HC Deb 27 June 1967 vol 749 cc342-58
Mr. Diamond

I beg to move Amendment No. 11, in page 22, line 14, at the end to insert: (2) Group relief shall also be available in accordance with Schedule 10 to this Act—

  1. (a) where the surrendering company is a trading company which is owned by a consortium and which is not a subsidiary of any company, and the claimant company is a member of the consortium, or
  2. (b) where the surrendering company is a trading company—
    1. (i) which is a ninety per cent. subsidiary of a holding company which is owned by a consortium, and
    2. (ii) which is not a subsidiary of a company other than the holding company, and the claimant company is a member of the consortium, or
  3. (c) where the surrendering company is a holding company which is owned by a consortium and which is not a subsidiary of any company, and the claimant company is a member of the consortium:
Provided that no claim may be made by a member of a consortium if a profit on a sale of the share capital of the surrendering or holding company which that member owns would be treated as a trading receipt of that member. (3) Subject to Schedule 10 to this Act, two or more claimant companies may make claims relating to the same surrendering company, and to the same accounting period of that surrendering company.

Mr. Speaker

We are taking, at the same time, the Amendment to Amendment No. 11, in line 2, after 'surrendering' insert 'or claimant'; the Amendment in line 3, at end insert: '(or, as the case may be, the surrendering)'; the Amendment in line 5, after 'surrendering' insert 'or claimant';

the Amendment in line 9, after 'claimant', insert: '(or, as the case may be, the surrendering)'; the Amendment in line 10, after 'surrendering' insert 'or claimant';

the Amendment in line 11, at end insert: '(or, as the case may be, the surrendering)'; Government Amendment No. 13, page 22, line 24, at end insert: (b) 'holding company' means a company the business of which consists wholly or mainly in the holding of shares or securities of companies which are its ninety per cent. subsidiaries, and which are trading companies, and the Amendment thereto, line 2, after companies insert: '(whether or not resident in the United Kingdom)'; Government Amendment No. 14, page 22, line 32, at end insert: (c) 'trading company' means a company whose business consists wholly or mainly of the carrying on of a trade or trades, and the Amendment thereto, line 1, after second 'company' insert: '(whether or not resident in the United Kingdom)'; Amendment No. 73, page 22, line 33, after '(4)' insert: 'Subject to the foregoing provisions of this section,'. Government Amendment No. 16, page 23, line 3, at end insert: (5) For the said purposes—

  1. (a) a company shall be deemed to be a ninety per cent. subsidiary of another company if not less than ninety per cent. of its ordinary share capital is directly owned by that other company,
  2. (b) a company is owned by a consortium if all of the ordinary share capital of that company is directly owned between them by five or fewer companies, and those companies are called the members of the consortium,
  3. (c) a member's share in a consortium shall be the percentage of the ordinary share capital of the surrendering company, or as the case may be of the holding company through which the surrendering company is owned, which is owned by that member in the relevant accounting period of the surrendering company, and if that percentage has fluctuated in the accounting period, the average percentage over the period shall be taken,
and in this subsection references to ownership and to ordinary share capital shall be construed in accordance with section 42(3) of the Finance Act 1938, and the Amendment thereto, line 6, after 'companies' insert: '(of which companies owning at least three-quarters of the ordinary share capital are resident in the United Kingdom)'. I have indicated that I would be prepared to call a Division on the Amendment to Amendment No. 11 and the Amendment to Amendment No. 13.

Mr. Diamond

The House will recollect that when we were discussing group relief in Committee I undertook to consider the proposals suggested by the Opposition providing for relief to be extended beyond group relief to the case in which a company is owned by a consortium of companies. We have introduced the Amendment as a result of that consideration and the powerful arguments of the Opposition.

The Amendment is fairly clear. With the leave of the House, I will answer any detailed points on which any Member seeks clarification. Therefore, perhaps I could move straight to some of the principles and points raised in the Amendments which we are discussing at the same time. I take it that the hon. Member for Wanstead and Woodford (Mr. Patrick Jenkin) would prefer me to do that; or perhaps he would wish me to listen to his arguments on the Amendments and then respond later. I should be happy to do that.

