or similar payment,

(b)"pension scheme" means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contributions, and

(c)" contribution ", in relation to a pension scheme, means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.

Supplementary

34This Part of this Schedule requires information to be given only so far as it is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.

PART VIParticulars Relating to Number of Employees Remunerated at Higher Rates

35(1)There shall be shown by reference to each pair of adjacent points on a scale whereon the lowest point is £30,000 and the succeeding ones are successive integral multiples of £5,000 beginning with that in the case of which the multiplier is 7, the number (if any) of persons in the company's employment whose several emoluments exceeded the lower point but did not exceed the higher.

(2)The persons whose emoluments are to be taken into account for this purpose do not include—

(a)directors of the company ; or

(b)persons (other than directors of the company) who—

(i)if employed by the company throughout the financial year, worked wholly or mainly during that year outside the United Kingdom, or

(ii)if employed by the company for part only of that year, worked wholly or mainly during that part outside the United Kingdom.

36(1)For these purposes, a person's emoluments include any paid to or receivable by him from the company, the company's subsidiaries and any other person in respect of his services as a person in the employment of the company or a subsidiary of it or as a director of a subsidiary of the company (except sums to be accounted for to the company or any of its subsidiaries).

(2)" Emoluments" here includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to United Kingdom income tax, and the estimated money value of any other benefits received by a person otherwise than in cash.

(3)The amounts to be brought into account for the purpose of complying with paragraph 35 are the sums receivable in respect of the financial year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.

(4)But where—

(a)any sums are not brought into account for the financial year on the ground that the person receiving them is liable to account for them as mentioned in sub-paragraph (1), but the liability is wholly or partly released or is not enforced within a period of 2 years ; or

(b)any sums paid to a person by way of expenses allowance are charged to United Kingdom income tax after the end of the financial year,

those sums shall, to the extent to which the liability is released or not enforced or they are charged as above mentioned (as the case may be), be brought into account for the purpose of complying with paragraph 35 on the first occasion on which it is practicable to do so.

37References in paragraph 36 to a company's subsidiary—

(a)in relation to a person who is or was, while employed by the company a director, by virtue of the company's nomination (direct or indirect), of any other body corporate, include that body corporate (but subject to the following sub-paragraph), whether or not it is or was in fact the company's subsidiary ; and

(b)are to be taken as referring to a subsidiary at the time the services were rendered.

Sections 232, 233, 234.

SCHEDULE 6Particulars in Company Accounts of Loan and Other Transactions Favouring Directors and Officers

PART IMatters to be Disclosed Under Section 232

1Group accounts shall contain the particulars required by this Schedule of—

(a)any transaction or arrangement of a kind described in section 330 entered into by the company or by a subsidiary of the company for a person who at any time during the financial year was a director of the company or its holding company, or was connected with such a director;

(b)an agreement by the company or by a subsidiary of the company to enter into any such transaction or arrangement for a person who was at any time during the financial year a director of the company or its holding company, or was connected with such a director ; and

(c)any other transaction or arrangement with the company or a subsidiary of it in which a person who at any time during the financial year was a director of the company or its holding company had, directly or indirectly, a material interest

2The accounts prepared by a company other than a holding company shall contain the particulars required by this Schedule of—

(a)any transaction or arrangement of a kind described in section 330 entered into by the company for a person who at any time during the financial year was a director of it or of its holding company or was connected with such a director;

(b)an agreement by the company to enter into any such transaction or arrangement for a person who at any time during the financial year was a director of the company or its holding company or was connected with such a director ; and

(c)any other transaction or arrangement with the company in which a person who at any time during the financial year was a director of the company or of its holding company had, directly or indirectly, a material interest.

3(1)For purposes of paragraphs 1(c) and 2(c), a transaction or arrangement between a company and a director of it or of its holding company, or a person connected with such a director, is to be treated (if it would not otherwise be so) as a transaction, arrangement or agreement in which that director is interested.

(2)An interest in such a transaction or arrangement is not " material" for purposes of those sub-paragraphs if in the board's opinion it is not so ; but this is without prejudice to the question whether or not such an interest Is material in a case where the board have not considered the matter.

" The board " here means the directors of the company preparing the accounts, or a majority of those directors, but excluding in either case the director whose interest it is.

4Paragraphs 1 and 2 do not apply, for the purposes of accounts prepared by a company which is, or is the holding company of, a recognised bank, in relation to a transaction or arrangement of a kind described in section 330 or an agreement to enter into such a transaction or arrangement, to which that recognised bank is a party.

5Paragraphs 1 and 2 do not apply in relation to the following transactions, arrangements and agreements—

(a)a transaction, arrangement or agreement between one company and another in which a director of the former or of its subsidiary or holding company is interested only by virtue of his being a director of the latter;

(b)a contract of service between a company and one of its directors or a director of its holding company, or between a director of a company and any of that company's subsidiaries ;

(c)a transaction, arrangement or agreement which was not entered into during the financial year and which did not subsist at any time during that year.

6Paragraphs 1 and 2 apply whether or not—

(a)the transaction or arrangement was prohibited by section 330;

(b)the person for whom it was made was a director of the company or was connected with a director of it at the time it was made;

(c)in the case of a transaction or arrangement made by a company which at any time during a financial year is a subsidiary of another company, it was a subsidiary of that other company at the time the transaction or arrangement was made.

7Neither paragraph 1(c) nor paragraph 2 (c) applies in relation to any transaction or arrangement if—

(a)each party to the transaction or arrangement which is a member of the same group of companies (meaning a holding company and its subsidiaries) as the company entered into the transaction or arrangement in the ordinary course of business, and

(b)the terms of the transaction or arrangement are not less favourable to any such party than it would be reasonable to expect if the interest mentioned in that sub-paragraph had not been an interest of a person who was a director of the company or of its holding company.

8Neither paragraph 1(c) nor paragraph 2(c) applies in relation to any transaction or arrangement if—

(a)the company is a member of a group of companies (meaning a holding company and its subsidiaries), and

(b)either the company is a wholly-owned subsidiary or no body corporate (other than the company or a subsidiary of the company) which is a member of the group of companies which includes the company's ultimate holding company was a party to the transaction or arrangement, and

(c)the director in question was at some time during the relevant period associated with the company, and

(d)the material interest of the director in question in the transaction or arrangement would not have arisen if he bad not been associated with the company at any time during the relevant period.

The particulars required by this Part

9(1)Subject to the next paragraph, the particulars required by this Part are those of the principal terms of the transaction, arrangement or agreement

(2)Without prejudice to the generality of sub-paragraph (1), the following particulars are required—

(a)a statement of the fact either that the transaction, arrangement or agreement was made or subsisted (as the case may be) during the financial year ;

(b)the name of the person for whom it was made and, where that person is or was connected with a director of the company or of its holding company, the name of that director;

(c)in a case where paragraph 1(c) or 2(c) applies, the name of the director with the material interest and the nature of that interest;

(d)in the case of a loan or an agreement for a loan or an arrangement within section 330(6) or (7) of this Act relating to a loan—

(i)the amount of the liability of the person to whom the loan was or was agreed to be made, in respect of principal and interest, at the beginning and at the end of the financial year;

(ii)the maximum amount of that liability during that year;

(iii)the amount of any interest which, having fallen due, has not been paid ; and

(iv)the amount of any provision (within the meaning of Schedule 4 to this Act) made in respect of any failure or anticipated failure by the borrower to repay the whole or part of the loan or to pay the whole or part of any interest on it;

(e)in the case of a guarantee or security or an arrangement within section 330(6) relating to a guarantee or security—

(i)the amount for which the company (or its subsidiary) was liable under the guarantee or in respect of the security both at the beginning and at the end of the financial year;

(ii)the maximum amount for which the company (or its subsidiary) may become so liable : and

(iii)any amount paid and any liability incurred by the company (or its subsidiary) for the purpose of fulfilling the guarantee or discharging the security (including any loss incurred by reason of the enforcement of the guarantee or security); and

(f)in the cue of any transaction, arrangement or agreement other than those mentioned in sub-paragraphs (d) and (e), the value of the transaction or arrangement or (as the case may be) the value of the transaction or arrangement to which the agreement relates.

10In paragraph 9(2) above, sub-paragraphs (c) to (f) do not apply in the case of a loan or quasi-loan made or agreed to be made by a company to or for a body corporate which is either—

(a)a body corporate of which that company is a wholly-owned subsidiary or

(b)a wholly-owned subsidiary of a body corporate of which that company is a wholly-owned subsidiary, or

(c)a wholly-owned subsidiary of that company,

if particulars of that loan, quasi-loan or agreement for it would not have been required to be included in that company's annual accounts if the first-mentioned body corporate had not been associated with a director of that company at any time during the relevant period.

Transactions excluded from section 232

11(1)In relation to a company's accounts for a financial year, compliance with this Part is not required In the case of transactions of a kind mentioned in the following sub-paragraph which are made by the company or a subsidiary of it for a person who at any time during that financial year was a director of the company or of its holding company, or was connected with such a director, if the aggregate of the values of each transaction, arrangement or agreement so made for that director or any person connected with him, less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made has been reduced, did not at any lime during the financial year exceed £5,000.

(2)The transactions in question are—

(a)credit transactions.

(b)guarantees provided or securities entered into in connection with credit transactions,

(c)arrangements within subsection (6) or (7) of section 330 relating to credit transactions.

(d)agreements to enter into credit transactions.

12In relation to a company's accounts for a financial year, compliance with this Part is not required by virtue of paragraph 1(c) or 2(c) in the case of any transaction or arrangement with a company or any of its subsidiaries in which a director of the company or its holding company had, directly or indirectly, a material interest if—

(a)the value of each transaction or arrangement within paragraph 1(c) or 2(c) (as the case may be) in which that director had (directly or indirectly) a material interest and which was made after the commencement of the financial year with the company or any of its subsidiaries, and

(b)the value of each such transaction or arrangement which was made before the commencement of the financial year less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made have been reduced,

did not at any time during the financial year exceed in the aggregate £1,000 or, if more, did not exceed £5,000 or 1 per cent of the value of the net assets of the company preparing the accounts in question as at the end of the financial year, whichever is the less.

For this purpose a company's net assets are the aggregate of its assets, less the aggregate of its liabilities ("liabilities" to include any provision for liabilities or charges within paragraph 89 of Schedule 4).

13Section 345 of this Act (power of Secretary of State to alter gums by statutory instrument subject to negative resolution in Parliament) applies as if the money sums specified in paragraph 11 or 12 above were specified in Part X.

Interpretation

14The following provisions of this Act apply for purposes of this Part of this Schedule—

(a)section 331(2), (5) and (7), as regards the meaning of " guarantee "," recognised bank " and " credit transaction ";

(b)section 331(9), as to the interpretation of references to a transaction or arrangement being made " for " a person ;

(c)section 340, in assigning values to transactions and arrangements, and

(d)section 346, as to the interpretation of references to a person being " connected with " a director of a company.

PART IIMatters to be Disclosed under Section 233

15This Part of this Schedule applies in relation to the following classes of transactions, arrangements and agreements—

(a)loans, guarantees and securities relating to loans, arrangements of a kind described in subsection (6) or (7) of section 330 of this Act relating to loans and agreements to enter into any of the foregoing transactions and arrangements ;

(b)quasi-loans, guarantees and securities relating to quasi-loans arrangements of a kind described in either of those subsections relating to quasi-loans and agreements to enter into any of the foregoing transactions and arrangements;

(c)credit transactions, guarantees and securities relating to credit transactions, arrangements of a kind described in either of those subsections relating to credit transactions and agreements to enter into any of the foregoing transactions and arrangements.

16(1)To comply with this Part of this Schedule, the accounts must contain a statement, in relation to transactions, arrangements and agreements made as mentioned in section 233(1), of—

(a)the aggregate amounts outstanding at the end of the financial year under transactions, arrangements and agreements within sub-paragraphs (a), (b) and (c) respectively of paragraph 15 above, and

(b)the numbers of officers for whom the transactions, arrangements and agreements falling within each of those sub-paragraphs were made.

(2)This paragraph does not apply to transactions, arrangements and agreements made by the company or any of its subsidiaries for an officer of the company if the aggregate amount outstanding at the end of the financial year under the transactions, arrangements and agreements so made for that officer does not exceed £2,500.

(3)Section 345 of this Act (power of Secretary of State to alter money sums by statutory instrument subject to negative resolution in Parliament) applies as if the money sum specified above in this paragraph were specified in Part X.

17The following provisions of this Act apply for purposes of this Part—

(a)section 331(2), (3), (5) and (7), as regards the meaning of "guarantee", "quasi-loan", "recognised bank" and " credit transaction ", and

(b)section 331(9), as to the interpretation of references to a transaction or arrangement being made " for" a person;

and "amount outstanding" means the amount of the outstanding liabilities of the person for whom the transaction, arrangement or agreement was made or, in the case of a guarantee or security, the amount guaranteed or secured.

PART IIIMatters to be Disclosed under Section 234 (Recognised Banks)

18This Part of this Schedule applies in relation to the same classes of transactions, arrangements and agreements as does Part II.

19To comply with this Part, the accounts must contain a statement, in relation to such transactions, arrangements and agreements made as mentioned in section 234(1), of—

(a)the aggregate amounts outstanding at the end of the financial year under transactions, arrangements and agreements within sub-paragraphs (a), (b) and (c) respectively of paragraph 15 of this Schedule, and

(b)the numbers of persons for whom the transactions, arrangements and agreements falling within each of those sub-paragraphs were made.

20For the purposes of the application of paragraph 19 in relation to loans and quasi-loans made by a company to persons connected with a person who at any time is a director of the company or of its holding company, a company which a person does not control is not connected with him.

21The following provisions of this Act apply for purposes of this Part—

(a)section 331(3), as regards the meaning of " quasi-loan ";

(b)section 331(9), as to the interpretation of references to a transaction or arrangement being made " for" a person; and

(c)section 346, as to the interpretation of references to a person being connected with a director, or to a director controlling a company;

and "amount outstanding" means the amount of the outstanding liabilities of the person for whom the transaction, arrangement or agreement was made or, in the case of a guarantee or security, the amount guaranteed or secured.

Section 235.

SCHEDULE 7Matters to be Dealt With in Directors' Report

PART IMatters of a General Nature

Asset values

1(1)If significant changes in the fixed assets of the company or of any of its subsidiaries have occurred in the financial year, the report shall contain particulars of the changes.

(2)If, in the case of such of those assets as consist in interests in land, their market value (as at the end of the financial year) differs substantially from the amount at which they are included in the balance sheet, and the difference is, in the directors' opinion, of such significance as to require that the attention of members of the company or of holders of its debentures should be drawn to it, the report shall indicate the difference with such degree of precision as is practicable.

Directors' interests

2(1)The report shall state the following, with respect to each person who, at the end of the financial year, was a director of the company—

(a)whether or not, according to the register kept by the company for the purposes of sections 324 to 328 of this Act (director's obligation to notify his interests in the company and companies in the same group), he was at the end of that year interested in shares in, or debentures of, the company or any other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company;

(b)if he was so interested—

(i)the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested,

(ii)whether or not (according to that register) he was, at the beginning of that year (or, if he was not then a director, when he became one), interested in shares in, or debentures of, the company or any other such body corporate, and

(iii)if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of the financial year or (as the case may be) when he became a director.

(2)An interest in shares or debentures which, under sections 324 to 328, falls to be treated as being the interest of a director is so treated for the purposes of this paragraph; and the references above to the time when a person became a director, in the case of a person who became a director on more than one occasion, is to the time when he first became a director.

(3)The particulars required by this paragraph may be given by way of notes to the company's accounts in respect of the financial year, instead of being stated in the directors' report.

Political and charitable gifts

3(1)The following applies if the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year given money for political purposes or charitable purposes or both.

(2)If the money given exceeded £200 in amount, there shall be contained in the directors' report for the year—

(a)in the case of each of the purposes for which money has been given, a statement of the amount of money given for that purpose, and

(b)in the case of political purposes for which money has been given, the following particulars (so far as applicable)—

(i)the name of each person to whom money has been given for those purposes exceeding £200 in amount and the amount of money given.

(ii)if money exceeding £200 in amount has been given by way of donation or subscription to a political party, the identity of the party and the amount of money given.

4(1)Paragraph 3 does not apply to a company which, at the end of the financial year, has subsidiaries which have, in that year, given money as mentioned above, but is not itself the wholly-owned subsidiary of a company incorporated in Great Britain.

(2)But in such a case there shall (if the amount of money so given in that year by the company and the subsidiaries between them exceeds £200) be contained in the directors' report for the year—

(a)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, and

(b)in the case of political purposes for which money has been given, the like particulars (so far as applicable) as are required by paragraph 3.

5(1)The following applies for the interpretation of paragraphs 3 and 4.

