The Companies (Northern Ireland) Order 1986 (revoked)

[F1SCHEDULE 5F12N.I.DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS]

PART IF12N.I.COMPANIES NOT REQUIRED TO PREPARE GROUP ACCOUNTS

Subsidiary undertakingsF12N.I.

1.—(1) The following information shall be given where at the end of the financial year the company has subsidiary undertakings.

(2) The name of each subsidiary undertaking shall be stated.

(3) There shall be stated with respect to each subsidiary undertaking—

(a)if it is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) The reason why the company is not required to prepare group accounts shall be stated.

(5) If the reason is that all the subsidiary undertakings of the company fall within the exclusions provided for in Article 237, it shall be stated with respect to each subsidiary undertaking which of those exclusions applies.

Holdings in subsidiary undertakingsF12N.I.

2.—(1) There shall be stated in relation to shares of each class held by the company in a subsidiary undertaking—

(a)the identity of the class, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

(2) The shares held by or on behalf of the company itself shall be distinguished from those attributed to the company which are held by or on behalf of a subsidiary undertaking.

Financial information about subsidiary undertakingsF12N.I.

3.—(1) There shall be disclosed with respect to each subsidiary undertaking—

(a)the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if the company is exempt by virtue of Article 236 from the requirement to prepare group accounts (parent company included in accounts of larger group).

[F2(2A) That information need not be given if the company's investment in the subsidiary undertaking is included in the company's accounts by way of the equity method of valuation.]

(3) That information need not be given if—

(a)the subsidiary undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

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

(5) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

Financial years subsidiary undertakingsF12N.I.

4.  Where—

(a)disclosure is made under paragraph 3(1) with respect to a subsidiary undertaking, and

(b)that undertaking's financial year does not end with that of the company,

there shall be stated in relation to that undertaking the date on which its last financial year ended (last before the end of the company's financial year).

Para. 5 rep. by SR 1997/314

Shares and debentures of company held by subsidiary undertakingsF12N.I.

6.—(1) The number, description and amount of the shares inF3. . . the company held by or on behalf of its subsidiary undertakings shall be disclosed.

(2) Sub‐paragraph (1) does not apply in relation to sharesF3. . . in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

(3) The exception for sharesF3. . . in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company, or any subsidiary undertaking 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.

(4) Schedule 2 has effect for the interpretation of the reference in sub‐paragraph (3) to a beneficial interest under a trust.

Significant holdings in undertakings other than subsidiary undertakingsF12N.I.

7.—(1) The information required by paragraphs 8 and 9 shall be given where at the end of the financial year the company has a significant holding in an undertaking which is not a subsidiary undertaking of the company.

(2) A holding is significant for this purpose if—

(a)it amounts to[F4 20 per cent.] or more of the nominal value of any class of shares in the undertaking, or

(b)the amount of the holding (as stated or included in the company's accounts) exceeds[F4 one‐fifth] of the amount (as so stated) of the company's assets.

8.—(1) The name of the undertaking shall be stated.

(2) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(3) There shall also be stated—

(a)the identity of each class of shares in the undertaking held by the company, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

9.—(1) F5. . . ,there shall also be stated—

(a)the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if—

(a)the company is exempt by virtue of Article 236 from the requirement to prepare group accounts (parent company included in accounts of larger group), and

(b)the investment of the company in all undertakings in which it has such a holding as is mentioned in sub‐paragraph (1) is shown, in aggregate, in the notes to the accounts by way of the equity method of valuation.

(3) That information need not be given in respect of an undertaking if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

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

(5) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

Membership of certain undertakingsF12N.I.

9A.—(1) The information required by this paragraph shall be given where at the end of the financial year the company is a member of a qualifying undertaking.

(2) There shall be stated—

(a)the name and legal form of the undertaking, and

(b)the address of the undertaking's registered office (whether in or outside Northern Ireland) or, if it does not have such an office, its head office (whether in or outside Northern Ireland).