The principle of the Amendment is clearly explained in the Clause. The consortium which is defined in a subsequent Amendment makes it clear that we are dealing with a company which is wholly owned by not more than five joint owners who seek to get together to carry out some trading operation and who are residents. I made it clear in Committee that I was most anxious that where there were solid business reasons for acting in this form rather than in the more normal form of a parent and subsidiary company the form should not be a deterrent to the carrying out of business nor to the seeking of early relief on losses sustained by the jointly owned company.

I say "early relief" because that is the essence of the matter. Instead of normally a loss being made by the jointly owned company and being carried forward and set against future profits which, one would hope, it would make, the loss could be relieved by being set proportionately against the profits of the joint owners. The Amendments which you, Mr. Speaker, have suggested we might discuss at the same time provide for the detail and definitions of the consortium and the method by which the loss is divided.

I will leave the matter there and listen to any arguments adduced as to how we have not satisfied the proper and reasonable requirements of industry that the form should not be a deterrent to seeking early tax relief for the jointly owned corn pany.

7.45 p.m.

Mr. Patrick Jenkin (Wanstead and Woodford)

I must begin by expressing the thanks of my right hon. and hon. Friends to the Government for having moved so far to meet the case which we put to them in Committee. It is clear that our arguments found favour. We therefore have a whole string of Amendments—some of which are not being taken with this group but will arise when we discuss the tenth Schedule—which the Government have had to draft to take account of most of the points which we made.

May I make one criticism, if it is not churlish to do so in the face of Treasury magnanimity, which is rare these days? Clause 20 and all the Amendments on the Notice Paper on this matter are intended to replace the subvention system under the Finance Act, 1953. It would be out of order to attempt, and I have no intention of attempting, to argue the merits of the subvention system, save only to say that it was comprised in a relatively few lines of the Act. It worked well for a number of years and is now to be replaced by pages and pages in the Finance Bill which, I agree, introduce further refinements but in many cases leave those who have to deal with these matters with a less flexible system than they had before.

Amendment No. 11, so far as it deals with the consortium company, is intended to take account of the position in which the consortium companies—the joint offspring, if I may so describe it—makes a loss and the parent companies make profits and the loss relief is shared among them under the group relief in Clause 20. But it is only that way round. In the case of a normal group of companies, there is no such limitation. Any member of the group can be the claimant company and any member of the group can be the surrendering company. But under Amendment No. 11 the surrendering company is the consortium company, and the claimant company must be one of the joint parents.

The question which immediately arises is: why should it not be allowed to operate the other way round? It is difficult, and indeed it is a highly artificial hypothesis, to imagine a situation in which there are five parent companies, some or all of which make losses and their joint offspring makes a profit. This situation would be so unlikely that one might leave it out of account altogether. I am advised, however, that it is not unusual that a 50–50 consortium with two parents, each owning half of the shares in their joint offspring, could be in such a position that for some years the joint offspring makes a profit and the two parents make losses.

One can imagine the situation in which two independent companies decide that it would be much better to pool their resources into a 50–50 company and that the pooled resources make a profit, but that means that two parent companies are in a loss-making situation. It seems unreasonably restrictive that the loss-sharing provisions of the Clause should not extend to that situation, which is, in a sense, the reverse of that governed by Amendment 11.

I pointed out in Committee that the whole concept of a consortium was originally introduced into the Finance Act, 1965, by the Government as a novel concept which we welcomed, first, in relation to the group treatment of dividends; and latterly, owing to Opposition pressure, that was extended to interest payments. Dividends can by definition move only one way, from the joint consortium company to the parents. It is not surprising, therefore, that that is what happened in Section 48 of the 1965 Act.

Section 48(7) of that Act envisages, however, the situation where interest payments may be made gross in either direction, either from the consortium company to the parents or from the parents to the consortium company. It seems to me that there is no difference in principle whether the loss relief should not be similarly available both ways. Our series of Amendments covering from lines 2 to 11 are intended to provide that position.