(2)A company is to be treated as giving money for political purposes if, directly or indirectly—

(a)it gives a donation or subscription to a political party of the United Kingdom or any part of it; or

(b)it gives a donation or subscription to a person who, to the company's knowledge, is carrying on, or proposing to carry on, any activities which can, at the time at which the donation or subscription was given, reasonably be regarded as likely to affect public support for such a political party as is mentioned above.

(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.

(4)" Charitable purposes " means purposes which are exclusively charitable; and, as respects Scotland, " charitable" is to be construed as if it were contained in the Income Tax Acts.

Miscellaneous

6The directors' report shall contain—

(a)particulars of any important events affecting the company or any of its subsidiaries which have occurred since the end of the financial year,

(b)an indication of likely future developments in the business of the company and of its subsidiaries, and

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

PART IIDisclosure Required by Company Acquiring its Own Shares, etc.

7This 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).

8The 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 IIIDisclosure 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 [1944 c. 10.] Disabled Persons (Employment) Act 1944.

PART IVHealth, Safety and Welfare at Work of Company's Employees

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 [1974 c. 37.] 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 VEmployee 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.

Sections 247, 249, 250, 251, 254.

SCHEDULE 8Modified Accounts of Companies Qualifying as Small or Medium Sized

PART IModified Individual Accounts

Introductory

1In this Part of this Schedule—

(a)paragraphs 2 to 6 relate to a company's individual accounts modified as for a small company.

(b)paragraphs 7 and 8 relate to a company's individual accounts modified as for a medium-sized company, and

(c)paragraphs 9 to 11 relate to both cases.

Accounts modified as for a small company

2(1)In respect of the relevant financial year, there may be delivered a copy of a modified balance sheet, instead of the full balance sheet.

(2)The modified balance sheet shall be an abbreviated version of the full balance sheet, showing only those items to which a letter or Roman number is assigned in the balance sheet format adopted under Schedule 4, Part I, but in other respects corresponding to the full balance sheet.

(3)The copy of the modified balance sheet shall be signed as required by section 238.

3A copy of the company's profit and loss account need not be delivered, nor a copy of the directors' report otherwise required by section 241.

4The information required by Parts V and VI of Schedule 5 need not be given.

5The information required by Schedule 4 to be given in notes to the accounts need not be given, with the exception of any information required by the following provisions of that Schedule—

  • paragraph 36 (accounting policies),

  • paragraph 38 (share capital). paragraph 39 (particulars of allotments),

  • paragraph 48(1) and (4) (particulars of debts),

  • paragraph 58(1) (basis of translation of foreign currency amounts into sterling), and

  • paragraph 58(2) (corresponding amounts for preceding financial year);

and the reference here to paragraph 58(2) includes that sub-paragraph as applied to any item stated in a note to the company's accounts, whether by virtue of a requirement of Schedule 4 or under any other provision of this Act

6If a modified balance sheet is delivered, there shall be disclosed in it (or in a note to the company's accounts delivered)—

(a)the aggregate of the amounts required by note (5) of the notes on the balance sheet formats set out in Schedule 4 Part I to be shown separately for each item included under debtors (amounts falling due after one year), and

(b)the aggregate of the amounts required by note (13) of those notes to be shown separately for each item included under creditors in Format 2 (amounts falling due within one year or after more than one year).

Accounts modified as for a medium-sized company

7(1)There may be delivered a copy of a modified profit and loss account, instead of the company's full profit and loss account (that is, the profit and loss account prepared as under section 227).

(2)The modified profit and loss account shall, save for one exception, correspond to the full profit and loss account; and that exception is the combination as one item, under the heading "gross profit or loss ", of the following items listed in the profit and loss account formats set out in Schedule 4 Part I—

  • Items 1, 2, 3 and 6 in Format 1 ;

  • Items 1 to 5 in Format 2 ;

  • Items A.1, B.1 and B.2 in Format 3 ; and

  • Items A.1, A.2 and B.1 to B.4 in Format 4.

8The information required by paragraph 55 of Schedule 4 (particulars of turnover) need not be given.

Both cases

9The company's balance sheet shall contain a statement by the directors that—

(a)they rely on sections 247 to 249 of this Act as entitling them to deliver modified accounts, and

(b)they do so on the ground that the company is entitled to the benefit of those sections as a small or (as the case may be) a medium-sized company;

and the statement shall appear in the balance sheet immediately above the signatures of the directors.

10(1)The accounts delivered shall be accompanied by a special report of the auditors stating that in their opinion—

(a)the directors are entitled to deliver modified accounts in respect of the financial year, as claimed in the directors' statement, and

(b)any accounts comprised in the documents delivered as modified accounts are properly prepared as such in accordance with this Schedule.

(2)A copy of the auditors' report under section 236 need not be delivered : but the full text of it shall be reproduced in the special report under this paragraph.

(3)If the directors propose to rely on sections 247 to 249 as entitling them to deliver modified accounts, it is the auditors' duty to provide them with a report stating whether in their opinion the directors are so entitled, and whether the documents to be delivered as modified accounts are properly prepared in accordance with this Act

11Subject as above, where the directors rely on sections 247 to 249 in delivering any documents, and—

(a)the company is entitled to the benefit of those sections on the ground claimed by the directors in their statement under paragraph 9, and

(b)the accounts comprised in the documents delivered as modified accounts are properly prepared in accordance with this Schedule,

then section 241(3) has effect as if any document which by virtue of this Part of this Schedule is included in or omitted from the documents delivered as modified accounts were (or, as the case may be, were not) required by this Act to be comprised in the company's accounts in respect of the financial year.

PART IIModified Group Accounts (in Consolidated Form)

Introductory

12In this Part of this Schedule—

(a)paragraphs 13 to 17 relate to modified accounts for a small group, and

(b)paragraphs 18 and 19 relate to modified accounts for a medium-sized group.

Small groups

13(1)In respect of the relevant financial year, there may be delivered a copy of a modified balance sheet, instead of the full consolidated balance sheet

(2)The modified balance sheet shall be an abbreviated version of the full consolidated balance sheet, showing only those items to which a letter or Roman numeral is assigned in the balance sheet format adopted under Schedule 4 Part I, but in other respects corresponding to the full consolidated balance sheet.

14A copy of the profit and loss account need not be delivered, nor a copy of the directors' report otherwise required by section 241.

15The information required by Schedule 4 to be given in notes to group accounts need not be given, with the exception of any information required by provisions of that Schedule listed in paragraph 5 above.

16There shall be disclosed in the modified balance sheet, or in a note to the group accounts delivered, aggregate amounts corresponding to those specified in paragraph 6 above.

17The information required by Parts V and VI of Schedule 5 need not be given.

Medium-sized groups

18(1)There may be delivered a copy of a modified profit and loss account, instead of a full consolidated profit and loss account prepared as under section 229.

(2)The modified profit and loss account shall, save for one exception, correspond to the full consolidated profit and loss account; and that exception is the combination as one item, under the heading " gross profit or loss", of the items listed in the profit and loss account formats set out in Schedule 4 Part I which are specified in paragraph 7(2) above.

19The information required by paragraph 55 of Schedule 4 (particulars of turnover) need not be given.

PART IIIModified Group Accounts (Consolidated or Other)

20If modified group accounts are delivered, the following paragraphs apply.

21The directors' statement required by paragraph 9 to be contained in the balance sheet shall include a statement that the documents delivered include modified group accounts, in reliance on section 250.

22(1)The auditors' special report under paragraph 10 shall include a statement that in their opinion—

(a)the directors are entitled to deliver modified group accounts, as claimed in their statement in the balance sheet, and

(b)any accounts comprised in the documents delivered as modified group accounts are properly prepared as such in accordance with this Schedule.

(2)A copy of the auditors' report under section 236 need not be delivered ; but the full text of it shall be reproduced in the special report under paragraph 10.

(3)If the directors propose to rely on section 250 as entitling them to deliver modified group accounts, it is the auditors' duty to provide them with a report stating whether in their opinion the directors are so entitled, and whether the documents to be delivered as modified group accounts are properly prepared in accordance with this Schedule.

23Subject as above, where the directors rely on section 250 in delivering any documents, and

(a)the company is entitled to the benefit of that section on the ground claimed by the directors in their statement in the balance sheet, and

(b)the accounts comprised in the documents delivered as modified accounts are properly prepared in accordance with this Schedule,

then section 241(3) has effect as if any document which by virtue of this Schedule is included in or omitted from the documents delivered as modified group accounts were (or, as the case may be, were not) required by this Act to be comprised in the company's accounts in respect of the financial year.

Section 258.

SCHEDULE 9Form and Content of Special Category Accounts

Preliminary

1Paragraphs 2 to 13 of this Schedule apply to the balance sheet and 14 to 18 to the profit and loss account, and are subject to the exceptions and modifications provided for by Part II of this Schedule in the case of a holding or subsidiary company and by Part III thereof in the case of companies of the classes there mentioned.

PART IGeneral Provisions as to Balance Sheet and Profit and Loss Account

Balance sheet

2The authorised share capital, issued share capital, liabilities and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified—

(a)any part of the issued capital that consists of redeemable shares, the earliest and latest dates on which the company has power to redeem those shares, whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder and whether any (and, if so, what) premium is payable on redemption;

(b)so far as the information is not given in the profit and loss account, any share capital on which interest has been paid out of capital during the financial year, and the rate at which interest has been so paid ;

(c)the amount of the share premium account;

(d)particulars of any redeemed debentures which the company has power to re-issue.

3There shall be stated under separate headings, so far as they are not written off,—

(a)the preliminary expenses ;

(b)any expenses incurred in connection with any issue of share capital or debentures;

(c)the amount of the discount allowed on any issue of shares or debentures;

(d)any sums allowed by way of discount in respect of any debentures; and

(e)the amount of the discount allowed on any issue of shares at a discount.

4(1)The reserves, provisions, liabilities and assets shall be classified under headings appropriate to the company's business:

Provided that—

(a)where the amount of any class is not material, it may be in eluded under the same heading as some other class ; and

(b)where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.

(2)Fixed assets, current assets and assets that are neither fixed nor current shall be separately identified.

(3)The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.

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.

6In 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.

7The aggregate amounts respectively of reserves and provisions (other than provisions for depreciation, renewals or diminution in value of assets) shall be stated under separate headings;

Provided that—

(a)this paragraph shall not require a separate statement of either of the said amounts which is not material; and

(b)the Secretary of State may direct that a separate statement shall not be required of the amount of provisions where he is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account a provision (other than as aforesaid) shall be so framed or marked as to indicate that fact.

8(1)There shall also be shown (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material)—

(a)where the amount of the reserves or of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived : and

(b)where—

(i)the amount of the reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year; or

(ii)the amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) exceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof ;

the application of the amounts derived from the difference.

(2)Where the heading showing the reserves or any of the provisions aforesaid is divided into sub-headings, this paragraph shall apply to each of the separate amounts shown in the sub-headings instead of applying to the aggregate amount thereof.

9If an amount is set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation, it shall be stated.

10(1)There shall be shown under separate headings—

(a)the aggregate amounts respectively of the company's listed investments and unlisted investments ;

(b)if the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from the books of the company, or from any contract for the sale or purchase of any properly to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property, the said amount so shown or ascertained as far as not written off or, as the case may be, the said amount so far as it is so shown or ascertainable and as so shown or ascertained, as the case may be ;

(c)the aggregate amount of any outstanding loans made under the authority of section 153(4)(b) or (c) or 155 of this Act;

(d)the aggregate amount of bank loans and overdrafts and the aggregate amount of loans made to the company which—

(i)are repayable otherwise than by instalments and fall due for repayment after the expiration of the period of five years beginning with the day next following the expiration of the financial year; or

(ii)are repayable by instalments any of which fall due for payment after the expiration of that period ;

not being, in either case, bank loans or overdrafts ;

(e)the aggregate amount which is recommended for distribution by way of dividend.

(2)Nothing in head (b) of the foregoing sub-paragraph shall be taken as requiring the amount of the goodwill, patents and trade marks to be stated otherwise than as a single item.

(3)The heading showing the amount of the listed investments shall be subdivided, where necessary, to distinguish the investments as respects which there has, and those as respects which there has not, been granted a listing on a recognised stock exchange.

(4)In relation to each loan falling within head (d) of sub-paragraph (1) of this paragraph (other than a bank loan or overdraft), there shall be stated by way of note (if not otherwise stated) the terms on which it is repayable and the rate at which interest is payable thereon:

Provided that if the number of loans is such that, in the opinion of the directors, compliance with the foregoing requirement would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms on which the loans are repayable and the rates at which interest is payable thereon.

11Where any liability of the company is secured otherwise than by operation of law on any assets of the company, the fact that that liability is so secured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.

12Where any of the company's debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company shall be stated.

13(1)The matters referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed, if not otherwise shown.

(2)The number, description and amount of any shares in the company which any person has an option to subscribe for, together with the following particulars of the option, that is to say—

(a)the period during which it is exercisable ;

(b)the price to be paid for shares subscribed for under it.

(3)Where shares in a public company (other than an old public company within the meaning of section 1 of the Consequential Provisions Act) are purchased or are acquired by the company by forfeiture or surrender in lieu of forfeiture, or as expressly permitted by section 143(3) of this Act, or are acquired by another person in circumstances where paragraph (c) or (d) of section 146(1) applies or are made subject to a lien or 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—

(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 the financial year) are held at any time by the company or that other person during that year ;

(d)the number and nominal value of 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 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 ;

(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.

(4)Any distribution made by an investment company within the meaning of Part VIII of this Act which reduces the amount of its net assets to less than the aggregate of its called-up share capital and undistributable reserves.

For purposes of this sub-paragraph, a company's net assets are the aggregate of its assets less the aggregate of its liabilities ; and " undistributable reserves " has the meaning given by section 264(3).

(5)The amount of any arrears of fixed cumulative dividends on the company's shares and the period for which the dividends or, if there is more than one class, each class of them are in arrear.

(6)Particulars of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured

(7)The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.

(8)Where practicable the aggregate amount or estimated amount, if it is material, of contracts for capital expenditure, so far as not provided for and, where practicable, the aggregate amount or estimated amount, if it is material, of capital expenditure authorised by the directors which has not been contracted for.

(9)In the case of fixed assets under any heading whose amount is required to be arrived at in accordance with paragraph 5(1) of this Schedule (other than unlisted investments) and is so arrived at by reference to a valuation, the years (so far as they are known to the directors) in which the assets were severally valued and the several values, and, in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

(10)If there are included amongst fixed assets under any heading (other than investments) assets that have been acquired during the financial year, the aggregate amount of the assets acquired as determined for the purpose of making up the balance sheet, and if during that year any fixed assets included under a heading in the balance sheet made up with respect to the immediately preceding financial year (other than investments) have been disposed of or destroyed, the aggregate amount thereof as determined for the purpose of making up that balance sheet.

(11)Of the amount of fixed assets consisting of land, how much is ascribable to land of freehold tenure and how much to land of leasehold tenure, and, of the latter, how much is ascribable to land held on long lease and how much to land held on short lease.

(12)If in the opinion of the directors any of the current assets have not a value, on realisation in the ordinary course of the company's business, at least equal to the amount at which they are stated, the fact that the directors are of that opinion.

(13)The aggregate market value of the company's listed investments where it differs from the amount of the investments as stated and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value.

(14)If a sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation has been used during the financial year for another purpose, the amount thereof and the fact that it has been so used.

(15)If the amount carried forward for stock in trade or work in progress is material for the appreciation by its members of the company's state of affairs or of its profit or loss for the financial year, the manner in which that amount has been computed.

(16)The basis on which foreign currencies have been converted into sterling, where the amount of the assets or liabilities affected is material.

(17)The basis on which the amount, if any, set aside for United Kingdom corporation tax is computed.

(18)The corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet other than any item the amount for which is shown—

(a)in pursuance of sub-paragraph (10) of this paragraph, or

(b)as an amount the source or application of which is required by paragraph 8 to be shown.

Profit and loss account

14(1)There shall be shown—

(a)the amount charged to revenue by way of provision for depreciation, renewals or diminution in value of fixed assets;

(b)the amount of the interest on loans of the following kinds made to the company (whether on the security of debentures or not), namely, bank loans, overdrafts and loans which, not being bank loans or overdrafts,—

(i)are repayable otherwise than by instalments and fall due for repayment before the expiration of the period of five years beginning with the day next following the expiration of the financial year ; or

(ii)are repayable by instalments the last of which falls due for payment before the expiration of that period ;

and the amount of the interest on loans of other kinds so made (whether on the security of debentures or not);

(c)the amount of the charge to revenue for United Kingdom corporation tax and, if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief, the amount of the charge for United Kingdom income tax, and the amount of the charge for taxation imposed outside the United Kingdom of profits, income and (so far as charged to revenue) capital gains ;

(d)the amounts respectively set aside for redemption of share capital and for redemption of loans ;

(e)the amount, if material, set aside or proposed to be set aside to, or withdrawn from, reserves ;

(f)subject to sub-paragraph (2) of this paragraph, the amount, if material, set aside to provisions other than provisions for depreciation, renewals, or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof;

(g)the amounts respectively of income from listed investments and income from unlisted investments ;

(h)if a substantial part of the company's revenue for the financial year consists in rents from land, the amount thereof (after deduction of ground-rents, rates and other outgoings);

(j)the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery ;

(k)the aggregate amount of the dividends paid and proposed

(2)The Secretary of State may direct that a company shall not be obliged to show an amount set aside to provisions in accordance with sub-paragraph (1)(f) of this paragraph, if he is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account the amount set aside as aforesaid shall be so framed or marked as to indicate that fact

(3)If, in the case of any assets in whose case an amount is charged to revenue by way of provision for depreciation or diminution in value, an amount is also so charged by way of provision for renewal thereof, the last-mentioned amount shall be shown separately.

