The Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990

PART II TRANSITIONAL AND SAVING PROVISIONS WITH RESPECT TO ACCOUNTS AND REPORTS FOR RELEVANT FINANCIAL YEARS

General Rules

13.—(1) Subject to the exceptions set out in paragraph 14 below:

(a) the provisions of the old Part VII shall continue to have effect with respect to a relevant financial year of a company, and in particular a company’s accounts (within the meaning of section 239 of the old Part VII) for a relevant financial year; and

(b) the provisions of the new Part VII shall not have effect with respect to such a financial year or, in particular, such accounts.

Provisions of new Part VII to be applicable with respect to any financial year

14.—(1) In so far as paragraph 13 would otherwise to any extent disapply sections 221, 222, 256 or 257 of the new Part VII or continue in force sections 221 to 223 and 256 of the old Part VII, it shall not do so.

(2) Subject to the provisions of this Part of this Schedule, the following sections of the newPart VII, together with any other provision of the 1985 Act (as amended by the 1989 Act) to the extent necessary for their interpretation or operation, shall, notwithstanding paragraph 13, have effect, as from 1st April 1990, with respect to any financial year of a company:

(a) sections 223 to 225 (which shall have effect, in so far as they apply with respect to a relevant financial year, in place of sections 224 to 226 of the old Part VII);

(b) section 239 (which shall have effect, in so far as it applies with respect to a relevant financial year, in place of section 246 of the old Part VII);

(c) section 240 (which shall have effect, in so far as it applies with respect to a relevant financial year, in place of sections 254 and 255 of the old Part VII);

(d) section 251; and

(e) sections 252 and 253.

Sections 223 and 225

15.  Sections 223 and 225 shall have effect with respect to a relevant financial year as if the references:

(a) in section 223(5) to “parent company” and “subsidiary undertakings” were references to “holding company” and “subsidiaries” respectively; and

(b) in section 225(2) and (4) to “parent undertaking” and “subsidiary undertaking” were references to “holding company” and “subsidiary” respectively, within the meaning of section 736 of the 1985 Act as unamended by the 1989 Act.

Section 239

16.  Section 239 shall have effect with respect to a relevant financial year as if the reference insub-section (1) thereof to a copy of the company’s last annual accounts and directors' report and a copy of the auditors' report on those accounts was a reference to the documents referred to insection 239 of the old Part VII and as if the reference to section 238 in sub-section (2) thereof was a reference to section 240 of the old Part VII.

Section 240

17.—(1) Section 240 shall apply with respect to accounts for a relevant financial year as if:

(a) the references in sub-sections (1) and (3) thereof to section 235 were to sections 236 and (where appropriate) 262 of the old Part VII;

(b) the reference in sub-section (3)(d) thereof to section 237(3) was a reference to section 237(4) of the old Part VII;

(c) the reference in sub-section (5) thereof to section 242 was a reference to section 241(3) of the old Part VII; and

(d) as if the word “subsidiaries” (within the meaning of section 736 of the 1985 Act as unamended by the 1989 Act) was substituted for the words “subsidiary undertakings” in sub-section (5)(b).

(2) Accounts delivered to the registrar in modified form in reliance on sections 247 to 251 of the old Part VII shall be regarded as statutory accounts for the purposes of section 240, and references in that section to the auditors' report under section 235 shall be read, in relation to accounts so delivered, as references to the special report under paragraph 10 of Schedule 8 to old Part VII.

Section 251

18.  Section 251 shall apply with respect to a relevant financial year as if:

(a) the references in sub-sections (1) and (2) thereof to section 238(1) were references to section 240(1) of the old Part VII;

(b) the references therein to the company’s annual accounts were references to the documents referred to in section 239(a) and (d) of the old Part VII; and

(c) the reference in sub-section 4(d) thereof to section 237(3) was a reference to section 237(4) of the old Part VII.

Sections 252 and 253

19.  Sections 252 and 253 shall apply with respect to a relevant financial year as if:

(a) the references therein to section 238(1) were references to section 240(1) of the old Part VII;

(b) the reference in section 252(3)(a) to section 235(1) was a reference to section 236(1) of the old Part VII;

(c) the reference in section 252(4) to section 241 was a reference to section 241(1) of the old Part VII; and

(d) the reference in section 253(1) to section 238(5) was a reference to section 240(5) of the old Part VII.