My right hon. and hon. Friends and I have put down Amendments also to Government Amendments 13 and 14 concerning definitions. I have already referred to Section 48(3) of the Finance Act, 1965, which relates to the payment of dividends, and Section 48(7), relating to the payment of interest.

As originally drafted and as the 1965 Bill became an Act, the consortium situation envisaged only one of all the many possible combinations: namely, parents, five or fewer, owning shares in a trading company. The 1966 Act, by Schedule 5, paragraph 1, extended that situation to the case in which a parent company owned the shares, not in a trading company, but in a holding company which itself owned shares in a series of trading companies. This was an extension for the purposes of dividend and interest payment and the group treatment of them.

In Amendment 11, the Government deal with all three cases at once. Paragraph (a) deals with the consortium company which owns the trading company and paragraphs (b) and (c) deal with the position where the consortium company is a holding company with trading subsidiaries.

The position can be explained in terms of a family relationship with a grandfather, the father—the holding company—and a series of children who are the trading subsidiaries. Paragraph (b) extends group relief as between grandfathers and grandsons, because there are several of them, and paragraph (c) extends group relief as between the grandfather and the father, the holding company.

It is obvious that in those circumstances the definition of a holding company and of a trading company are critical as to the extent to which the relief will be available to groups of companies, because not every holding company or trading company will be able to benefit from these provisions. It is to this point that our two Amendments to Government Amendments 13 and 14 are directed.

Subsection (4) of the Clause makes it clear that any reference in the Clause to a company means a United Kingdom resident company. Therefore, the definitions of holding companies and trading companies, although it is not expressly stated, are limited by that restriction to United Kingdom resident companies. Our Amendments are intended to indicate that we regard this as being too restrictive, but in slightly different ways.

From our Amendment to Government Amendment 13, dealing with the defini- tion of a holding company, it is clear that not only the holding company, but all its subsidiaries, must be wholly or mainly United Kingdom residents. This would preclude the granting of relief to a consortium company when the consortium company's subsidiaries were mainly overseas subsidiaries even though some of them might be United Kingdom subsidiaries. It prevents the granting of relief even as between ultimate parents, the grandparents and the United Kingdom grandchildren. It is a little unclear why that should be so. This is merely a question at this stage of the definition of the holding company and does not in any way affect the computation of the relief that would be granted.

Our Amendment to Government Amendment 13 would merely extend the category of holding companies—consortium companies—to which Clause 20 relief is available. It does not bring within the sphere of the relief the over seas trading subsidiaries. It merely brings within the sphere of the relief a consortium company which happens to have a majority of overseas subsidiaries even though it may have some United Kingdom subsidiaries. It seems to us on this side that that would be a reasonable extension of the Clause and would not in any sense lead to the sort of avoidance which the Government obviously had in mind in imposing this limitation in the first place.

In Schedule 5, paragraph 1, to the 1966 Act, the Government extended to holding companies with trading subsidiaries the group dividend and interest relief. The one limitation in it was that the holding company should be mainly or wholly a company holding interests in United Kingdom subsidiaries. This is a new limitation which is introduced into the Clause. For the moment, we are unable to see why it should be so limited.

The position is rather different concerning our Amendments to Government Amendment 14, because it is not a question of definition only. By extending the definition of "trading company" to include not only United Kingdom resident companies, but overseas companies as well, we are clearly envisaging that the group relief would operate in relation to the overseas income of the holding company, income arising from its overseas subsidiaries, which is taxed in this country under Case 5 of Schedule D. Hitherto we have been talking about Case 1 income. In this instance it would come in under Case 5. It is not, therefore, merely a question of the extension of the definition of a holding or trading company. This would be an extension of the relief so that the profits made by the holding company would be available for group relief.