(4)If the amount charged to revenue by way of provision for depreciation or diminution in value of any fixed assets (other than investments) has been determined otherwise than by reference to the amount of those assets as determined for the purpose of making up the balance sheet, that fact shall be stated.

15The amount of any charge arising in consequence of the occurrence of an event in a preceding financial year and of any credit so arising shall, if not included in a heading relating to other matters, be stated under a separate heading.

16The amount of the remuneration of the auditors shall be shown under a separate heading, and for the purposes of this paragraph, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the expression " remuneration ".

17(1)The following matters shall be stated by way of note, if not otherwise shown.

(2)The turnover for the financial year, except in so far as it ii attributable to the business of banking or discounting or to business of such other class as may be prescribed for the purposes of this sub-paragraph.

(3)If some or all of the turnover is omitted by reason of its being attributable as aforesaid, the fact that it is so omitted.

(4)The method by which turnover stated is arrived at

(5)A company shall not be subject to the requirements of this paragraph if it is neither a holding company nor a subsidiary of another body corporate and the turnover which, apart from this sub-paragraph, would be required to be stated does not exceed £1 million.

18(1)The following matters shall be stated by way of note, if not otherwise shown.

(2)If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.

(3)The basis on which the charge for United Kingdom corpora-don tax and United Kingdom income tax is computed.

(4)Any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years.

(5)The corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account

(6)Any material respects in which items shown in the profit and loss account are affected—

(a)by transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature ; or

(b)by any change in the basis of accounting.

PART IISpecial Provisions where the Company is a Holding or Subsidiary Company

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

19(1)This paragraph applies where the company is a holding company, whether or not it is itself a subsidiary of another body corporate.

(2)The aggregate amount of assets consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from all the other assets of the company, and the aggregate amount of indebtedness (whether on account of a loan or otherwise) to the company's subsidiaries shall be so set out separately from all its other liabilities and—

(a)the references in Part I of this Schedule to the company's investments (except those in paragraphs 13(10) and 14(4)) shall not include investments in its subsidiaries required by this paragraph to be separately set out; and

(b)paragraph 5, sub-paragraph (1)(a) of paragraph 14, and sub-paragraph (2) of paragraph 18 of this Schedule shall not apply in relation to fixed assets consisting of interests in the company's subsidiaries.

(3)There shall be shown by way of note on the balance sheet or in a statement or report annexed thereto the number, description and amount of the shares in and debentures of the company held by its subsidiaries or their nominees, but excluding any of those shares or debentures in the case of which the subsidiary is concerned as personal representative or in the case of which it is concerned as trustee and neither the company nor any subsidiary thereof is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

Schedule 2 has effect for the interpretation of the reference in this sub-paragraph to a beneficial interest under a trust.

(4)Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing—

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

(b)the net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i)for the respective financial years of the subsidiaries ending with or during the financial year of the company ; and

(ii)for their previous financial years since they respectively became the holding company's subsidiary ;

(c)the net aggregate amount of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i)for the respective financial years of the subsidiaries ending with or during the financial year of the company; and

(ii)for their other financial years since they respectively became the holding company's subsidiary ;

so far as those profits are dealt with, or provision is made for those losses, in the company's accounts ;

(d)any qualifications contained in the report of the auditors of the subsidiaries on their accounts for their respective financial years ending as aforesaid, and any note or saving contained in those accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its members;

or, in so far as the information required by this sub-paragraph is not obtainable, a statement that it is not obtainable:

Provided that the Secretary of State may, on the application or with the consent of the company's directors, direct that in relation to any subsidiary this sub-paragraph shall not apply or shall apply only to such extent as may be provided by the direction.

(5)Paragraphs (b) and (c) of the last foregoing sub-paragraph shall apply only to profits and losses of a subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses, and the profits or losses attributable to any shares in a subsidiary for the time being held by the holding company or any other of its subsidiaries shall not (for the purposes of those paragraphs) be treated as aforesaid so far as they are profits or losses for the period before the date on or as from which the shares were acquired by the company or any of its subsidiaries, except that they may in a proper case be so treated where—

(a)the company is itself the subsidiary of another body corporate ; and

(b)the shares were acquired from that body corporate or a subsidiary of it;

and for the purpose of determining whether any profits or losses are to be treated as profits or losses for the said period the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reasonable accuracy by reference to the facts, be treated as accruing from day to day during that year and be apportioned accordingly.

The amendment of the previous corresponding provision by section 40(3) of the [1981 c. 62.] Companies Act 1981 (substituting " (for the purposes of those paragraphs) " for " (for that or any other purpose)") is without prejudice to any other restriction with respect to the manner in which a holding company may treat pre-acquisition profits or losses of a subsidiary in its accounts.

(6)Paragraphs (b) and (c) of sub-paragraph (4) above shall not apply where the company is a wholly-owned subsidiary of another body corporate incorporated in Great Britain if there is annexed to the balance sheet a statement that in the opinion of the directors of the company the aggregate value of the assets of the company consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries is not less than the aggregate of the amounts at which those assets are stated or included in the balance sheet.

(7)Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company—

(a)the reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company; and

(b)the dates on which the subsidiaries' financial years ending last before that of the company respectively ended or the earliest and latest of those dates.

20(1)The balance sheet of a company which is a subsidiary of another body corporate, whether or not it is itself a holding company, shall show the aggregate amount of its indebtedness to all bodies corporate of which it is a subsidiary or a fellow subsidiary and the aggregate amount of indebtedness of all such bodies corporate to it, distinguishing in each case between indebtedness in respect of debentures and otherwise, and the aggregate amount of assets consisting of shares in fellow subsidiaries.

(2)For the purposes of this paragraph a company shall be deemed to be a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is the other's.

Consolidated accounts of holding company and subsidiaries

21Subject to the following paragraphs of this Part of this Schedule the consolidated balance sheet and profit and loss account shall combine the information contained in the separate balance sheets and profit and loss accounts of the holding company and of the subsidiaries dealt with by the consolidated accounts, but with such adjustments (if any) as the directors of the holding company think necessary.

22Subject as aforesaid and to Part III of this Schedule, the consolidated accounts shall, in giving the said information, comply so far as practicable, with the requirements of this Act as if they were the accounts of an actual company.

23The following provisions of this Act, namely—

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

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

do not by virtue of the two last foregoing paragraphs apply for the purpose of the consolidated accounts.

24Paragraph 22 above is without prejudice to any requirement of this Act which applies (otherwise than by virtue of paragraph 21 or 22) to group accounts.

25In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts—

(a)sub-paragraphs (2) and (3) of paragraph 19 of this Schedule shall apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries ; and

(b)there shall be annexed the like statement as is required by sub-paragraph (4) of that paragraph where there are no group accounts, but as if references therein to the holding company's accounts were references to the consolidated accounts.

26In relation to any subsidiary (whether or not dealt with by the consolidated accounts), whose financial year did not end with that of the company, there shall be annexed the like statement as is required by sub-paragraph (7) of paragraph 19 of this Schedule where there are no group accounts.

PART IIIExceptions for Certain Special Category Companies

27(1)The following applies to a banking company (if not subject to the [S.I. 1970/327.] Banking Companies (Accounts) Regulations 1970) which satisfies the Secretary of State that it ought to have the benefit of this paragraph.

(2)The company shall not be subject to the requirements of Part I of this Schedule other than—

(a)as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4 (so far as it relates to assets), paragraph 10 (except sub-paragraphs (1)(d) and (4)), paragraphs 11 and 12 and paragraph 13 (except sub-paragraphs (9), (10), (11), (13) and (14)); and

(b)as respects its profit and loss account, those of sub-paragraph (1)(h) and (k) of paragraph 14, paragraphs 15 and 16 and sub-paragraphs (1) and (5) of paragraph 18.

(3)But, where in the company's balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company's profit or loss has been arrived at

(4)The company's accounts shall not be deemed, by reason only of the fact that they do not comply with any requirements of the said Part I from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

28(1)An insurance company to which Part II of the [1982 c. 50.] Insurance Companies Act 1982 applies shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a)as respects its balance sheet, those of paragraphs 4 to 8 (both inclusive), sub-paragraphs (1)(a) and (3) of paragraph 10 and sub-paragraphs (6), (7) and (9) to (13) (both inclusive) of paragraph 13;

(b)as respects its profit and loss account, those of paragraph 14 (except sub-paragraph (1)(b), (c), (d) and (k)) and paragraph 18(2);

but, where in its balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company's profit or loss has been arrived at:

Provided that the Secretary of State may direct that any such insurance company whose business includes to a substantial extent business other than insurance business shall comply with all the requirements of the said Part I or such of them as may be specified in the direction and shall comply therewith as respects either the whole of its business or such part thereof as may be so specified.

(2)The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirement of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act

29(1)A shipping company shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a)as respects its balance sheet, those of paragraph 4 (except so far as it relates to assets), paragraphs 5, 7 and 8 and sub-paragraphs (9) and (10) of paragraph 13 ;

(b)as respects its profit and loss account, those of sub-paragraph (1)(a), (e) and (f) and sub-paragraphs (3) and (4) of paragraph 14 and paragraph 17.

(2)The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirements of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

30Where a company entitled to the benefit of any provision contained in this Part of this Schedule is a holding company, the reference in Part II of this Schedule to consolidated accounts complying with the requirements of this Act shall, in relation to consolidated accounts of that company, be construed as referring to those requirements in so far only—

(a)as they apply to the individual accounts of that company, and

(b)as they apply (otherwise than by virtue of paragraphs 21 and 22) to the group accounts prepared by that company.

PART IVSpecial Provisions Where the Company Has Entered into Arrangements Subject to Merger Relief

31(1)Where during the financial year the company has allotted shares in consideration for the issue, transfer or cancellation of shares in another body corporate (" the other company ") in circumstances where by virtue of section 131(2) (merger relief) section 130 did not apply to the premiums on those shares, the following information shall be given by way of a note to the company's accounts—

(a)the name of the other company ;

(b)the number, nominal value and class of shares so allotted ;

(c)the number, nominal value and class of shares in the other company so issued, transferred or cancelled ;

(d)particulars of the accounting treatment adopted in the company's accounts (including any group accounts) in respect of such issue, transfer or cancellation ; and

(e)where the company prepares group accounts, particulars of the extent to which and manner in which the profit or loss for the year of the group which appears in those accounts is affected by any profit or loss of the other company or any of its subsidiaries which arose at any time before the allotment

(2)Where the company has during the financial year or during either of the two financial years immediately preceding it made such an allotment of shares as is mentioned in sub-paragraph (1) above and there is included in the company's consolidated profit and loss account, or if it has no such account, in its individual profit and loss account, any profit or loss (or part thereof) to which this sub-paragraph applies then the net amount of any such profit or loss (or part thereof) shall be shown in a note to the accounts together with an explanation of the transactions to which that information relates.

(3)Sub-paragraph (2) applies—

(a)to any profit or loss realised during the financial year by the company, or any of its subsidiaries, on the disposal of any shares in the other company or of any assets which were fixed assets of the other company, or of any of its subsidiaries, at the time of the allotment; and

(b)to any part of any profit or loss realised during the financial year by the company, or any of its subsidiaries, on the disposal of any shares (not being shares in the other company), which was attributable to the fact that at the time of the disposal there were amongst the assets of the company which issued those shares, or any of its subsidiaries, such shares or assets as are described in paragraph (a) above.

(4)Where in pursuance of the arrangement in question shares are allotted on different dates, the time of allotment for the purposes of sub-paragraphs (1)(e) and (3)(a) above is taken to be—

(a)if the other company becomes a subsidiary of the company as a result of the arrangement—

(i)if the arrangement becomes binding only upon the fulfilment of a condition, the date on which that condition is fulfilled, and

(ii)in any other case, the date on which the other company becomes a subsidiary of the company ;

(b)if the other company is a subsidiary of the company when the arrangement is proposed, the date of the first allotment pursuant to that arrangement.

PART VInterpretation of Schedule

32(1)For the purposes of this Schedule, unless the context otherwise requires,—

(a)the expression " provision " shall, subject to sub-paragraph (2) of this paragraph, mean any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability of which the amount cannot be determined with substantial accuracy ;

(b)the expression " reserve" shall not, subject as aforesaid, include any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability or any sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation ';

and in this paragraph the expression "liability" shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.

(2)Where—

(a)any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets; or

(b)any amount retained by way of providing for any known liability;

is in excess of that which in the opinion of the directors is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as a reserve and not as a provision.

33For the purposes aforesaid, the expression " listed investment" means an investment as respects which there has been granted a listing on a recognised stock exchange, or on any stock exchange of repute outside Great Britain and the expression " unlisted investment " shall be construed accordingly.

34For the purposes aforesaid, the expression " long lease " means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less than fifty years, the expression " short lease " means a lease which is not a long lease and the expression " lease " includes an agreement for a lease.

35For the purposes aforesaid, a loan shall be deemed to fall due for repayment, and an instalment of a loan shall be deemed to fall due for payment, on the earliest date on which the lender could require repayment or, as the case may be, payment if he exercised all options and rights available to him.

36In the application of this Schedule to Scotland, " land of freehold tenure" means land in respect of which the company is the proprietor of the dominium utile or, in the case of land not held on feudal tenure, is the owner; " land of leasehold tenure " means land of which the company is the tenant under a lease ; and the reference to ground-rents, rates and other outgoings includes a reference to feu-duty and ground annual.

Section 235(6), 261.

SCHEDULE 10Additional Matters to be Dealt With in Directors' Report Attached to Special Category Accounts

Recent issues

1(1)If in the financial year to which the accounts relate the company has issued any shares, the directors' report shall state the reason for making the issue, the classes of shares issued and, as respects each class of shares, the number issued and the consideration received by the company for the issue.

(2)If in that year the company has issued any debentures, the report shall state the reason for making the issue, the classes of debentures issued, and, as respects each class of debentures, the amount issued and the consideration received by the company for the issue.

Turnover and profitability

2If in the course of the financial year the company (being one subject to the requirements of paragraph 17 of Schedule 9, but not one that has subsidiaries at the end of the year and submits in respect of that year group accounts prepared as consolidated accounts) has carried on business of two or more classes (other than banking or discounting or a class prescribed for the purpose of paragraph 17(2) of that Schedule) 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 year (so far as stated in the accounts in respect of the year in pursuance of that Schedule) is divided amongst those classes (describing them), and

(b)as regards business of each class, the extent or approximate extent (expressed, in either case, in monetary 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 company for that year before taxation.

3(1)This paragraph applies if—

(a)the company has subsidiaries at the end of the financial year and submits in respect of that year group accounts prepared as consolidated accounts, and

(b)the company and the subsidiaries dealt with by the accounts carried on between them in the course of the year business of two or more classes (other than banking or discounting or a class prescribed for the purposes of paragraph 17(2) of Schedule 9) that, in the opinion of the directors, differ substantially from each other.

(2)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 accounts for that year in pursuance of Schedule 9) is divided amongst those classes (describing them), and

(b)as regards business of each class, the extent or approximate extent (expressed, in either case, in monetary terms) to which, in the opinion of the directors of the company, the carrying on of business of that class contributed to, or restricted, the profit or loss for that year (before taxation) of the company and the subsidiaries dealt with by the accounts.

4For 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.

7The 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

9The 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.

Section 279.

SCHEDULE 11Modifications of Part VIII where Company's Relevant Accounts are Special Category

1Section 264 applies as if in subsection (2) for the words following "the aggregate of its liabilities" there were substituted " (liabilities" to include any provision within the meaning of Schedule 9, except to the extent that that provision is taken into account in calculating the value of any asset of the company)".

2Section 265 applies as if—

(a)for subsection (2) there were substituted—

(2)In subsection (1)(a), "liabilities" includes any provision (within the meaning of Schedule 9) except to the extent that that provision is taken into account for the purposes of that subsection in calculating the value of any asset of the company, and

(b)there were added at the end of the section—

(7)In determining capital and revenue profits and losses, an asset which is not a fixed asset or a current asset is treated as a fixed asset..

3Section 269 does not apply.