(3) Information otherwise required by sub-paragraph (2) need not be given if it is not material.

(4) In this paragraph—

• “member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations (Northern Ireland) 1994.

• “qualifying undertaking” means a qualifying partnership or a qualifying company.

F12N.I.

Para. 10 rep. by SR 1997/314

Parent undertaking drawing up accounts for larger groupF12N.I.

11.—(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the parent undertaking of—

(a)the largest group of undertakings for which group accounts are drawn up and of which the company is a member, and

(b)the smallest such group of undertakings.

(2) The name of the parent undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) If copies of the group accounts referred to in sub‐paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent companyF12N.I.

12.—(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being the company's ultimate parent company.

(2) The name of that company shall be stated.

(3) If known to the directors, there shall be stated, if that company is incorporated outside Northern Ireland, the country in which it is incorporated.

(4) In this paragraph “company” includes any body corporate.

Constructions of references to shares held by companyF12N.I.

13.—(1) References in this Part to shares held by a company shall be construed as follows.

(2) For the purposes of[F6 paragraphs 2 to 4] (information about subsidiary undertakings)—

(a)there shall be attributed to the company any shares held by a subsidiary undertaking, or by a person acting on behalf of the company or a subsidiary undertaking; but

(b)there shall be treated as not held by the company any shares held on behalf of a person other than the company or a subsidiary undertaking.

(3) For the purposes of paragraphs 7 to 9 (information about undertakings other than subsidiary undertakings)—

(a)there shall be attributed to the company shares held on its behalf by any person; but

(b)there shall be treated as not held by a company shares held on behalf of a person other than the company.

(4) For the purposes of any of those provisions, shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.

PART IIF12N.I.COMPANIES REQUIRED TO PREPARE GROUP ACCOUNTS

IntroductoryF12N.I.

14.  In this Part “the group” means the group consisting of the parent company and its subsidiary undertakings.

Subsidiary undertakingsF12N.I.

15.—(1) The following information shall be given with respect to the undertakings which are subsidiary undertakings of the parent company at the end of the financial year.

(2) The name of each undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) It shall also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation shall be given.

(5) It shall be stated with respect to each subsidiary undertaking by virtue of which of the conditions specified in Article 266(2) or (4) it is a subsidiary undertaking of its immediate parent undertaking.

Holdings in subsidiary undertakingsF12N.I.

16.—(1) The following information shall be given with respect to the shares of a subsidiary undertaking held—

(a)by the parent company, and

(b)by the group;

and the information under heads (a) and (b) shall (if different) be shown separately.

(2) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

Financial information about subsidiary undertakings not included in the consolidationF12N.I.

17.—(1) There shall be shown with respect to each subsidiary undertaking not included in the consolidation—

(a)the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if the group's investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.

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

(4) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

F12N.I.

Paras. 18, 19 rep. by SR 1997/314

Shares and debentures of company held by subsidiary undertakingsF12N.I.

20.—(1) The number, description and amount of the shares inF7. . . the company held by or on behalf of its subsidiary undertakings shall be disclosed.

(2) Sub‐paragraph (1) does not apply in relation to sharesF7. . . in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

(3) The exception for sharesF7. . . in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company or any of its subsidiary undertakings 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.

(4) Schedule 2 has effect for the interpretation of the reference in sub‐paragraph (3) to a beneficial interest under a trust.

Joint venturesF12N.I.

21.—(1) The following information shall be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 19 of Schedule 4A (joint ventures)—

(a)the name of the undertaking;

(b)the address of the principal place of business of the undertaking;

(c)the factors on which joint management of the undertaking is based; and

(d)the proportion of the capital of the undertaking held by undertakings included in the consolidation.

(2) Where the financial year of the undertaking did not end with that of the company, there shall be stated the date on which a financial year of the undertaking last ended before that date.

Associated undertakingsF12N.I.

22.—(1) The following information shall be given where an undertaking included in the consolidation has an interest in an associated undertaking.