I submit that that is entirely unobjectionable. The object of group relief is to share out any losses within the consortium that may arise so that, overall, the consortium does not pay more tax than its overall position in the year in question would appear to warrant. It would seem, therefore, to be fully in accord with the overall purpose of the Clause that Case 5 income in the case of a holding company with overseas subsidiaries should be included.

My right hon. and hon. Friends and I have tabled an Amenment to Government Amendment 16, which also contains definitions. One has to recognise that subsection (5,b) in Amendment 16, which uses the word "all", makes it clear that we are dealing with a more limited sort of consortium than was comprised in Section 43 of the 1965 Act. In this case, it is clear that the Clause requires that the what of the share capital of the consortium company should be owned by five or fewer companies. This is much more restrictive than Section 48(3), because there the requirement is that at least three-quarters of the share capital should be owned by five or fewer U.K. resident companies. It means that this group relief under Clause 20 will not be available if even one share of a consortium company happens to be owned by an overseas parent. It is not difficult to imagine circumstances where that could obtain.

8.0 p.m.

On another Amendment, I made reference in Committee to the whole question of know-how and patents. It is common knowledge that, with these consortium companies, very often one of the elements which go into the partnership is the know-how of one of the parents. Again it is common knowledge that in many cases the technical expertise will come from an overseas company, perhaps an American company. At one stroke, therefore, the Government are eliminating from the con- sortium group relief which their Amendment No. 11 is intended to provide a substantial number of some of the most important consortium companies in the country which have one or more American parents.

The intention of our Amendment is to limit that exclusion. It would allow consortium group relief to operate, provided that at least three-quarters of the share capital of the consortium company was owned by United Kingdom resident companies, and it would not matter if one-quarter or less of the share capital of the consortium company was owned by an overseas company. In this case, of course, there would not be any sharing of relief with the overseas company, because clearly that would be inappropriate, but it would leave the position as between the consortium company and the United Kingdom resident parent companies still entirely free to take advantage of the relief available under the Section.

Those advising me in these matters were of the opinion that this was possibly an oversight, because subsection (5,b) as provided in Amendment No. 16 is taken almost directly from Section 48(3,b) of the 1965 Act, where the reference to residence is not apparent and has to be introduced specifically. It uses the words "companies so resident", whereas here the mere use of the word "company" automatically imports United Kingdom residence by virtue of the definition in subsection (4) of Clause 20. I hope that that is so, and I hope, therefore, that the Amendment which we have tabled to Government Amendment No. 16 is adequate to right what may well be an unintentional oversight and that consortium companies with a quarter or less of their shareholding owned by an overseas parent are nevertheless entitled to take advantage of the relief which the Clause offers.

These are a number of fairly technical Amendments to what by any standards is a fairly technical Clause. I hope that the Chief Secretary feels that I have outlined the purpose underlying the Amendments which we have tabled, and I hope that he will be able to accept some or possibly all of them.

Mr. Diamond

With the leave of the House, I rise again to congratulate the hon. Gentleman. He has made the Amendments and his point of view extremely clear. However, it would be more satisfactory if, instead of attempting to reply on the technical level, I attempted to reply on what I may call, not in contradistinction, the level of principle, so that the hon. Gentleman can see where the difference between us lies and the extent to which I am able to help.

The approach in the Bill to the concept of a consortium obtaining early relief for the losses of a jointly owned company is one which I have and one which the hon. Gentleman had. Of course, he is entitled to widen the scope of his arguments and his views, but all the arguments which he put forward originally were based on the approach of imagining companies getting together to perform a joint, sensible, business operation, where the obvious way of doing it was a loose consortium rather than forming more limited and permanent structures of the kind to which we are accustomed.

I was impressed with the argument which he put forward, and I looked at it in the same way as he did, namely, how does such a company get early relief if, as may be frequently contemplated, its joint offspring loses in the early stages.

I thought that it was right that nothing should be put in the way of obtaining early relief, and the legislation has been framed on that basis. If I am right, and the hon. Gentleman is right, the proposed legislation meets those circumstances. I think that our approach is right. I would not have been moved by the hon. Gentleman's argument if he had put it the other way. The way to make progress is little by little, but he has made a great deal of progress in one large step, and I am anxious that we should not go back.