4Section 270 applies as if—

(a)in subsection (2) the following were substituted for paragraph (b)—

(b)provisions (within the meaning of Schedule 9);

(b)in subsection (3), for the words from "which were laid" onwards there were substituted—

which were laid or filed in respect of the last preceding accounting reference period in respect of which accounts so prepared were laid or filed; and for this purpose accounts are laid or filed if section 241(1) or (as the case may be) (3) has been complied with in relation to them; and

(c)in subsection (4)(b) the words " or filed" were inserted after " laid ".

5Section 271 applies as if—

(a)in subsection (2), immediately before paragraph (a) there were inserted " except where the company is entitled to avail itself, and has availed itself, of any of the provisions of Part III of Schedule 9 ", and

(b)at the end of subsection (4) there were added the words " or delivered to the registrar of companies according as those accounts have been laid or filed ".

6Sections 272 and 273 apply as if in section 272(3)—

(a)for the references to section 228 and Schedule 4 there were substituted references to section 258 and Schedule 9, and

(b)immediately before paragraph (a) there were inserted " except where the company is entitled to avail itself, and has availed itself, of any of the provisions of Part III of Schedule 9 ".

7Section 275 applies as if—

(a)for subsection (1) there were substituted—

(1)For purposes of section 263, any provision (within the meaning of Schedule 9), other than one in respect of any diminution of value of a fixed asset appearing on a revaluation of all the fixed assets of the company, or of all its fixed assets other than goodwill, is to be treated as a realised loss; and

(b)" fixed assets " were defined to include any other asset which is not a current asset.

Section 295.

SCHEDULE 12Supplementary Provisions in Connection with Disqualification Orders

PART IOrders under Sections 296 to 299

Application for order

1A 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.

2An 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

3On 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.

5On 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 IIOrders 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,

7Where 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

8On 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 IIITransitional Provisions and Savings from Companies Act 1981, ss. 93, 94

9Sections 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.

10Subject 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.

11Subject 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.

12The 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.

13For 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.

14An order made under section 28 of the [1976 c. 69.] 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.

15The 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.

16Section 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.

Sections 324, 325, 326, 328 and 346.

SCHEDULE 13Provisions Supplementing and Interpreting Sections 324 to 328

PART IRules for Interpretation of the Sections and also Section 346(4) and (5)

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

2Where property is held on mist 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.

4A 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-ball" is substituted for " one-third or more ".

5Where 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.

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

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

(b)be 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.

7Persons having a joint interest are deemed each of them to have that interest

8It is immaterial that shares or debentures in which a person has an interest are unidentifiable.

9So long as a person is entitled to receive, during the lifetime of himself or another, income from mist 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.

10A 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.

11There is to be disregarded an interest of a person subsisting by virtue of—

(a)any unit trust scheme declared by an order of the Secretary of State (or any predecessor of his) for the time being in force under the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958 to be an authorised unit trust scheme for the purposes of that Act;

(b)a scheme made under section 22 of the [1960 c. 58.] Charities Act 1960, section 11 of the [1961 c. 62.] Trustee Investments Act 1961 or section 1 of the [1965 c. 2.] Administration of Justice Act 1965 ; or

(c)the scheme set out in the Schedule to the [1958 No. 1.] Church Funds Investment Measure 1958.

12There 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 [1921 c. xxv.] 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 [1932 c. xxi.] Church of Scotland Trust Order Confirmation Act 1932.

13Delivery 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 IIPeriods Within Which Obligations Imposed By Section 324 Must Be Fulfilled

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.

16In 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 IIICircumstances in Which Obligation Imposed by Section 324 is not Discharged

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.

20In this Part, a reference to price paid or received includes any consideration other than money.

PART IVProvisions with Respect to Register of Directors' Interests to be Kept Under Section 325

21The register must be so made up that the entries in it against the several names appear in chronological order.

22An 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.

23The 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.

24The 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.

25The 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 during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge and of any other person on payment of 5 pence, or such less sum as the company may prescribe, for each inspection.

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 10 pence, or such less sum as the company may prescribe, for every 100 words or fractional part of 100 words required to be copied.

(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.

27The 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.

28Unless 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.

29The 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.

Section 362.

SCHEDULE 14Overseas Branch Registers

PART ICountries and Territories in Which Overseas Branch Register May be Kept

  • Northern Ireland

  • Any part of Her Majesty's dominions outside the United Kingdom, the Channel Islands or the Isle of Man

    • Bangladesh

    • Cyprus

    • Dominica

    • The Gambia

    • Ghana

    • Guyana

    • India

    • Kenya

    • Kiribati

    • Lesotho

    • Malawi

    • Malaysia

    • Malta

    • Nigeria

    • Pakistan

    • Republic of Ireland

    • Seychelles

    • Sierra Leone

    • Singapore

    • South Africa

    • Sri Lanka

    • Swaziland

    • Trinidad and Tobago

    • Uganda

    • Zimbabwe

PART IIGeneral 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 maimer 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 [1948 c. 38.] 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

5Subject 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.

6A 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.

7Subject 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.

8An instrument of transfer of a snare 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 and, unless executed in a part of the United Kingdom, is exempt from stamp duty chargeable in Great Britain.

PART IIIProvisions 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.

Section 363.

SCHEDULE 15Contents of Annual Return of a Company having a Share Capital

1The 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,

3A 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

4Particulars 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).

5A 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.

6All 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.

Section 571.

SCHEDULE 16Orders in Course of Winding Up Pronounced in Vacation (Scotland)

PART IOrders Which are to be Final

  • Order under section 557, as to the time for proving debts and claims.

  • Orders under section 561, as to the attendance of, and production of documents by, persons indebted to, or having property of, or information as to the affairs or property of, a company.

  • Orders under section 645 as to meetings for ascertaining wishes of creditors or contributories.

  • Orders under section 648, as to the examination of witnesses in regard to the property or affairs of a company.

PART IIOrders Which are to take Effect Until Matter Disposed of by Inner House

  • Orders under section 521(1), 525(2) or (3), 549, 672 or 673, restraining or permitting the commencement or the continuance of legal proceedings.

  • Orders under section 532(4), limiting the powers of provisional liquidators.

  • Orders under section 536, 599 or 609, appointing a liquidator to fill a vacancy, or appointing (except to fill a vacancy caused by the removal of a liquidator by the court) a liquidator for a winding up voluntarily or subject to supervision.

  • Orders under section 539, sanctioning the exercise of any power by a liquidator, other than the powers specified in paragraphs (c), (d), (e) and (f) of subsection (1).

  • Orders under section 551, requiring the delivery of property or documents to the liquidator.

  • Orders under section 565, as to the arrest and detention of an absconding contributory and his property.

  • Orders under section 606, for continuance of winding up subject to supervision.

Sections 547, 590.

SCHEDULE 17Proceedings of Committee of Inspection

1The 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.

2The 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

3A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.

4If 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

5A 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.

Section 610.

SCHEDULE 18Provisions of Part XX Not Applicable in Winding Up Subject to Supervision of the Court

SectionSubject matter
528Statement of company's affairs to be submitted to official receiver.
529
530Report by official receiver.
531Power of court to appoint liquidators.
532Appointment and powers of provisional liquidator.
533Appointment, style, etc. of liquidators in England and Wales.
534Provisions where person other than official receiver is appointed liquidator.
535Provision as to liquidators in Scotland.
536(except subs. (5))General provisions as to liquidators.
540Exercise and control of liquidator's powers in England and Wales.
541Books to be kept by liquidator (England and Wales).
542Payments by liquidator into bank (England and Wales).
543Audit of liquidator's accounts (England and Wales).
544Control of Secretary of State over liquidators in England and Wales.
545Release of liquidators (England and Wales).
546Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.
547(with Sch. 17)Constitution, proceedings, etc. of committee of inspection; powers of Secretary of State where no committee.
548
556Appointment of special manager (England and Wales).
563Power to order public examination of promoters and officers (England and Wales).
564
567Delegation to liquidator of certain powers of the court (England and Wales).

Section 614.

SCHEDULE 19Preference Among Creditors in Company Winding Up

" The relevant date "

1For 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

2All 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.

3Any sums due at the relevant date from the company on account of tax deductions for the 12 months next before that date.

The sums here referred to—

(a)are those due by way of deduction of income tax from emoluments during the relevant period, which the company was liable to make under section 204 of the [1970 c. 10.] Income and Corporation Taxes Act 1970, less the amount of the repayments of income tax which the company was liable to make during the same period, and

(b)include amounts due from the company in respect of deductions required to be made by it under section 69 of the [1975 c. 45.] Finance (No. 2) Act 1975 (construction industry contract workers).

Debts due to Customs & Excise

4Any value added tax due at the relevant date from the company and having become due within the 12 months next before that date.

For purposes of this paragraph, the tax having become due within those 12 months in respect of any prescribed accounting period falling partly within and partly outside those 12 months is taken to be such part of the tax due for the whole of that accounting reference period as is proportionate to the part of the period falling within the 12 months.

5The 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.

6Any amount due—

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

(b)under section 12(1) of the [1981 c. 63.] 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

7All 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

8All the debts specified in section 153(2) of the [1975 c. 14.] Social Security Act 1975, Schedule 3 to the [1975 c. 60.] Social Security Pensions Act 1975, and any corresponding provisions in force in Northern Ireland.

(This does not apply if the company is being wound up voluntarily merely for the purposes of reconstruction or amalgamation with another company.)

Debts to and in respect of company's employees

9All 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.

10All 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.

This includes, in relation to any person, all sums which, by virtue either of his contract of employment or of any enactment (including any order made or direction given under an Act), are payable on account of the remuneration which would, in the ordinary course, have become payable to him in respect of a period of holiday had his employment with the company continued until he became entitled to be allowed the holiday.

11The 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 [1978 c. 44.] 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 [1982 c. 24.] Social Security and Housing Benefits Act 1982, and

(e)remuneration under a protective award made by an industrial tribunal under section 101 of the [1975 c. 71.] 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.

13Where 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

14For 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.

Section 619.

SCHEDULE 20Vesting of Disclaimed Property ; Protection of Third Parties

PART IDisclaimer by Liquidator under sections 618, 619; Crown Disclaimer under section 656(England and Wales Only)

1The 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.

2The 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;

and in either event (if the case so requires) the liabilities and obligations must be as if the lease had comprised only the property comprised in the vesting order.

3A mortgagee or under-lessee declining to accept a vesting order on such terms is excluded from all interest in and security on the property.

4If there is no person claiming under the company who is willing to accept an order on such terms, the court has power to vest the company's estate and interest in the property in any person liable (either personally or in a representative character, and either alone or jointly with the company) to perform the lessee's covenants in the lease, freed and discharged from all estates, incumbrances and interests created therein by the company.

PART IICrown Disclaimer under section 656(Scotland Only)

5The court shall not under section 657 make a vesting order, where the property disclaimed is held under a lease, in favour of a person claiming under the company (whether as sub-lessee or as creditor in a duly registered or, as appropriate, recorded heritable security over a lease), except on the following terms.

6The 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;

and in either event (if the case so requires) the liabilities and obligations must be as if the lease had comprised only the property comprised in the vesting order.

7A creditor or sub-lessee declining to accept a vesting order on such terms is excluded from all interest in and security over the property.

8If there is no person claiming under the company who is willing to accept an order on such terms, the court has power to vest the company's estate and interest in the property in any person liable (either personally or in a representative character, and cither alone or jointly with the company) to perform the lessee's obligations under the lease, freed and discharged from all interests, rights and obligations created by the company in the lease or in relation to the lease.

9For the purposes of paragraph 5 above, a heritable security is duly recorded if it is recorded in the Register of Sasines and is duly registered if registered in accordance with the [1979 c. 33.] Land Registration (Scotland) Act 1979.

Section 689.

SCHEDULE 21Effect of Registration under section 680

Interpretation

1In this Schedule—

  • " registration" means registration in pursuance of section 680 in Chapter II of Part XXII of this Act, and " registered " has the corresponding meaning, and

  • "instrument" includes deed of settlement, contract of copartnery and letters patent.

Vesting of property

2All property belonging to or vested in the company at the date of its registration passes to and vests in the company on registration for all the estate and interest of the company in the property.

Existing liabilities

3Registration does not affect the company's rights or liabilities in respect of any debt or obligation incurred, or contract entered into, by, to, with or on behalf of the company before registration.

Pending actions at law

4(1)All actions and other legal proceedings which at the time of the company's registration are pending by or against the company, or the public officer or any member of it, may be continued in the same manner as if the registration had not taken place.

(2)However, execution shall not issue against the effects of any individual member of the company on any judgment, decree or order obtained in such an action or proceeding; but in the event of the company's property and effects being insufficient to satisfy the judgment, decree or order, an order may be obtained for winding up the company.

The company's constitution

5(1)All provisions contained in any Act of Parliament or other instrument constituting or regulating the company are deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much of them as would, if the company had been formed under this Act, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue were contained in registered articles.

(2)The provisions brought in under this paragraph include, in the case of a company registered as a company limited by guarantee, those of the resolution declaring the amount of the guarantee ; and they include also the statement under section 681(5)(a), and any statement under section 684(2).

6(1)All the provisions of this Act apply to the company, and to its members, contributories and creditors, in the same manner in all respects as if it had been formed under this Act, subject as follows.

(2)Table A does not apply unless adopted by special resolution.

(3)Provisions relating to the numbering of shares do not apply to any joint stock company whose shares are not numbered.

(4)Subject to the provisions of this Schedule, the company does not have power—

(a)to alter any provision contained in an Act of Parliament relating to the company,

(b)without the sanction of the Secretary of State, to alter any provision contained in letters patent relating to the company.

(5)The company does not have power to alter any provision contained in a royal charter or letters patent with respect to the company's objects.

Capital structure

7Provisions of this Act with respect to—

(a)the registration of an unlimited company as limited,

(b)the powers of an unlimited company on registration as a limited company to increase the nominal amount of its share capital and to provide that a portion of its share capital shall not be capable of being called up except in the event of winding up, and

(c)the power of a limited company to determine that a portion of its share capital shall not be capable of being called up except in that event,

apply, notwithstanding any provisions contained in an Act of Parliament, royal charter or other instrument constituting or regulating the company.

Supplementary

8Nothing in paragraphs 5 to 7 authorises a company to alter any such provisions contained in an instrument constituting or regulating the company as would, if the company bad originally been formed under this Act, have been required to be contained in the memorandum and are not authorised to be altered by this Act.

9None of the provisions of this Act (except section 461(3)) derogate from any power of altering the company's constitution or regulations which may, by virtue of any Act of Parliament or other instrument constituting or regulating it, be vested in the company.

Section 718.

SCHEDULE 22Provisions of this Act applying to Unregistered Companies

Provisions of this Act appliedSubject matterLimitations and exceptions if any)
In Part I—
  • section 18

Statutory and other amendments of memorandum and articles to be registered.Subject to section 718(3).
  • section 35

Company's capacity; power of directors to bind it.Subject to section 718(3).
  • section 36(4)

Binding effect of contract made for company before its formation.Subject to section 718(3).
  • section 40

Official seal for share certificates, etc.Subject to section 718(3).
  • section 42

Events affecting a company's status to be officially notified.Subject to section 718(3).
In Part III, Chapter I (with Schedule 3)Prospectus and requirements in connection with it.Subject to section 718(3).
In Part IV, sections 82, 86 and 87Allotments.Subject to section 718(3).
In Part V—
  • section 185(4)

Exemption from duty to prepare certificates where shares etc. issued to stock exchange nominee.Subject to section 718(3).
  • section 186

Certificate as evidence of title.Subject to section 718(3).
Part VII, with—
  • Schedules 4 to 8

Accounts and audit.Subject to section 718(3).
  • Schedule 9 (except sub-paragraphs (a) to (d) of paragraph 2, sub-paragraphs (c) (d) and (e) of paragraph 3 and sub-paragraph (1)(c) of paragraph 10), and

  • Schedule 10

In Part IX—
  • section 287

Registered office.Subject to section 718(3).
  • sections 288 to 290

Register of directors and secretaries.
In Part X, sections 343 to 347Register to be kept of certain transactions not disclosed in accounts; other related matters.Subject to section 718(3).
In Part XI—
  • section 351(1), (2) and (5)(a)

Particulars of company to be given in correspondence.Subject to section 718(3).
  • sections 363 (with Schedule 15) to 365

Annual return.Subject to section 718(3).
  • sections 384 to 393

Appointment, qualifications, etc., of auditors.Subject to section 718(3).
In Part XIV, sections 431 to 445 and 452(1)Investigation of companies and their affairs.
Part XVEffect of order imposing restrictions on shares.To apply so far only as relates to orders under section 445.
In Part XXIV—
  • sections 706, 708 to 710, 712 and 713

Miscellaneous provisions about registration.
  • section 711

Public notice by registrar of companies with respect to certain documents.Subject to section 718(3).
In Part XXV—
  • section 720

Companies to publish periodical statement.Subject to section 718(3).
  • section 721

Production and inspection of company's books.To apply so far only as these provisions have effect in relation to provisions applying by virtue of the foregoing provisions of this Schedule.
  • section 722

Form of company registers, etc.
  • section 723

Use of computers for company records.
  • section 725

Service of documents.
  • section 730, with Schedule 24

Punishment of offences; meaning of " officer in default
  • section 731

Summary proceedings.
  • section 732

Prosecution by public authorities.
Part XXVIInterpretation.To apply so far as requisite for the interpretation of other provisions applied by section 718 and this Schedule.

