§ Amendments made: No. 42, in page 237, line 12, leave out from beginning to end of line 13
§ No. 43, in page 237, line 36, after `343(2)' insert 'and (4)'
§ No. 44, in page 237, line 38, leave out paragraph 12.
§
No. 45, in page 238, line 28, leave out from beginning to end of line 30 and insert—
'702—(1) An oversea company shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with section 700.
If any document comprised in those accounts or reports is in a language other than English, the directors shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.'
§ No. 46, in page 238, line 32, leave out 'the delivering of' and insert 'delivering'
§ No. 47, in page 238, line 39, leave out from 'Britain' to end of line 42
§ No. 48, in page 238, line 45, leave out `for delivering accounts'
§
No. 49, in page 239, line 9, leave out from beginning to end of line 11 and insert—
'703.—(1) If the requirements of section 702(1) are not complied with before the end of the period allowed for
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delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
(2)It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with.
It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act.'
§ No. 50, in page 239, line 22, at beginning insert "'balance sheet" and'.
§
No. 51, in page 239, line 25, leave out 'and' and insert—'parent company" and "parent undertaking",
§ No. 52, in page 239, line 26, leave out from 'account"; to end of line 27
§ No. 53, in page 239, line 27, at end insert ', and "subsidiary undertaking".'
§
No. 54, in page 239, line 44, leave out from '(1)' to 'and' in line 46 and insert
omit "paragraph 60(2) of Schedule 4, or paragraph 19(3) of Schedule 9";'
§ No. 55, in page 240, line 2, leave out '(2)' and insert `(1)'
§
No. 56, in page 240, line 5, leave sub-paragraph (5) and insert—
'(5) In paragraph 4—
(3) as respects sections 145, 146 and 148, sub-paragraph (1) above applies where a company is a personal representative as it applies where a company is a trustee.'".'
§
No. 57, in page 241, line 15, leave out
'(whether as personal representative or otherwise)'.
§
No. 58, in page 241, line 25, leave out sub-paragraph (2) and insert—
'(2) "Undertaking" and "shares", in relation to an undertaking, have the same meaning as in Part VII.'
§
No. 59, in page 241, line 37, at end insert—
'19A.—(1) Part II of Schedule 3 (prospectuses: auditors' and accountants' reports to be set out) is amended as follows:
(2) In paragraph 16 (auditors' reports), in sub—paragraph (2) for "subsidiaries" substitute "subsidiary undertakings" and for sub-paragraph (3) substitute—
(3) If the company has subsidiary undertakings, the report shall—
§ (3) For paragraph 18 (accountants' reports) substitute—"18.—(1) The following provisions apply 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 undertaking, 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 undertaking will become a subsidiary undertaking 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 undertaking in respect of each of the five financial years immediately preceding the issue of the prospectus, and
- (b) the assets and liabilities of the other undertaking at the last date to which its accounts were made up.
§ (3) The report shall—
- (a) indicate how the profits or losses of the other undertaking 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 undertaking is a parent undertaking, deal with the profits or losses and the assets and liabilities of the undertaking and its subsidiary undertakings in the manner provided by paragraph 16(3) above in relation to the company and its subsidiary undertakings.
§ (4) In this paragraph "undertaking" and "shares", in relation to an undertaking, have the same meaning as in Part VII.".
§
(4) In paragraph 22 (eligibility of accountants to make reports), for sub-paragraph (2) substitute—
(2) Such a report shall not be made by an accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of—
§
No. 60, in page 242, line 12, leave out paragraph 22 and insert—
'22.—(1) In Schedule 15A (renumbered 15B) (provisions applicable to mergers and divisions of public companies), paragraph 6 (documents to be made available for inspection) is amended as follows.
§ (2) In sub-paragraph (1)(b) (directors' report on merger or division), after "directors' report" insert "referred to in paragraph 4 above".
§ (3) For sub paragraph (1)(d) and (e) substitute—
- "(d) the company's annual accounts, together with the relevant directors' report and auditors' report, for the last three financial years ending on or before the relevant date; and
- (e) if the last of those financial years ended more than six months before the relevant date, an accounting statement in the form described in the following provisions."
§
(4) In sub-paragraph (1), after the paragraphs add—
In this paragraphs (d) and (e) "the relevant date" means one month before the first meeting of the company summoned under section 425(1) or for the purposes of paragraph 1.".
§
(5) For sub-paragraphs (2) to (5) substitute—
(2) The accounting statement shall consist of—
1140
§ (3) The requirements of this Act as to balance sheets forming part of a company's annual accounts, and the matters to be included in notes thereto, apply to any balance sheet required for the accounting statement, with such modifications as are necessary by reason of its being prepared otherwise than as at the last day of a financial year.
§ (4) Any balance sheet required for the accounting statement shall be approved by the board of directors and signed on behalf of the board by a director of the company.
§ (5) In relation to a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 1986, the references in this paragraph to the requirements of this Act shall be construed as reference to the corresponding requirements of that Order.".'.
§
No. 61, in page 242, line 40, at end insert—
'22A. In Schedule 22 (provisions applying to unregistered companies), in the entry relating to Part VII, in column 1, for "Schedule 10" substitute "Schedules 10 and 10A".'.
§
No. 62, in page 243, line 39, at end insert—
'(4) In the entry for section 703(1) (failure by oversea company to comply with requirements as to accounts and reports), in column 2 for the words from "s.700" to the end substitute "requirements as to accounts and reports".'.
§ No. 63, in page 244, line 22, at end insert—
-
c1140
- 'Aircraft and Shipbuilding Industries Act 1977 (c.3) 84 words c1140
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- 'Oil and Pipelines Act 1985 (c. 62) 60 words cc1140-1
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- Income and Corporation Taxes Act 1987 (c.1) 69 words c1141
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