I recognise the force of the case which he put forward originally, and I think that we have met that broadly. It is the normal case of five British resident companies getting together to do a job. We have gone further and said that it is a quite usual piece of organisation that, interposed between the joint owners and the offspring, there should be a holding company for the purpose of sensible control mechanism. We have accepted that and incorporated it in our Amendments. We have met his point, and I think that that was the right approach.

The hon. Gentleman will recognise that there is a vast difference between that approach, whereby a business is helped along, and the alternative of looking at it and saying, "With all these complicated financial arrangements, there is a great opportunity for tax avoidance. There is no benefit to the economy of the community, and this structure must not be looked at in the same slightly dangerous way in which it has been so far."

I hope that the hon. Gentleman will agree with me that we have gone a long way. I am not saying that we close our minds to going any further. At the moment, we have gone as far as we can. I wanted to listen to his arguments, and I have heard them, some matters require more careful consideration, and I do not rule out the possibility of coming some way to meet him in due course, which inevitably will be in a year's time.

I do not want the hon. Gentleman to believe that there is any real likelihood of a complete volte face and changing the approach from that of contemplating a joint offspring losing in the early years to that which he described later when he talked, in a different way, of getting all the profits and all the losses of a holding company's joint offspring, putting them into the melting pot, and saying that the whole purpose is to see that the net profit from that shall be taxed and no more.

That is a different approach, a much wider approach, and one which at the moment I do not share, but there are certain things at which we would like to look a little more carefully. When one introduces an Amendment of this kind at this stage, although it makes the point clear, it is not possible, for practical reasons, to accept it, because all sorts of consequential amendments would arise if we did. The hon. Gentleman is introducing a different point of view into the whole structure, but in any event I could not, for technical reasons, accept the Amendment.

Mr. David Mitchell (Basingstoke)

If it were not for the technicalities to which the right hon. Gentleman has drawn attention, would he be prepared to accept in principle what is suggested, and perhaps deal with this next year?

Mr. Diamond

I am not saying anything like that. I am saying that the Amendments stem from what is essentially a different approach. The Government's approach is that which the Opposition were taking originally, namely, that we have regard to the likelihood of a loss being made in the early stages by the joint offspring, and we meet that by giving early relief for it. That is the purpose of the Bill.

What is now proposed is a different concept of what is the real function of the operation, and a different concept of how we should give relief, not with a view to giving early relief, but with a view to mixing it together and assessing the net profit remaining, having added together the profits and losses of joint owners, holding companies, joint offspring, the lot, including some element of non-resident companies.

I cannot, certainly for technical reasons, accept the Amendment, but also because I am not persuaded about all that the hon. Gentleman said. Some of the things are well worth further consideration, and I suggest that he should join us in passing the Government Amendment. I assure him that I shall consider very carefully some of the things he said to see whether we can move a little further next year, but it will only be a little further.

Mr. Deputy Speaker (Sir Eric Fletcher)

Before I put the Question on the Amendment, may I inquire whether a Division is desired on the Amendment in line 2?

Mr. Patrick Jenkin

I think, having heard the Chief Secretary, who was not entirely without hope that some of the points would be looked at between now and next year, that it would be wrong to ask my right hon. and hon. Friends to press our Amendment to a Division.

If I need the leave of the House, may I have it, to say that I do not believe there is much difference in principle between the two sides of the House on this matter. I believe that this is a question of the extent to which one is prepared to fit the tax system to reasonable trading arrangements and be prepared to accept from time to time the risk that some revenue may slip through the net, and the extent to which one is prepared to tighten up the net to the maximum possible extent.

This is the difference which has come between us on a number of occasions—our attitude to tax avoidance versus business convenience. I believe that our Amendments will go some way to ease business convenience with very limited extra risks of tax avoidance, but we are grateful for what the Chief Secretary has said, and in the circumstances we would not wish to press the Amendment to a Division.