Section 720.

SCHEDULE 23Form of Statement to be published by certain companies under section 720

Section 730.

SCHEDULE 24Punishment of Offences Under this Act

Note: In the fourth and fifth columns of this Schedule, " the statutory maximum " means—

(a)

in England and Wales, the prescribed sum under section 32 of the Magistrates" Courts Act 1980 (c, 43), and

(b)

in Scotland, the prescribed sum under section 2s9b of the Criminal Procedure (Scotland) Act 1975 (c. 21).

Section of Act creating offenceGeneral nature of offenceMode of prosecutionPunishmentDaily default fine (where applicable)
6(3)Company failing to deliver to registrar notice or other document, following alteration of its objects.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
18(3)Company failing to register change in memorandum or articles.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
19(2)Company failing to send to one of its members a copy of the memorandum or articles, when so required by the member.Summary.One-fifth of the statutory maximum.
20(2)Where company's memorandum altered, company issuing copy of the memorandum without the alteration.Summary.One-fifth of the statutory maximum for each occasion on which copies are so issued after the date of the alteration.
28(5)Company failing to change name on direction of Secretary of State.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
31(5)Company altering its memorandum or articles, so ceasing to be exempt from having " limited " as part of its name.Summary.The statutory maximum.One-tenth of the statutory maximum.
31(6)Company failing to change name, on Secretary of State's direction, so as to have " limited" (or Welsh equivalent) at the end.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum
32(4)Company failing to comply with Secretary of State's direction to change its name, on grounds that the name is misleading.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
33Trading under misleading name (use of " public limited company" or Welsh equivalent when not so entitled); purporting to be a private company.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
34Trading or carrying on business with improper use of " limited " or " cyfyngedig ".Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
54(10)Public company failing to give notice, or copy of court order, to registrar, concerning application to re-register as private company.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
56(4)Issuing form of application for shares or debentures without accompanying prospectus.1. On indictment.A fine.
2. Summary.The statutory maximum.
61Issuing prospectus with expert's statement in it, he not having given his consent; omission to slate in prospectus that expert has consented.1. On indictment.A fine.
2. Summary.The statutory maximum.
64(5)Issuing company prospectus without copy being delivered to registrar of companies, or without requisite documents endorsed or attached.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
70(1)Authorising issue of prospectus with untrue statement.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
78(1)Being responsible for issue, circulation of prospectus, etc. contrary to Part III, Chapter III (oversea companies).1. On indictmentA fine.
2. Summary.The statutory maximum.
80(9)Directors exercising company's power of allotment without the authority required by section 80(1).1. On indictment.A fine.
2. Summary.The statutory maximum.
81(2)Private limited company offering shares to the public, or allotting shares with a view to their being so offered, public, or allotting shares with a view to their being so offered.1. On indictment.A fine.
2. Summary.The statutory maximum.
82(5)Allotting shares or debentures before third day after issue of prospectus.1. On indictment.A fine.
2. Summary.The statutory maximum.
86(6)Company failing to keep money in separate bank account, where received in pursuance of prospectus stating that stock exchange listing is to be applied for.1. On indictment.A fine.
2. Summary.The statutory maximum.
87(4)Offeror of shares for sale failing to keep proceeds in separate bank account.1. On indictment.A fine.
2. Summary.The statutory maximum.
88(5)Officer of company failing to deliver return of allotments, etc., to registrar.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
95(6)Knowingly or recklessly authorising or permitting misleading, false or deceptive material in statement by directors under section 95(5).1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
97(4)Company failing to deliver to registrar the prescribed form disclosing amount or rate of share commission.Summary.One-fifth of the statutory maximum.
110(2)Making misleading, false or deceptive statement in connection with valuation under section 103 or 104.1. On indictment2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
111(3)Officer of company failing to deliver copy of asset valuation report to registrar.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
111(4)Company failing to deliver to registrar copy of resolution under section 104(4), with respect to transfer of an asset as consideration for allotment.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
114Contravention of any of the provisions of sections 99 to 104. 106.1. On indictment.A fine.
2. Summary.The statutory maximum.
117(7)Company doing business or exercising borrowing powers contrary to section 117.1. On indictment.A fine.
2. Summary.The statutory maximum.
122(2)Company failing to give notice to registrar of re-organisation of share capital.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
123(4)Company failing to give notice to registrar of increase of share capital.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
127(5)Company failing to forward to registrar copy of court order, when application made to cancel resolution varying shareholders' rights.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
128(5)Company failing to send to registrar statement or notice required by section 128 (particulars of shares carrying special rights).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
129(4)Company failing to deliver to registrar statement or notice required by section 129 (registration of newly created class rights).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
141Officer of company concealing name of creditor entitled to object to reduction of capital, or wilfully misrepresenting nature or amount of debt or claim, etc.1. On indictment.A fine.
2. Summary.The statutory maximum.
142(2)Director authorising or permitting non-compliance with section 142 (requirement to convene company meeting to consider serious loss of capital).1. On indictment.A fine.
2. Summary.The statutory maximum.
143(2)Company acquiring its own shares in breach of section 143.1. On indictment.In the case of the company, a fine.
In the case of an officer of the company who is in default, 2 years or a fine; or both.
2. Summary.In the case of the company, the statutory maximum.
In the case of an officer of the company who is in default. 6 months or the statutory maximum; or both.
149(2)Company failing to cancel its own shares, acquired by itself, as required by section 146(2); or failing to apply for re-registration as private company as so required in the case there mentioned.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
151(3)Company giving financial assistance towards acquisition of its own shares.1. On indictment.Where the company is convicted, a fine.
Where an officer of the company is convicted, 2 years or a fine; or both.
2. Summary.Where the company is j convicted, the statutory maximum.
Where an officer of the company is convicted, 6 months or the statutory maximum; or both.
156(6)Company failing to register statutory declaration under section 155.Summary.The statutory maximum.One-fiftieth of the statutory maximum.
156(7)Director making statutory declaration under section 155, without having reasonable grounds for opinion expressed in it.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
169(6)Default by company's officer in delivering to registrar the return required by section 169 (disclosure by company of purchase of own shares).1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
169(7)Company failing to keep copy of contract, etc., at registered office; refusal of inspection to person demanding it.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory
173(6)Director making statutory declaration under section 173 without having reasonable grounds for the opinion expressed in the declaration.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
175(7)Refusal of inspection of statutory declaration and auditors' report under section 173, etc.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
176(4)Company failing to give notice to registrar of application to court under section 176, or to register court order.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
183(6)Company failing to send notice of refusal to register a transfer of shares or debentures.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
185(5)Company default in compliance with section 185(1) (certificates to be made ready following allotment or transfer of shares, etc.).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
189(1)Offences of fraud and forgery in connection with share warrants in Scotland.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
189(2)Unauthorised making of, or using or possessing apparatus for making, share warrants in Scotland.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
191(4)Refusal of inspection or copy of register of debenture-holders, etc.Summary.One-fifth of the statutory maximumOne-fiftieth of the statutory maximum
210(3)Failure to discharge obligation of disclosure under Part VI; other forms of non-compliance with that Part.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
211(10)Company failing to keep register of interests disclosed under Part VI; other contraventions of section 211.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
214(5)Company failing to exercise powers under section 212, when so required by the members.1. On indictment.A fine.
2. Summary.The statutory maximum.
215(8)Company default in compliance with section 215 (company report of investigation of shareholdings on members' requisition).1. On indictment.A fine.
2. Summary.The statutory maximum.
216(3)Failure to comply with company notice under section 212; making false statement in response, etc.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
217(7)Company failing to notify a person that he has been named as a shareholder; on removal of name from register, failing to alter associated index.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
218(3)Improper removal of entry from register of interests disclosed; company failing to restore entry improperly removed.Summary.One-fifth of the statutory maximum.For continued contravention of section 218(2) one-fiftieth of the statutory maximum.
219(3)Refusal of inspection of register or report under Part VI; failure to send copy when required.Summary.One-fifth of toe statutory maximum.One-fiftieth of the statutory maximum.
223(1)Company failing to keep accounting records (liability of officers).1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
223(2)Officer of company failing to secure compliance with, or intentionally causing default under, section 222(4) (preservation of accounting records for requisite number of years).1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
231(3)Company failing to annex to its annual return certain particulars required by Schedule 5 and not included in annual accounts.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory
231(4)Default by director or officer of a company in giving notice of matters relating to himself for purposes of Schedule 5 Part V.Summary.One-fifth of the statutory maximum.
235(7)Non-compliance with the section, as to directors' report and its content; directors individually liable.1. On indictment.A fine.
2. Summary.The statutory maximum.
238(2)Laying or delivery of unsigned balance sheet; circulating copies of balance sheet without signatures.Summary.One-fifth of the statutory maximum.
240(5)Failing to send company balance sheet, directors' ; report and auditors' report to those entitled to receive them.1. On indictment.A fine.
2. Summary.The statutory maximum.
243(1)Director in default as regards duty to lay and deliver company accounts.Summary.The statutory maximum.One-tenth of the statutory maximum.
245(1)Company's individual accounts not in conformity with requirements of this Act; directors individually liable.1. On indictment.A fine.
2. Summary.The statutory maximum.
245(2)Holding company's group accounts not in conformity with sections 229 and 230 and other requirements of this Act; directors individually liable.1. On indictment.A fine.
2. Summary.The statutory maximum.
246(2)Company failing to supply copy of accounts to shareholder on his demand.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory
254(6)Company or officer in default contravening section 254 as regards publication of full individual or group accounts.Summary.One-fifth of the statutory maximum.
255(5)Company or officer in default contravening section 255 as regards publication of abridged accounts.Summary.One-fifth of the statutory maximum.
260(3)Director of special category company failing to secure compliance with special disclosure provision.1. On indictment.A fine.
2. Summary.The statutory maximum.
287(3)Company failing to have registered office; failing to notify change in its situation.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
288(4)Default in complying with section 288 (keeping register of directors and secretaries, refusal of inspection).Summary.The statutory maximum.One-tenth of the statutory maximum.
291(5)Acting as director of a company without having the requisite share qualification.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
294(3)Director failing to give notice of his attaining retirement age; acting as director under appointment invalid due to his attaining it.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
295(7)Acting in contravention of a disqualification order under sections 295 to 300.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
302(1)Undischarged bankrupt acting as director, etc.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
305(3)Company default in complying with section 305 (directors' names to appear on company correspondence, etc.).Summary.One-fifth of the statutory maximum.
306(4)Failure to state that liability of proposed director or manager is unlimited; failure to give notice of that fact to person accepting office.1. On indictment.A fine.
2. Summary-The statutory maximum.
314(3)Director failing to comply with section 314 (duty to disclose compensation payable on takeover, etc); a person's failure to include required particulars in a notice he has to give of such matters.Summary.One-fifth of the statutory maximum.
317(7)Director failing to disclose interest in contract.1. On indictment.A fine.
2. Summary.The statutory maximum
318(8)Company default in complying with section 318(1) or (5) (directors' service contracts to be open to inspection); 14 days' default in complying with section 318(4) (notice to registrar as to where copies of contracts and memoranda are kept); refusal of inspection required under section 318(7).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
323(2)Director dealing in options to buy or sell company's listed shares or debentures.1. On indictment2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
324(7)Director failing to notify interest in company's shares; making false statement in purported notification.1. On indictment.2 years or a fine; or both.
2. Summary,6 months or the statutory maximum; or both.
326(2), (3), (4), (5).Various defaults in connection with company register of directors' interests.Summary.One-fifth of the statutory maximum.Except in the case of section 326(5), one-fiftieth of the statutory maximum.
328(6)Director failing to notify company that members of his family have, or have exercised, options to buy shares or debentures; making false statement in purported notification.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
329(3)Company failing to notify stock exchange of acquisition of its securities by a director.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
342(1)Director of relevant company authorising or permitting company to enter into transaction or arrangement, knowing or suspecting it to contravene section 330.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
342(2)Relevant company entering into transaction or arrangement for a director in contravention of section 330.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
342(3)Procuring a relevant company to enter into transaction or arrangement known to be contrary to section 330.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
343(8)Company failing to maintain register of transactions, etc., made with and for directors and not disclosed in company accounts; failing to make register available at registered office or at company meeting.1. On indictment.A fine.
2. Summary.The statutory maximum.
348(2)Company failing to paint or affix name; failing to keep it painted or affixed.Summary.One-fifth of the statutory maximum.In the case of failure to keep the name painted or affixed, one-fiftieth of the statutory maximum.
349(2)Company failing to have name on business correspondence, invoices, etc.Summary.One-fifth of the statutory maximum.
349(3)Officer of company issuing business letter or document not bearing company's name.Summary.One-fifth of the statutory maximum.
349(4)Officer of company signing cheque, bill of exchange, etc. on which company's name not mentioned.Summary.One-fifth of the statutory maximum.
350(1)Company failing to have its name engraved on company seal.Summary.One-fifth of the statutory maximum.
350(2)Officer of company, etc., using company seal without name engraved on it.Summary.One-fifth of the statutory maximum.
351(5)(a)Company failing to comply with section 351(1) or (2) (matters to be stated on business correspondence, etc.).Summary.One-fifth of the statutory maximum.
351(5)(b)Officer or agent of company issuing, or authorising issue of, business document not complying with those subsections.Summary.One-fifth of the statutory maximum.
351(5)(c)Contravention of section 351(3) or (4) (information in English to be stated on Welsh company's business correspondence, etc.).Summary.One-fifth of the statutory maximum.For contravention of section 351(3), one-fiftieth of the statutory maximum.
352(5)Company default in complying with section 352 (requirement to keep register of members and their particulars).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
353(4)Company failing to send notice to registrar as to place where register of members is kept.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
354(4)Company failing to keep index of members.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
356(5)Refusal of inspection of members' register; failure to send copy on requisition.Summary.One-fifth of the statutory maximum.
363(7)Company with share capital failing to make annual return.Summary.The statutory maximum.One-tenth of the statutory maximum
364(4)Company without share capital failing to complete and register annual return in due time.Summary.The statutory maximum.One-tenth of the statutory maximum.
365(3)Company failing to complete and send annual return to registrar in due time.Summary.The statutory' maximum.One-tenth of the statutory maximum.
366(4)Company default in holding annual general meeting.1. On indictment.A fine.
2. Summary.The statutory maximum.
367(3)Company default in complying with Secretary of State's direction to hold company meeting.1. On indictment.A fine.
2. Summary.The statutory maximum.
367(5)Company failing to register resolution that meeting held under section 367 is to be its annual general meeting.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
372(4)Failure to give notice, to member entitled to vote at company meeting, that he may do so by proxy.Summary.One-fifth of the statutory maximum.
372(6)Officer of company authorising or permitting issue of irregular invitations to appoint proxies.Summary.One-fifth of the statutory maximum.
376(7)Officer of company in default as to circulation of members' resolutions for company meeting.1. On indictmentA fine.
2. Summary.The statutory maximum.
380(5)Company failing to comply with section 380 (copies of certain resolutions etc. to be sent to registrar of companies).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
380(6)Company failing to include copy of resolution to which section 380 applies in articles; failing to forward copy to member on request.Summary.One-fifth of the statutory maximum for each occasion on which copies are issued or, as the case may be, requested.
382(5)Company failing to keep minutes of proceedings at company and board meetings, etc.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
383(4)Refusal of inspection of minutes of general meeting; failure to send copy of minutes on member's request.Summary.One-fifth of the statutory maximum.
384(5)Company failing to give Secretary of State notice of non-appointment of auditors.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
386(2)Failing to give notice to registrar of removal of auditor.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
389(10)Person acting as company auditor knowing himself to be disqualified; failing to give notice vacating office when he becomes disqualified.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
390(7)Company failing to forward notice of auditor's resignation to registrar or persons entitled under section 240 in Part VII; failing to send to persons so entitled statement as to effect of court order or, if no such order, the auditor's resignation statement.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
391(4)Directors failing to convene meeting requisitioned by resigning auditors.1. On indictment.A fine.
2. Summary.The statutory maximum
392(2)Failure of subsidiary to give its holding company, and failure of holding company to obtain from its subsidiary, information needed for purposes of audit; failure of subsidiary's auditors to give information and explanation to holding company's auditors.Summary.One-fifth of the statutory maximum.
393Company officer making misleading, false or deceptive statement to auditors.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
399(3)Company failing to send to registrar particulars of charge created by it, or of issue of debentures which requires registration.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
400(4)Company failing to send to registrar particulars of charge on property acquired.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
402(3)Authorising or permitting delivery of debenture or certificate of debenture stock, without endorsement on it of certificate of registration of charge.Summary.One-fifth of the statutory maximum.
405(4)Failure to give notice to registrar of appointment of receiver or manager, or of his ceasing to act.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
407(3)Authorising or permitting omission from company register of charges.1. On indictment.A fine.
2. Summary.The statutory maximum.
408(3)Officer of company refusing inspection of charging instrument, or of register of charges.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
415(3)Scottish company failing to send to registrar particulars of charge created by it, or of issue of debentures which requires registration.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
416(3)Scottish company failing to send to registrar particulars of charge on property acquired by it.1. On indictment.A One.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
422(3)Scottish company authorising or permitting omission from its register of charges.1. On indictment.A fine.
2. Summary.The statutory maximum.
423(3)Officer of Scottish company refusing inspection of charging instrument, or of register of charges.Summary-One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
425(4)Company failing to annex to memorandum court order sanctioning compromise or arrangement with creditors.Summary.One-fifth of the statutory maximum.
426(6)Company failing to comply with requirements of ; section 426 (information to members and creditors about compromise or arrangement.)1. On indictment.A fine.
2. Summary-The statutory maximum.
426(7)Director or trustee for debenture holders failing to give notice to company of matters necessary for j purposes of section 426.Summary.One-fifth of the statutory maximum.
427(5)Failure to deliver to registrar office copy of court order under section 427 (company reconstruction or amalgamation).Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
444(3)Failing to give Secretary of State, when required j to do so, information about interests in shares, etc.; giving false information.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
447(6)Failure to comply with requirement to produce books and papers imposed by Secretary of State under section 447.1. On indictment.A fine.
2. Summary.The statutory maximum.
48(5)Obstructing the exercise of a right of entry or search, or a right to take possession of books or papers.1. On indictment.A fine.
2. Summary.The statutory maximum.
449(2)Wrongful disclosure of information or document obtained under section 447 or 448.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
450Destroying or mutilating company documents; falsifying such documents or making false entries; parting with such documents or altering them or making omissions.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
451Making false statement or explanation in purported compliance with section 447.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
455(1)Exercising a right to dispose of, or vote in respect of, shares which are subject to restrictions under Part XV; failing to give notice in respect of shares so subject; entering into agreement void under section 454(2), (3).1. On indictment.A fine.
2. Summary.The statutory maximum.
455(2)Issuing shares in contravention of restrictions of Part XV.1. On indictment.A fine.
2. Summary.The statutory maximum.
458Being a party to carrying on company's business with intent to defraud creditors, or for any fraudulent purpose.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
461(5)Failure to register office copy of court order under Part XVII altering, or giving leave to alter, company's memorandum.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
467(4)Body corporate or Scottish firm acting as receiver.1. On indictment.A fine.
2. Summary.The statutory maximum.
467(5)Undischarged bankrupt acting as receiver.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
469(2)Failing to deliver to registrar copy instrument of appointment of receiver.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum
470(3)Failing to deliver to registrar the court's interlocuter making the appointment of a receiver.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
478(5)Failing to give notice to registrar of cessation or removal of receiver.Summary.One-fifth of the statutory maximumOne-fiftieth of the statutory maximum.
480(2)Not stating on company documents that receiver has been appointed.Summary.One-fifth of the statutory maximum
481(7)Receiver making default in complying with provisions as to information where receiver appointed.Summary.One-tilth of the statutory maximum.One-fiftieth of the statutory maximum.
482(5)Default in relation to provisions as to statement to be submitted to receiver.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
489Body corporate acting as receiver.1. On indictment.A fine.
2. Summary.The statutory maximum.
490Undischarged bankrupt acting as receiver or manager.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
493(2)Company failing to state in its correspondence, etc. that a receiver has been appointed.Summary.One-fifth of the statutory maximum.
495(7)Receiver failing to notify his appointment to the company; failing to send company's statement of affairs to registrar and others concerned.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
496(6)Default in relation to statement of affairs to be given to receiver.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
497(7)Receiver failing to send accounts of his receipts and payments to registrar and others concerned.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
498(4)Receiver failing to send accounts to registrar for registration.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
528(7)Default in compliance with section 528 (submission of statement of company's affairs to official receiver).1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
568(3)Liquidator failing to send to registrar of companies copy of court order dissolving company.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
573(2)Company failing to give notice in Gazette of resolution for voluntary winding up.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
577(4)Director making statutory declaration of company's solvency without reasonable grounds for his opinion.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
577(6)Declaration under section 577 not delivered to registrar of companies within prescribed time.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
583(2)Liquidator failing to summon creditors' meeting in case of insolvency.Summary.One-fifth of the statutory maximum.
584(2)Liquidator failing to summon general meeting of company at end of each year from commencement of winding up.Summary.One-fifth of the statutory maximum.
585(3)Liquidator failing to send to registrar a copy of the account of a winding up and return of final general meeting.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
585(6)Failing to deliver to registrar office copy of court order for registration made under the section.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
585(7)Liquidator failing to summon final meeting of company prior to dissolution.Summary.One-fifth of the statutory maximum.
588(5)Company or its directors or officers failing to comply with the section in relation to summoning or advertisement of creditors meeting.1. On indictment.A fine.
2. Summary.The statutory maximum.
594(2)Liquidator failing to summon general meeting of i company, and meeting of creditors, at end of each year.Summary.One-fifth of the statutory maximum.
595(4)Liquidator failing to send to registrar account of winding up and return of final company and creditors meetings.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
595(7)Failing to deliver to registrar office copy of court order for registration made under the section.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
595(8)Liquidator failing to call final meeting of company or creditors.Summary.One-fifth of the statutory maximum.
600(2)Liquidator failing to publish notice of his appointment.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
624(2)Fraud, etc., in anticipation of winding up (offence under subsection (1) or (2) of the section).1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
624(5)Knowingly taking in pawn or pledge, or otherwise receiving, company property.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
625Officer of company entering into transactions in fraud of company's creditors.1. On indictment.2 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
626Officer of company misconducting himself in course of winding up.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
627Officer or contributory destroying; falsifying, etc., company's books.1. On indictment.7 years or a fine; or both.
2 Summary.6 months or the statutory maximum; or both.
628Officer of company making material omission from statement relating to company's affairs.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
629False representation or fraud for purpose of obtaining creditors' consent to an agreement in connection with winding up.1. On indictment.7 years or a fine; or both.
2. Summary.6 months or the statutory maximum; or both.
634Body corporate acting as liquidator.1. On indictment.A fine.
2. Summary.The statutory maximum.
635Giving, offering, etc., corrupt inducement affecting appointment of liquidator.1. On indictment.A fine.
2. Summary.The statutory maximum.
637(2)Default in compliance with the section, as to notification that company is being wound up.Summary.One-fifth of the statutory maximum.
640(4)Contravention of general rules as to disposal of company books and papers after winding up.Summary'One-fifth of the statutory maximum.
641(2)Liquidator failing to notify registrar as to progress of winding up.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
651(3)Person obtaining court order to declare company's dissolution void, then failing to register the order.Summary.One-fifth of the statutory' maximum.One-fiftieth of the statutory maximum.
697(1)Oversea company failing to comply with any of sections 691 to 693 or 696.Summary.For an offence which is not a continuing offence, one-fifth of the statutory maximum.
For an offence which is a continuing offence, one-fifth of the statutory maximumOne-fiftieth of the statutory maximum.
697(2)Oversea company contravening section 694(6) (carrying on business under its corporate name after Secretary of State's direction).1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
703(1)Oversea company failing to comply with s. 700 as respects delivery of annual accounts.1. On indictment.A fine.
2. Summary.The statutory maximum.One-tenth of the statutory maximum.
710(4)Person untruthfully stating himself to be a member or creditor of company, for purpose of obtaining or inspecting company documents.Summary.One-fifth of the statutory maximum.
720(4)Insurance company etc. failing to send twice-yearly statement in form of Schedule 23.Summary-One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
722(3)Company failing to comply with section 722(2), as regards the manner of keeping registers, minute books and accounting records.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
Sch. 14, Pt. II, para. 1(3)Company failing to give notice of location of overseas branch register, etc.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.
Sch. 14, Pt. II, para. 4(2)Company failing to transmit to its registered office in Great Britain copies of entries in overseas branch register, or to keep a duplicate of overseas branch register.Summary.One-fifth of the statutory maximum.One-fiftieth of the statutory maximum.