(2) The name of the associated undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) The following information shall be given with respect to the shares of the undertaking held—

(a)by the parent company, and

(b)by the group;

and the information under heads (a) and (b) shall be shown separately.

(5) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

(6) In this paragraph “associated undertaking” has the meaning given by paragraph 20 of Schedule 4A; and the information required by this paragraph shall be given notwithstanding that paragraph 22(3) of that Schedule (materiality) applies in relation to the accounts themselves.

Other significant holdings of parent company or groupF12N.I.

23.—(1) The information required by paragraphs 24 and 25 shall be given where at the end of the financial year the parent company has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).

(2) A holding is significant for this purpose if—

(a)it amounts to[F8 20 per cent.] or more of the nominal value of any class of shares in the undertaking, or

(b)the amount of the holding (as stated or included in the company's individual accounts) exceeds[F8 one‐fifth] of the amount of its assets (as so stated).

24.—(1) The name of the undertaking shall be stated.

(2) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(3) The following information shall be given with respect to the shares of the undertaking held by the parent company.

(4) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

25.—(1) F9. . . there shall also be stated—

(a)the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given in respect of an undertaking if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

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

(4) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

26.—(1) The information required by paragraphs 27 and 28 shall be given where at the end of the financial year the group has a significant holding in an undertaking which is not a subsidiary undertaking of the parent company and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).

(2) A holding is significant for this purpose if—

(a)it amounts to[F10 20 per cent.] or more of the nominal value of any class of shares in the undertaking, or

(b)the amount of the holding (as stated or included in the group accounts) exceeds[F10 one‐fifth] of the amount of the group's assets (as so stated).

27.—(1) The name of the undertaking shall be stated.

(2) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(3) The following information shall be given with respect to the shares of the undertaking held by the group.

(4) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

28.—(1) F11. . . there shall also be stated—

(a)the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.

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

(4) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

(a)if its financial year ends with that of the parent company, that year, and

(b)if not, its financial year ending last before the end of the parent company's financial year.

Parent company's or group's membership of certain undertakingsF12N.I.

28A.—(1) The information required by this paragraph shall be given where at the end of the financial year the parent company or group is a member of a qualifying undertaking.

(2) There shall be stated—

(a)the name and legal form of the undertaking, and

(b)the address of the undertaking's registered office (whether in or outside Northern Ireland) or, if it does not have such an office, its head office (whether in or outside Northern Ireland).

(3) Information otherwise required by sub‐paragraph (2) need not be given if it is not material.

(4) In this paragraph—

• “member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations (Northern Ireland) 1994.

• “qualifying undertaking” means a qualifying partnership or a qualifying company.

F12N.I.

Para. 29 rep. by SR 1997/314

Parent undertaking drawing up accounts for larger groupF12N.I.

30.—(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to that parent undertaking of the company which heads—

(a)the largest group of undertakings for which group accounts are drawn up and of which that company is a member, and

(b)the smallest such group of undertakings.

(2) The name of the parent undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) If copies of the group accounts referred to in sub‐paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent companyF12N.I.

31.—(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being that company's ultimate parent company.

(2) The name of that company shall be stated.

(3) If known to the directors, there shall be stated, if that company is incorporated outside Northern Ireland, the country in which it is incorporated.

(4) In this paragraph “company” includes any body corporate.

Construction of references to shares held by parent company or groupF12N.I.

32.—(1) References in this Part to shares held by the parent company or the group shall be construed as follows.

(2) For the purposes of paragraphs 16, 22(4) and (5) and 23 to 25 (information about holdings in subsidiary and other undertakings)—

(a)there shall be attributed to the parent company shares held on its behalf by any person; but

(b)there shall be treated as not held by the parent company shares held on behalf of a person other than the company.

(3) References to shares held by the group are to any shares held by or on behalf of the parent company or any of its subsidiary undertakings; but there shall be treated as not held by the group any shares held on behalf of a person other than the parent company or any of its subsidiary undertakings.

(4) Shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.