Amendment agreed to.

8.15 p.m.

Mr. Diamond

I beg to move Amendment No. 12, in page 22, line 14, at the end to insert: (2) A payment for group relief—

  1. (a) shall not be taken into account in computing profits or losses of either company for corporation tax purposes, and
  2. (b) shall not for any of the purposes of the Corporation Tax Acts be regarded as a distribution or a charge on income,
and in this subsection 'payment for group relief' means a payment made by the claimant company to the surrendering company in pursuance of an agreement between them as respects an amount surrendered by way of group relief, being a payment not exceeding that amount. The Amendment arises out of our consideration of an official Opposition Amendment in Committee. It concerns the tax treatment of a payment for group relief made when one company claims group relief for another's losses and there is an agreement between them that the claimant company shall make a payment to the surrendering company. It provides that any such payment shall be disregarded for the tax purposes of both companies.

Under the Bill as introduced, group relief can be obtained whether or not any payment is made by the claimant company to the surrendering company. The outstanding advantage of the group relief system over the subvention payment system is that one is not required to make this payment which was previously an essential condition of getting the subvention relief. Although one is not required to make a payment, there can, without question, be cases in which it is reasonable and proper for a payment to be made, and the question arises how, if a payment is made, it should be treated for tax purposes.

On the introduction of group relief, which requires no payment, the new legislation left out the question of what tax consequences, if any, would follow if a company chose to make a payment up to the amount of the loss. There were doubts, and these doubts would impede the companies from making these payments. We have therefore decided that it is appropriate to make it clear that where group relief is claimed a payment of up to the amount of the transferred loss is to be disregarded in computing the profits of both companies, and is not to be treated as a distribution or a charge on income.

I think that this is the proper way to deal with the matter. The effect of group relief itself will be to cancel one company's losses and reduce the other's profits. There will therefore be no room for any tax effect to be related to inter-company payments when group relief is claimed.

There are one or two side effects of these inter-company payments as they affect shortfall calculations, dividend stripping, the three-year surplus relief and the overspill calculations. I think that when we last discussed this matter I promised to give favourable consideration to the first two, but I made it clear that I was not impressed by the argument on the second two. Accordingly, Amendment 47 which proposes to leave out paragraphs 10 and 11 of Schedule 10, meets that point.

There is one detail of the Amendment which it is necessary to explain. The payment to be made has to be made under agreement, and accordingly it will be incumbent on the companies to satisfy themselves that any agreements they make are intra vires having regard to the rights of minority shareholders in the paying or receiving company. I am taking responsibility for the tax aspects. The company law aspects and the rights of directors to do certain things are a different matter. They must satisfy themselves that they are acting properly.

Mr. A. H. Macdonald (Chislehurst)

I am pleased to see this Amendment on the Notice Paper. I heard my right hon. Friend say that there might be cases in which two companies would want to transfer sums of money. The main object of the exercise under the subvention payment was to transfer actual cash sums across.

In our discussions in Committee I sometimes wondered whether or not we were tending to overlook that aspect of the subvention payment system. Because of that, and because there were certain advantages in the subvention payment system, I see that the Goverment have moved this Amendment and the various other Amendments to the Clause and to Schedule 10 which are in some respects a little complex.

When we were discussing this matter in Committee my right hon. Friend the Chief Secretary remarked that one of the objections to the subvention payments system—which we are now replacing—was its complexity. In column 1185 of the OFFICIAL REPORT he used the phrase, "adding complexity upon complexity". In that context, the second word "complexity" referred to the alleged existing complexity of the subvention payment system—a complexity which is not immediately apparent to me, but my right hon. Friend's experience in these matters is much greater than mine—

Mr. Diamond

I was suggesting that we were compounding complexity if we had two system which inevitably had to cater for detailed and complex circumstances running side by side.

Mr. Macdonald

I accept that. That was certainly the context in which the remark was made. But, with respect to my right hon. Friend, I still think that the second "complexity" in his statement referred to the alleged difficulties arising from the subvention payment system—a point which was taken up by the hon. Member for Wanstead and Woodford (Mr. Patrick Jenkin) subsequently.