Section 132(7).

SCHEDULE 25Companies Act 1981, Section 38, as Originally Enacted

38Relief from section 56 in respect of group reconstructions.

(1)This section applies where the issuing company—

(a)is a wholly-owned subsidiary of another company ("the holding company "); and

(b)allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to it of shares in another subsidiary (whether wholly-owned or not) of the holding company.

(2)Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company shall not be required by section 56 of the 1948 Act to transfer any amount in excess of the minimum premium value to the share premium account.

(3)In subsection (2) above "the minimum premium value" means the amount (if any) by which the base value of the shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.

(4)For the purposes of subsection (3) above, the base value of the shares transferred shall be taken as—

(a)the cost of those shares to the company transferring them; or

(b)the amount at which those shares are stated in that company's accounting records immediately before the transfer;

whichever is the less.

(5)Section 37 of this Act shall not apply in a case to which this section applies.

TABLE OF DERIVATIONS

The following abbreviations are used in this Table:—

ProvisionDerivation
11948 s. 1; 1980 ss. 1(1), (2), 2(1), Sch. 3 para. 2.
21948 ss. 2, 3, 4; 1976 s. 30(1), (2); OinC-1 No. 1.
31948 ss. 11(a)-(d), 454(2); 1980 s. 2(4), Sch 3 para. 34
41948 s. 5(1).
51948 s. 5(2)-(5); 1980 Sch. 3 para. 4.
61948 s. 5(7)-(9); 1976 Sch. 1.
71948 ss. 6, 7, 9; OinC-1 No. 2.
81948 ss. 8, 11(b)-(d), 454(2).
91948 s. 10; 1980 Sch. 3 para. 2.
101948 s. 12; 1976 ss. 21(1)-(5), 23(2), Sch. 2.
111980 s. 3(2).
121948 s. 12; 1980s. 3(1), (5).
131948 s. 13; 1976 ss. 21(5), 38(2), Sch. 2; 1980 s. 3(3), (4,; 1981 s. 99.
141948 s. 20.
151948 s. 21; 1980 s. 1(3).
161948 s. 22.
171948 s. 23; 1980 Sch. 3 para. 6.
18ECA 1972 s. 9(5).
191948 s. 24.
201948 s. 25.
211976 s. 30(6)-(9).
221948 s. 26.
231948 s. 27; 1983 (BI) s. 2.
241948 s. 31; 1980 Sch. 3 para. 7.
251948 s. 2(1)(a); 1976 s. 30(3); 1980 ss. 2(2), 78(4)(a), (d), Sch. 3 para. 3.
261980 s. 78(4)(a)-(e); 1981 ss. 22, 34, Sch. 3 para. 60.
271980 s. 78(1)-(3).
281981 s. 24; OinC-1 No. 53.
291981 ss. 31(1), (2), (4), (5), 32; OinC-1 No. 55.
301981 s. 25(1)-(4), (8).
311981 s. 25(5)-(10).
321967 s. 46; 1981 Sch. 3 para. 31; OinC-1 No. 33.
331980 s.76(1), (2), (4).
341948 s. 439; 1976 Sch. 2.
35ECA 1972 s. 9(1).
361948 s. 32; ECA 1972 s. 9(2).
371948 s. 33.
381948 s. 34.
391948 s. 35.
40SECOBA s. 2(1).
411948 s. 36.
42ECA 1972 s. 9(3) (in part). (4).
431980 ss. 2(3), 5(1)-(3), (10) (in part), 78(4); OinC-1 No. 39.
441980 s. 5(5), as applying s. 24(2), (2A), (3), (11A), (12) (in part); 1980 s. 87(1); 1981 Sch. 3 para. 42; OinC-1 No. 40.
451980 s. 6.
461980 s. 5(10) (in part), (11), (12); 1981 Sch. 2 para. 6(1).
471980 s. 5(4), (6)-(9).
481980 s. 7(1)-(3).
491967 s. 43(1)-(3), (7); 1980 Sch. 3 para. 43; OinC-1 No. 31.
501967 s. 43(4), (5).
511967 s. 44(1)-(3); 1980 s. 7(4), Sch. 3 para. 44; OinC-1 No. 32.
521967 s. 44(4), (5).
531980 s. 10(1), (2); OinC-1 No. 41.
541980s. 11.
551980 s. 10(3)-(5).
561948 s. 38(1), (3), (5); 1976 Sch. 2.
571948 s. 38(2).
581948 s. 45.
591948 s. 55(1).
601948 s. 55(2)-(4); 1980 Sch. 3 para. 11; SI 1984 No. 716. Art. 7(2).
611948 s. 40(1), (2).
621948 s. 40(3).
631948 s. 37.
641948 ss. 41(1)(a), (2)-(4), 45(3), (4).
651948 ss. 41(1)(b). etc., 455(1).
661948 s. 38(4), (6).
671948 s. 43(1), (5).
681948 s. 43(1) proviso, (2), (3).
691948 s. 43(4).
701948 s. 44.
711948 s. 46.
721948 s. 417(1), (3), (5); 1976 Sch. 2.
731948 s. 417(2).
741948 s. 419(1) (excl. para. (b)), (2).
751948 s. 419(1) (excl. para. (a)), (2).
761948 ss. 418, 455(1); 1976 Sch. 1
771948 s. 420.
781948 ss. 417(4), (6), 421, 422.
791948 s. 423.
801980s. 14; OinC-1 No.42.
811980 s. 15(1), (3), (4).
821948 s. 50(1)-(6).
831948 s. 47.
841980 s. 16 (applying 1948 s. 47(4), (5)).
851948 s. 49; 1980 s. 16(2), Sch. 3 para. 8.
861948 ss. 50(6), 51(1)-(5), (6)(a); 1976 Sch. 2; OinC-1 No. 3.
871948 s. 51(7), inserted by OinC-1 No. 3.
881948 s. 52; 1976 Sens. 1. 2; OinC-1 No. 4.
891980 s. 17(1)-(5).
901980 s. 17(6)-(8); Table A Regs. 131-134.
911980s. 17(9).
921980s. 17(10).
931980s. 17(12).
941980 s. 17(11), (13); 1981 Sch. 3 para. 40; OinC-1 No, 43.
951980 s. 18.
961980 s. 19(1)(b), (2)-(5).
971948 s. 53(1), (5); 1980 Sch. 3 para. 9.
981948 s. 53(2)-(4).
991980 s. 20(1)-(3), (5), (6).
1001980 s. 21(1), (2); 1981 Sch. 3 para. 41.
1011980 s. 22(1)-(4).
1021980s. 23(1)-(5), (7).
1031980 s. 24(1)-(3), (8), (9), (11A), (12)(aa), (a); 1981 Sch. 3 para. 42; OinC-1 No. 44.
1041980 s. 26(1)-(4).
1051980 s. 26(7), (8) (in part).
1061980 s. 29.
1071980 s. 87(1), (6).
1081980 s.24(4)-(7), (11), (12)(b).
1091980 ss. 26(5), (6), 27(3).
1101980 ss. 25(1), (3)-(5), 27(1).
1111980 s. 25(2) (with 1948 s. 52(3) as applied); 1980 s. 27(2).
1121980 ss. 20(4), (6), 21(3), 22(5), 23(6), 24(10), 26(8).
(2)1980 s. 26(8)(b), applying s. 20(4).
(3)1980 s. 20(4), as applied.
(4)1980 s. 20(6).
(5)1980 s. 23(6), applying s. 20(4).
1131980 s. 28.
1141980 s. 30(1).
1151980 s. 30(2).
1161980 s. 31 (in part).
1171980 s. 4.
1181980 s. 85.
1191948 s. 59.
1201948 s. 60.
1211948 s. 61.
1221948 s. 62; 1976 Sch. 1.
1231948 s. 63; 1967 s. 51(1).
1241948 s. 64; 1967 s. 44(6); 1980 s. 7(4).
1251980 s. 32(1)-(7) (excl. (6)(a),(b)), (9).
1261980 s. 32(10).
1271948 s. 72; 1980 s. 32(8).
1281980 s. 33(1)-(4), (6).
1291981 s. 102(1)-(3), (5).
1301948 s. 56(1), (2); 1980 Sch. 3 para 12; 1981 s. 36.
1311981 ss. 37, 40(6).
1321981 s. 38; S.I.1984/2007.
1331981 s. 40(1), (4), (5), (7).
1341981 s. 41.
1351948 s. 66.
1361948 s. 67.
1371948 s. 68.
1381948 s. 69; 1976 s. 38(2); 1981 s. 99.
1391980 s. 12, with modified application of s. 10.
1401948 s. 70.
1411948 s. 71.
1421980 s. 34.
1431980 s. 35; 1981 Sch. 3 para. 43.
1441980 s. 36(1)-(4).
1451980 s. 36(5) (with s. 37(1)(d)), s. 36(6); 1983 (BI).
1461980 s. 37(1)-(3), (11); 1981 Sch. 3 para. 44; 1983 (BI).
1471980 s. 37(2) (in part). (4), (5), (8).
1481980 s. 37(9), (10); 1983 (BI); OinC-1 Nos. 45, 59.
1491980 s. 37(6), (7).
1501980 s. 38.
1511981 s. 42(1), (2), (12).
1521981 ss. 42(8)-(10), 62(1).
1531981 s. 42 (3)-(6), (11).
1541981 s. 42(7), (11).
1551981 ss. 43(1)-(6), 44(8), 62(1); OinC-1 No. 57.
1561981 ss. 43(7), (8), 44(5)-(7).
1571981 s. 44(1)-(4).
1581981 s. 43(9).
1591981 s. 45(1)-(4).
1601981 s. 45(5)-(9).
1611981 s. 45(10)-(12).
1621981 s. 46.
1631981 ss. 47(2), (3), 49(2).
1641981 s. 47(4)-(12).
1651981 s. 48.
1661981 s. 49(3)-(10).
1671981 s. 50.
1681981 s. 51.
1691981 s. 52.
1701981 ss. 53, 54(6)(b).
1711981 s. 54(1)-(6).
1721981 s. 54(7)-(10).
1731981 s. 55(1)-(5), (9).
1741981 s. 55(6)-(8), (10).
1751981 s. 56.
1761981 s. 57(1)-(3), (7).
1771981 s. 57(4)-(6); 1980 s. 11(7)-(9) (as applied).
1781981 s. 59.
1791981 s. 61.
1801981 s. 62(2)-(4).
1811981 s. 62(1).
1821948 ss. 73, 74.
1831948 ss. 75-78; STA 1982 Sch. 2.
1841948 s. 79.
1851948 s. 80; SECOBA ss. 1, 7(2); STA 1982 Sch. 2.
1861948 s. 81; SECOBA s. 2(3).
1871948 s. 82.
1881948 s. 83.
1891948 s. 85.
1901948 s. 86; 1976 Sch. 1.
1911948 ss. 87, 110(6); 1967 s. 52(1); 1981 s. 101(2).
1921948 s. 88.
1931948 s. 89.
1941948 s. 90.
1951948 s. 92.
1961948 s. 94; F.A. 1952 s. 30(3).
1971948 s. 93.
1981981 ss. 63(1), (4), (9), (10), 82(2).
1991981 s. 63(2), (3), (5), (6).
2001981 s. 63(7).
2011981 ss. 63(8), 64.
2021981 s. 65.
2031981 s. 66.
2041981 s. 67(1)-(5), (10).
2051981 s. 67(6)-(9).
2061981 s. 68.
2071981 s. 69.
2081981 s. 70.
2091981 s. 71.
2101981 ss. 72(1)-(7), (9), 81.
2111981 s. 73.
2121981 s. 74.
2131981 ss. 75, 83(8).
2141981 s. 76(1)-(4), (12).
2151981 s. 76(5)-(12).
2161981 ss. 77(1), (2), (5)-(7); OinC-1 No. 58.
2171981 s. 78.
2181981 s. 79.
2191981 s. 80.
2201981 s. 82(1), (3).
2211976 s. 12(1)-(5).
2221976 s. 12(6)-(9).
2231976 s. 12(10), (11).
2241976 s. 2(1), (2), (4), (5).
2251976 s. 3(1)-(7).
2261976 s. 3(8)-(10)
2271948 ss. 149(8) (b), 153(1); 1976 s. 1(1)-(4); 1981 s. 1.
2281948 s. 149(1)-(6) (inserted, 1981 s. 1(1)).
2291948 ss. 150(1) (as substituted, 1976 s. 8(1)), 150(2), 151(1) (as am. 1976 Sch. 2), (2), (3).
2301948 s. 152 (as inserted, 1981 s. 2); OinC-1 No. 12.
2311948 s. 196(1); 1967 ss. 3(1), 4(1), 5(1), 6(1), 7(1), (2), 8(1); 1981 s. 4, Sch. 3 paras. 10, 23, 25, 26.
(3)1967 ss. 3(5) (b), (6), 4(5) (b), (6); 1980 Sch. 3 para. 41; 1981 s. 4(8), (9).
(4)1948 s. 198; 1967 ss. 6(5), 7(3).
2321980 ss. 54(1), (2), (2A), (3), 63(1); 1981 Sch. 3 para. 51.
2331980 s. 56(2), (3), (6); 1981 Sch. 3 para. 52.
2341980 ss. 56(4), (4A), (6), 63(1); 1981 Sch. 3 para. 52.
2351948 s. 157(1); 1967 ss. 16(1), 16A(1), 19(1), 23; 1976 Sch. 2; 1980 Sch. 3; 1981 ss. 13(1), 14, Sch. 3 para. 6.
(6)1981 s. 16(1) (partially excluding 1967 ss. 17, 18).
2361967 s. 14(1), (3) (a); 1976 Sch. 2; 1980 Sch. 3 para. 41(3); 1981 Sch. 3 para. 27.
2371948 s. 196(8); 1967 ss. 6(4), 7(3), 8(4), 14(4)-(6). 23A; 1976 Sch. 2; 1980 s. 59; 1981 s. 15.
2381948 ss. 155, 156; 1976 Sch. 2.
2391948 s. 150(1) (as substituted, 1976 s. 8(1); 1976 s. 1(5)).
2401948 s. 158(1), (3); 1967 s. 24; 1976 Sch. 2.
2411967 s. 14(2); 1976 s. 1(6)-(8).
2421976 s.6.
2431976 ss. 4(1)-(5), 45(3).
2441976 s. 5.
2451948 ss. 149(5), (7) (as inserted, 1981 s. 1(1)), 149A(6), 150(3) 1976 s. 8 ; 1980 Sch. 3 para. 20; 1981 Sch. 3 para. 5.
2461948 s. 158(2), (3); 1967 s. 24.
2471981 ss. 5(1)-(5), 6(1), 12(7), (9).
2481981 s. 8(1)-(3), (9)-(11).
2491981 s. 8(1), (5), (6), (7).
2501981 ss. 9(1)-(6), 10(1)-(3); OinC-2 No. 10.
2511981 s. 5(7)-(9).
2521981 s.12(1)-(6), (12), (13); OinC-1 No. 52.
2531981 s. 12(7), (8), (10), (11) (including s. 7(2) as applied).
2541981 s. 11(1)-(5), (9), (10).
2551980 s. 43(8); 1981 s. 11(6)-(8), (10).
2561948 s. 454(1), (1A), (2A), (3), (4); 1981 s. 18.
2571981 Sch. 2 paras. 1-3, 5(7), 8.
2581948 s. 149A(1)-(5), (7)(a); 1981 s. 1(1). Sch. 2 para. 4(1).
2591948 s. 152A; 1976 Sch. 2; 1981 s. 2, Sch. 2 para. 4(1); OinC-2 No. 1.
2601967 s. 11; 1981 Sch. 2 paras. 5(1), (2), 7(1).
261(2)1948 s. 157(1); 1981 Sch. 2 para. 4(2).
(3)1948 s. 163, proviso; 1981 Sch. 2 para. 4(3).
(4)1967 s. 22; 1981 Sch. 2 para. 5(6).
(5)1967 s. 16; 1981 Sch. 2 para. 5(4), (5).
(6)1967 ss. 17, 18.
(7)1981 Sch. 2 para. 5(5) (excluding 1967 s. 23A).
2621967 s. 14(3)(b); 1980 Sch. 3 para. 41(3)(b).
2631980 ss. 39(1)-(3), 45(2); 1981 Sch. 3 para 48(a).
2641980 ss. 40. 87(4).
2651980 s. 41(1), (2), (5), (6); 1981 Sch. 3 para. 46.
2661980 s. 41(3), (4), (7), (8).
2671980 s. 41(9), (10).
2681980 s. 42.
2691980s. 42A; 1981 s. 84.
2701980 s. 43(1), (2), (8); 1981 Sch. 3 para. 47.
2711980 s. 43(3), (4), (8).
2721980 s. 43(5), (8), (9).
2731980 s. 43(6), (8), (9).
2741980 s. 43(7); 1981 ss. 60(1), (3), 61.
2751980 ss. 39(4), (4A), (5)-(7), 40(4), 43(7A); 1981 Sch. 3 paras. 45(1), (2), 47.
2761980 s. 43A; 1981 s. 85.
2771980 s. 44; 1981 ss. 60(2), 61.
2781980 s. 45(1).
2791981 Sch. 2 para. 6.
2801980 s. 45(3), (4); 1981 Sch. 3 para. 48(b).
2811980 s. 45(5).
2821948 s. 176.
2831948 ss. 177, 178.
2841948 s. 179.
2851948 ss. 180, 183(2)(a).
2861980 s. 79.
2871976 s. 23(1), (3), (4).
2881948 s. 200(1), (4), (6)-(8), (9)(a); 1976 s. 22(1); 1981 s. 95(1)-(3).
2891948 s. 200(2). (9)(b)-(d) ; 1981 s. 95(2).
2901948 s. 200(3), (9)(b)-(d).
2911948 s. 182.
2921948 s. 183; 1980 Sch. 3 para. 22.
2931948 s. 185; 1980 Sch. 3 para. 23.
2941948 s. 186.
2951948 s. 188(1B), (2D), (2F), (6), (7); 1976 c. 60 s. 9(1), (1A), (2), (5), (7A); 1981 ss. 93, 94.
2961948 s. 188(1)(a), (2D), (2E); 1981 s. 93.
2971948 s. 188(1)(b), (2C), (2D); 1981 s. 93.
2981948 s. 188(1)(c), (2D); 1981 s. 93.
2991948 s. 188(1A), (2D), (2E); 1981 s. 93.
3001976 c. 60 s. 9(1), (2), (6), (7A); 1981 s. 94.
3011976 s. 29; 1981 Sch. 3 para. 36; OinC-1 No. 38.
3021948 s. 187; 1981 Sch. 3 para. 9; OinC-2 No. 2.
3031948 s. 184(1), (2), (4)-(6).
3041948 s. 184(2), (3).
3051948 s. 201; 1981 Sch. 3 para. 11.
3061948 s. 202.
3071948 s. 203.
3081948 s. 204.
3091980 ss. 46, 63(1).
3101948 s. 205; 1980 Sch. 3 para. 26.
3111948 s. 189.
3121948 s.191.
3131948 s. 192.
3141948 s. 193(1), (2).
3151948 s. 193(3)-(5).
3161948 s. 194.
3171948 s.199; 1980 ss. 60, 63(3), Sch. 3 para. 25.
3181967 s. 26; 1976 Sch. 1; 1980 ss. 61, 63(4).
3191980 ss. 47, 63(1).
3201980 ss. 48(1), (2), 63(1); 1981 s. 110(2); OinC-1 No. 46.
3211980 s. 48(6)-(8); 1981 s. 110(3).
3221980 s. 48(3), (4), (5); OinC-1 No. 47,
3231967 s. 25; 1976 Sch. 2; 1981 Sch. 3 para. 28.
3241967 s. 27(1), (2), (4), (8)-(11), (13); 1976 Sch. 2.
3251967 s. 29(1), (2), (14); 1981 Sch. 3 para. 28.
3261967 s. 29(12), (13).
3271967 s. 30.
3281967 s.31; 1976 s.24.
3291976 s. 25.
3301980 ss. 49, 63(1).
3311980 ss. 65(1), (2), (3), (6), 87(1); 1981 Sch. 3 para 56.
3321980 s. 50(2).
3331980 s. 50(1); 1981 Sch. 3 para. 49.
3341980 s. 50(2A); 1981 s. 111(1).
3351980 s. 50(3)(a), (b).
3361980 s. 50(4)(a), (b).
3371980 s. 50(4)(c), (5).
3381980 ss. 50(4)(d), (6), (7), 65(1).
3391980 s. 51; 1981 s. 111(2), Sch. 3 para. 50.
3401980 s. 65(4), (5).
3411980 s. 52.
3421980 s. 53; OinC-2 No. 6.
3431980 ss. 57(1)-(4), (6), (7), (8), 63(2); OinC-1 No. 49.
3441980 ss. 57(5), 58(4).
3451980 s. 62
3461980 s. 64; 1981 Sch. 3 paras. 54, 55; OinC-2 No. 7.
3471980 s. 65(8).
3481948 s. 108(1)(a), (2).
3491948 s. 108(1)(c), (3), (4)(b), (c).
3501948 s. 108((1)(b), (3), (4)(a).
351ECA 1972 s. 9(7) (as am. 1980 Sch. 3 para. 45(2)); 1976 s. 30(5); 1980 s. 77.
3521948 s. 110(1), (4)-(6); 1981 s. 101(1), (2).
3531948 s. 110(2)-(4); 1976 Sch. 1.
3541948 s. 111.
3551948 s. 112.
3561948 s. 113; 1967 s. 52(2).
3571948 s. 114.
3581948 s. 115.
3591948 s. 116.
3601948 s. 117.
3611948 s. 118.
3621948 s. 119(1). (4), 122.
3631948 s. 124; 1981 Sch. 3 para. 4; OinC-1 No. 7.
3641948 s. 125(1)-(4); 1976 Sch. 1; 1981 Sch. 3 para. 4; OinC-1 Nos. 8, 9.
3651948 s. 126; OinC-1 No. 10.
3661948 s. 131(1), (5).
3671948 s. 131(2)-(4), (5).
3681948 s. 132.
3691948 s. 133.
3701948 s. 134; 1980 Sch. 3 para. 16.
3711948 s. 135.
3721948 s. 136.
3731948 s. 137.
3741948 s. 138.
3751948 s. 139.
3761948 s. 140(1)-(3), (6), (7).
3771948 s. 140(4), (5).
3781948 s. 141.
3791948 s. 142.
3801948 s 143; 1967 s. 51(2); 1980 s. 14(6). Sch. 3 para. 17; 1981 ss. 25(6), 49(10); OinC-1 No. 11.
3811948 s. 144.
3821948 s. 145; 1980 s. 63(3); OinC-1 No. 50.
3831948 s. 146.
3841976 s. 14(1)-(5), (7)
3851976 s. 14(8).
3861976 s. 14(6), (7), (10).
3871967 s. 14(7); 1976 s. 15(6).
3881976 s. 15(1)-(5).
3891948 s. 161; 1967 s. 13(1), (6); 1976 s. 13.
3901976 s. 16(1)-(7)
3911976 s. 17.
3921976 s. 18.
3931976 s. 19(1), (2).
3941976 s. 20
3951948 s. 95(1).
3961948 s. 95(2), (6), (7), (10)(a), (b); S.I. 1972/1268, Art. 16(2).
3971948 s. 95(8), (9); 1976 Sch. 1; 1980 Sch. 3 paras 15, 52.
3981948 s. 95(3)-(5).
3991948 s. 96.
4001948 s. 97.
4011948 s.98; 1976 s. 38(2); 1981 s.99.
4021948 s. 99.
4031948 s. 100; 1976 Sch. 1.
4041948 s.101.
4051948 s. 102; 1976 Sch. 1.
4061948 s. 103.
4071948 s. 104.
4081948 s. 105.
4091948 s. 106; 1981 Sch. 3 para. 3; OinC-1 No. 5.
4101948 s. 106A(1), (2), (10); 1972 Sc. ss. 6, 32(2), Sch.; S.I. 1972/1268; OinC-2 No. 5.
4111948 s. 106A(3), (4).
4121948 s. 106A(5).
4131948 s. 106A(6), (7), (8); 1976 Sch. 1; 1980 Sch. 3 paras. 15, 52.
4141948 s. 106A(9).
4151948 s. 106B.
4161948 s. 106C.
4171948 s. 106D.
4181948 s. 106E; 1976 s. 38(2); 1981 s. 99.
4191948 s. 106F; 1976 Sch. 1.
4201948 s. 106G.
421194S s. 106H.
4221948 s. 106I.
4231948 s. 106J.
4241948 s. 106K; OinC-1 No. 6.
4251948 s. 206.
4261948 s. 207.
4271948 s. 208.
4281948 s. 209(1), (5).
4291948 s. 209(2); 1976 Sch. 1.
4301948 s. 209(3), (4).
4311948 s. 164; 1981 s. 86(1), (2).
4321948 s. 165; 1980 Sch. 3 para. 21; 1981 s. 86(3).
4331948 s. 166; 1967 s. 41.
4341948 s. 167(1), (1A), (2), (5); 1967 ss. 39(a), (b), 50; 1981 s. 87, Sch. 3 para. 32; OinC-1 No. 13.
4351948 s. 167(1B); 1981 s. 87(1).
4361948 s. 167(3); 1967 s. 39; 1981 s. 87(2).
4371948 s. 168; 1981 s. 88(1).
4381967 s. 37(1), (2).
4391948 s. 170; 1967 ss. 37(3), 40(1)-(4); 1981 Sch. 3 para. 7.
4401967 s. 35(1).
4411948 s. 171; 1981 s. 88(2).
4421948 s. 172(1)-(4); 1981 Sch. 3 para. 8.
4431948 s. 172(5), (6); 1981 s. 89.
4441948 s. 173; 1981 s. 90.
4451948 s. 174(1), (8).
4461967 s. 32.
4471967 s. 109.
4481967 s. 110.
4491967 s. 111; 1973 c. 58 Sch. 1 para. 16; 1976 s. 39(2); 1980 s. 84(3); 1981 s. 104(1)-(3); OinC-1 No. 34.
4501967 s. 113; 1974 c. 49 Sch. 1; 1982 c. 50.
4511967 s. 114.
4521948 s. 175; 1967 ss. 32(6), 116 (as am. 1974 c. 49 Sch. 1, 1982 c. 50 Sch. 5 para. 6); 1981 s. 103(1), (3).
4531967 s. 42.
4541948 s. 174(2), (2A), (2B).
4551948 s. 174(5)-(7); 1981 ss. 72(8), 77(4), 91(7).
4561948 s. 174(3), (3A), (3B), (3C), (4), (4A); 1981 ss. 72(8), 77(3), (4), 91(4)-(6).
4571948 s. 174(3D), (3E), (3F); 1981 ss. 72(8), 77(4), 91(4).
4581948 s. 332(3); 1981 s. 96.
4591980 s. 75(1), (9).
4601980 s. 75(2), (10).
4611980 s. 75(3)-(8).
4621972 Sc. ss. 1(1), 2, 3 1979 c. 33 s. 29(2).
4631972 Sc. s. 1(2)-(4).
4641972 Sc. s. 5.
4651972 Sc. s. 30(2), (3).
4661972 Sc. ss. 5(1), 7.
4671972 Sc. s. 11; OinC-2 No. 4.
4681972 Sc. s. 12.
4691972 Sc. s. 13.
4701972 Sc. s. 14(1)-(6), (8).
4711972 Sc. s. 15.
4721972 Sc. s. 16.
4731972 Sc. s. 17.
4741972 Sc. s. 18.
4751972 Sc. s. 19.
4761972 Sc. s. 20.
4771972 Sc. s. 21.
4781972 Sc. s. 22.
4791972 Sc. s. 23.
4801972 Sc. s. 24.
4811972 Sc. s. 25; OinC-1 No. 35.
4821972 Sc. s. 26.
4831972 Sc. s. 27.
4841972 Sc. s. 28.
4851972 Sc. s. 29.
4861972 Sc. s. 31.
4871972 Sc. s. 32.
4881972 Sc. s. 31(5).
4891948 s. 366.
4901948 s. 367.