I see now exactly what we have done by Clause 20 and the Amendments that we are discussing. I see that the effect is to replace the old subvention payment system by a new one. But I am still in the dark why we have done it at all.

Mr. Deputy Speaker

Order. I am afraid that that point does not arise on this Amendment.

Mr. Macdonald

In that case I will close my remarks, because I have got in the point that I wanted to make.

Mr. Patrick Jenkin

Again, we must offer a welcome to the Amendment, since it meets an objection that was raised immediately by many people in industry and commerce who felt that the abolition of the subvention payment system and its substitution by the new group relief, without any provision for the transfer of cash between companies, would give rise to difficulties and embarrassments. It is wise that the Government have accepted the views which my hon. Friends and I put forward in Committee, namely, that something should be done about the situation.

Here, with the elimination of two paragraphs in the Tenth Schedule, dealing with close companies and dividend stripping, we may have got something slightly shorter flan before, and that is an advantage. However, it is right to point out—because we are dealing with the provision for payment in much the same form as existed under the subvention procedure—

Mr. Diamond

indicated dissent.

Mr. Jenkin

The Minister shakes his head, but here the group relief will come first and then the payment, whereas under the subvention payment system it was the payment first, which then attracted group relief.

Practitioners in this field will find themselves asking why on earth all this rigmarole has been gone through to achieve what appears to be, as the hon. Member for Chislehurst (Mr. Macdonald) has pointed cut, so minor a change. The only explanation is that this is the way in which the Government work. They see a small ill and remedy it with a massive change in the taxation procedure. They saw the ill in respect of dividend stripping, and on the question of overseas tax and investment allowances. The result is that we have the Corporation Tax. They saw the ill in knives and forks getting investment allowances, and we now have the whole system of investment grants. They saw the ill in the subvention payment system, through the possibility of tax avoidance, and so we will have pages and pages of Section 20 of the Finance Act, 1967, as it will be.

All I can offer by way of compensation to businesses which will have to deal with this point is that it is not quite as bad as it might have been as a result of this and many other Amendments.

Amendment agreed to.

Mr. Deputy Speaker

May I take it that a Division is not required on the Amendment to Amendment No. 13?

Mr. Patrick Jenkin

indicated assent.

Amendment made: No. 13, in page 22, line 24, at end insert: (b) 'holding company' means a company the business of which consists wholly or mainly in the holding of shares or securities of companies which are its ninety per cent. subsidiaries, and which are trading companies.—[Mr. Diamond.]

Mr. Deputy Speaker

May I take it that a Division is not required on the Amendment to Amendment No. 14?

Mr. Patrick Jenkin

indicated assent.

Amendment made: No. 14, in page 22, line 32, at end insert: (c) 'trading company' means a company whose business consists wholly or mainly of the carrying on of a trade or trades.—[Mr. Diamond.]

Mr. Deputy Speaker

May I take it that a Division is not required on the Amendment to Amendment No. 16?

Mr. Patrick Jenkin

indicated assent.

Amendment made: No. 16, in page 23, line 3, at end insert: (5) For the said purposes—

  1. (a) a company shall be deemed to be a ninety per cent. subsidiary of another company if not less than ninety per cent. of its ordinary share capital is directly owned by that other company,
  2. (b) a company is owned by a consortium if all of the ordinary share capital of that company is directly owned between them by five or fewer companies, and those companies are called the members of the consortium,
  3. (c) a member's share in a consortium shall be the percentage of the ordinary share capital of the surrendering company, or as the case may be of the holding company through which the surrendering company is owned, which is owned by that member in the relevant accounting period of the surrendering company, and if that percentage has fluctuated in the accounting period, the average percentage over the period shall be taken,
and in this subsection references to ownership and to ordinary share capital shall be construed in accordance with section 42(3) of the Finance Act 1938.—[Mr. Diamond.]