4911948 s. 368.
4921948 s. 369.
4931948 s. 370.
4941948 s. 371.
4951948 s. 372(1), (3)-(5), (7); 1976 Sch. 1.
4961948 s. 373.
4971948 s. 372(2), (3), (4), (5)-(7); OinC-1 No. 18.
4981948 s. 374; OinC-1 No. 19.
4991948 s. 375.
5001948 s. 376.
5011948 s. 211.
3021948 s. 212(1), (3).
5031948 s. 212(2); 1981 s. 58(5).
5041981 ss. 58(1)-(5), 61.
5051967 s. 44(7); 1980 s. 7(4).
5061967 s. 43(6).
5071948 s. 213; 1981 ss. 58(6), 61.
5081948 s. 214.
5091948 s .215.
5101948 s. 216.
5111948 s. 394(3)(f), (g).
5121948 s. 218(1), (3), (5). (6), (8); 1976 c. 60 s. 1(1), Sch. 1 Parts I, II.
5131948 ss. 218(7), 219(1).
5141948 s. 219(3).
5151948 s. 220; 1976 c. 60 s. 1(1), (2). Sch. 1 Pts. I, II.
5161948 s. 221.
5171948 s. 222; 1972 Sc. s. 4; 1980 Sch. 3 para. 27.
5181948 s. 223; 1976 c. 60 s. 1(1), (2), Sch. 1 Pts. I, II; S.I. 1984/1199.
5191948 s. 224; 1980 Sch. 3 para. 28; 1981 s. 59(7).
5201948 s. 225.
5211948 ss. 226, 396.
5221948 s. 227.
5231948 s. 228.
5241948 s. 229.
5251948 ss. 230, 231, 232, 397.
5261948 s. 233.
5271948 s. 234.
5281948 s. 235(1)-(3), (5), (8).
5291948 s. 235(4), (6), (7); 1967 s. 50.
5301948 s. 236.
5311948 s. 237.
5321948 s. 238.
5331948 s. 239.
5341948 s. 240.
5351948 s. 241.
5361948 s. 242.
5371948 s. 243.
5381948 s. 244.
5391948 s. 245.
5401948 s. 246.
5411948 s. 247.
5421948 s. 248; 1976 c. 60 ss. 1(1), (2), 3, Sch. 2 para. 3.
5431948 s. 249; 1976 c. 60 s. 2; OinC-1 No. 14.
5441948 s. 250.
5451948 s. 251.
5461948 s. 252.
5471948 ss. 253(1), 255.
5481948 s. 254.
5491948 s. 256.
5501948 s. 257.
5511948 s. 258.
5521948 s. 259.
5531948 s. 260.
5541948 s. 261.
5551948 s. 262.
5561948 s. 263.
5571948 s. 264.
5581948 s. 265.
5591948 s. 266.
5601948 s. 267.
5611948 s. 268.
5621948 s. 269.
5631948 s. 270(1)-(3).
5641948 s. 270(4)-(9).
5651948 s. 271.
5661948 s. 272.
5671948 s. 273.
5681948 s. 274.
5691948 s. 275.
5701948 s. 276.
5711948 s. 277.
5721948 ss. 143(4)(e), 278.
5731948 s. 279.
5741948 s. 280.
5751948 s. 281.
5761948 s. 282.
5771948 s. 283(1)-(3); 1981 s. 105(1).
5781948 s. 283(4).
5791948 s. 284.
5801948 s. 285.
5811948 s. 286.
5821948 s. 287.
5831948 s. 288.
5841948 s. 289.
5851948 s. 290.
5861948 s. 291.
5871948 s. 292.
5881948 s. 293; 1981 s. 106.
5891948 s. 294.
5901948 s. 295.
5911948 s. 296.
5921948 s. 297.
5931948 s. 298.
5941948 s. 299.
5951948 s. 300.
5961948 s. 301.
5971948 s. 302.
5981948 s. 303.
5991948 s. 304.
6001948 s. 305.
6011948 s. 306.
6021948 s. 307.
6031948 s. 308(1).
6041948 s. 309.
6051948 s. 310.
6061948 s. 311.
6071948 s. 312.
6081948 s. 313.
6091948 s. 314.
6101948 s. 315.
6111948 s. 316.
6121948 s. 317.
6131948 s. 318.
6141948 s. 319.
6151948 s. 320; OinC-1 No. 15.
6161948 s. 321.
6171948 s. 322; 1972 Sc. s. 8; OinC-1 No. 16.
6181948 s. 323(1)1 (2), (8).
6191948 s. 323(3)-(7).
6201948 s. 324.
6211948 s. 325; Charging Orders Act 1979 s. 4.
6221948 s. 326; 1976 c. 60 s. 1(1), (2), Sch. 1 Pts. I, II.
6231948 s. 327.
6241948 s. 328(1)(d), (e), (i), (j), (k), (o), s. 328(2), (3); 1976 c. 60 s. 1, Sch. 1 Pt. I; OinC-2 No. 3.
6251948 s. 330.
6261948 s. 328(1)(a)—(c), (g), (h), (l), proviso, (3).
6271948 s. 329.
6281948 s. 328(1)(f), proviso, (3).
6291948 s. 328(1)(p), (3).
6301948 s. 332(1), (2), (4).
6311948 s. 333.
6321948 s. 334(1)-(3). (4); 1981 s. 92(1).
6331948 s. 334(5), (6); 1981 s. 92(1)-(4).
6341948 s. 335.
6351948 s. 336.
6361948 s. 337.
6371948 s. 338.
6381948 s. 339.
6391948 s. 340.
6401948 s. 341.
6411948 s. 342.
6421948 s. 343; 1976 c. 60 Sch. 2.
6431948 s. 344.
6441948 s. 345.
6451948 s. 346.
6461948 s. 347.
6471948 s. 348; OinC-1 No. 17.
6481948 s. 349.
6491948 s. 350.
6501948 s. 351.
6511948 s. 352.
6521948 s. 353(1)-(5), (7).
6531948 s. 353(6).
6541948 s. 354; 1981 s. 108(5).
6551981 s. 108(1)-(4).
6561948 s. 355.
6571948 s. 355(2), (9).
6581948 s. 356.
6591980 s. 74(4), (5), (6)(b), (7), (8).
6601948 s. 362.
6611948 s. 363.
6621948 s. 364.
6631948 s. 365(1), (3), (5); 1967 s. 50; 1970 c. 8 s. 1(3)(c)
6641976 c. 60 s. 1(2), (4).
6651948 s. 398; 1981 c. 65 Sch. 6.
6661948 s. 399(1)-(5), (8), (9); 1972 Sc. s. 4; 1981 c. 65 Sch. 6.
6671948 s. 399(6)(a); 1976 c. 60 s. 1(2), (4), Sch. 1 Pts. I, II; S.I. 1984/1199.
6681948 s. 399(6)(b).
6691948 s. 399(6)(c), (d), (e).
6701948 s. 400.
6711948 ss. 401, 455(1).
6721948 s. 402.
6731948 s. 403.
6741948 s. 404.
6751948 s. 377.
6761948 s. 378.
6771948 s. 379; 1967 s. 53(2).
6781948 s. 380.
6791948 s. 381.
6801948 s. 382(1), excl. proviso (v)-(vii); 1976 Sch. 1; 1980 Sch. 3 para. 29.
6811948 s. 382(1) proviso (v)-(vii), (2)-(4); 1980 Sch. 3 para. 29; 1981 Sch. 3 para. 13.
6821981 s. 26(1), (2).
6831948 s. 383.
6841948 s. 384; 1976 Sch. 1; 1981 Sch. 3 para 14; OinC-1 Nos. 20, 21, 24.
6851980 ss. 2(3), 13(1)-(5), (7).
6861948 ss. 385, 386, 387; 1976 Sch. 1; OinC-1 No. 22.
6871981 s. 26(3); OinC-1 Nos. 23, 54.
6881948 s. 390; 1976 s. 38(2), Sch. 2; 1980 s. 13(6), Sch. 3 para. 31; 1981 s. 99.
6891948 ss. 391, 392, 393, 394.
6901948 s. 395.
6911948 s. 407(1), (2); 1976 Sch. 1; 1981 Sch. 3 para. 15; OinC-l No. 25.
6921948 s 409(1), (2); 1976 Sch. 2; OinC-1 No. 26.
6931948 s. 411.
6941976 s. 31; 1981 s. 27.
6951948 s. 411
6961948 s. 413.
6971948 s. 414; 1976 s. 31(5).
6981948 s. 415.
6991948 s. 416; 1981 s. 109.
7001976 s. 9(1)-(3), (3A), (3B); 1980 Sch. 3 para. 49; 1981 s. 19; OinC-1 No. 37.
7011976 ss. 2, 3 (as applied by s. 10).
7021976 s. 6 (as applied by s. 11(2), (3)).
7031976 s. 11(1), (4).
7041948 s. 424; 1981 Sch. 3 para. 16.
7051981 ss. 23(2), 97.
7061976 s. 35.
7071976 s. 36.
7081948 s. 425(2); 1976 s.37; 1981 Sch. 3 para. 37.
7091948 s. 426(1); 1976 Sch. 2; 1981 ss. 98(1), 99.
7101948 s. 426(2)-(6); 1976 s. 38(3); 1981 ss. 98(2), 99.
711ECA 1972 s. 9(3); 1976 ss. 1(10), 22(3), 23(6); 1980 Sch. 3 para. 45(1); 1981 Sch. 3 para. 34.
7121948 s. 427.
7131948 s. 428; 1976 s. 16(8); 1980 s. 84(1); 1981 s. 115(1).
7141981 s. 23; S.I. 1982/1654.
7151981 s. 100.
7161948 s. 434(1); 1967 s. 120; 1979 c. 37 Sch. 7.
7171967 s. 121.
7181948 s. 435.
7191980 s. 74(1)-(3), (6)(a).
7201948 ss. 433, 454(2)(a).
7211948 s. 441.
7221948 s. 436; 1967 s. 56(6), Sch. 4; 1976 Sch. 2.
723SECOBA s. 3 1976 Sch. 2; 1980 Sch. 3 para. 48.
7241977 s. 38 s. 7.
7251948 s. 437.
7261948 s. 447.
7271948 s. 448.
7281948 s. 449.
7291948 s. 451; 1976 s. 38(1); 1980 Sch. 3 para. 33; 1981 Sch. 3 para. 18.
730 (4)1980 s. 80(2).
(5)1948 s. 440(2).
7311967 ss. 49(2)-(5), 115(1); 1972 Sc. s. 28(4); 1980 s. 84(2); 1981 s. 115(2).
7321948 ss. 174(7), 446; 1967 s. 27(10); 1967 s. 91, as applied ibid. s. 115(2); 1976 s. 25(4); 1981 s. 72(9).
7331967 ss. 89, as applied ibid. s. 115(2), 102(3); 1981 s. 81.
7341967 s. 88, as applied ibid. s. 115(2).
7351948 s. 455.
7361948 ss. 150(4), 154.
7371980 s. 87(1).
7381980 s. 87(2), (3).
7391980 s. 87(1), (4)(b).
7401948 s. 455(3).
7411948 s. 455(1), (2); 1980 s. 63(1), (5).
7421948 ss. 149(8)(a), (b), 149A(7)(a), 455(1); 1967 s. 56(2); 1976 s. 1(9); 1980 s. 87(1); 1981 ss. 1. 21(1), (3), Sch. 2 para. 5(7), Sch. 3 para. 33.
7431980s. 87(1).
7441948 ss. 154(5), 406, 455(1); 1976 s. 1(9); 1980 s. 87(1). Sch 3. para. 35; OinC-1 No. 27.
745(Northern Ireland).
746(Commencement).
747(Citation).
Sch. 11948 s. 200(2), (3); 1976 s. 21(1), (2); 1981 s. 95(2).
Sch. 21983 (BI) ss. 2-5, Sch.
Sch. 31948 s. 417(1)(b). Sch. 4; 1976 a 33.
para. 11948 Sch. 4 paras. 1-3, 22.
21948 Sch. 4 para. 4.
31948 Sch. 4 paras. 5, 6; 1976 s. 33.
41948 Sch. 4 paras. 7, 25.
51948 Sch. 4 para. 8.
61948 Sch. 4 para. 9(2).
71948 Sch. 4 para. 9(1).
81948 Sch. 4 para. 10.
91948 Sch. 4 paras. 23, 24, 26.
101948 Sch. 4 paras. 11-13, 22.
111948 Sch. 4 para. 14.
121948 Sch. 4 para. 15.
131948 Sch. 4 paras. 16, 22.
141948 Sch. 4 para. 17.
151948 Sch. 4 para. 18.
161948 Sch. 4 para. 19.
171948 Sch. 4 para. 20.
181948 Sch. 4 para. 21.
191948 Sch. 4 para. 27.
201948 Sch. 4 para. 28.
211948 Sch. 4 para. 29.
22(1)1948 Sch. 4 para. 30.
(3)1948 Sch. 4 paras. 20, 21(1).
Sch. 41948 Sch. 8, substituted by 1981 s. 1.
para. 38(2)OinC-1 No. 29.
601983 (BI) s. 2.
75(4)S.I. 1984/1859.
Part VI1948 Sch. 8 Part VA, inserted by S.I. 1982/1092.
Sch. 5
para. 11967 s. 3(1); 1980 Sch. 3 para. 41; 1981 Sch. 3 paras. 23, 24.
21967 s. 3(2); 1981 Sch. 3 para. 24.
31967 s. 3(3).
41967 s. 3(4).
51967 s. 3(5).
61967 s. 3(2).
71967 s. 4(1); 1981 Sch. 3 paras. 23, 24.
81967 s. 4(1A); 1981 s. 3(1).
91967 s. 4(2); 1980 Sch. 3 para. 41; 1981 Sch. 3 para. 24.
101967 s. 4(3); 1981 s. 3(2)(a).
111967 s. 4(4); 1981 s. 3(2)(b).
121967 s. 4(5); 1981 s. 3(2)(c).
131967 s. 4(7).
141981 s. 4(1).
151981 s. 4(2).
161981 s. 4(3); OinC-2 No. 8.
171981 s. 4(4)-(7); OinC-2 No. 9.
181981 s. 4(8).
191981 s. 4(10).
201967 s. 5(1); 1980 Sch. 3 para. 41; 1981 Sch. 3 para. 23.
211967 s. 5(2).
221948 s. 196(1)(a), (2); 1981 Sch. 3 para. 10.
231967 s. 6(6); S.I. 1982/1698.