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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 405
405.(1) This Act may be cited as the Companies Act (Northern Ireland), 1960.
(2) Commencement.
1. In these regulations:
"the Act" means the Companies Act (Northern Ireland), 1960;
"the seal" means the common seal of the company;
"secretary" means any person appointed to perform the duties of the secretary
of the company;
"the United Kingdom" means Great Britain and Northern Ireland.
Expressions referring to writing shall, unless the contrary intention appears,
be construed as including references to printing, lithography, photography and
other modes of representing or reproducing words in a visible form.
Unless the contrary intention appears, words or expressions contained in these
regulations shall bear the same meaning as in the Act or any statutory
modification thereof in force at the date at which these regulations become
binding on the company.
2. Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares, any share in the company may be
issued with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise as the company may from time to time by ordinary resolution
determine.
3. Subject to section 58 of the Act, any preference shares may, with the
sanction of an ordinary resolution, be issued on the terms that they are, or
at the option of the company are liable, to be redeemed on such terms and in
such manner as the company before the issue of the shares may by special
resolution determine.
4. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the company is
being wound up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the sanction of an
extraordinary resolution passed at a separate general meeting of the holders
of the shares of the class. To every such separate general meeting the
provisions of these regulations relating to general meetings shall apply, but
so that the necessary quorum shall be two persons at least holding or
representing by proxy one-third of the issued shares of the class and that any
holder of shares of the class present in person or by proxy may demand a poll.
5. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly provided
by the terms of issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking pari passu therewith.
6. The company may exercise the powers of paying commissions conferred by
section 53 of the Act, provided that the rate per cent. or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required
by that section and the rate of the commission shall not exceed the rate of 10
per cent. of the price at which the shares in respect whereof the same is paid
are issued or an amount equal to 10 per cent. of such price (as the case may
be). Such commission may be satisfied by the payment of cash or the allotment
of fully or partly paid shares or partly in one way and partly in the other.
The company may also on any issue of shares pay such brokerage as may be
lawful.
7. Except as required by law, no person shall be recognised by the company as
holding any share upon any trust, and the company shall not be bound by or be
compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share or (except only as by these regulations or
by law otherwise provided) any other rights in respect of any share except an
absolute right to the entirety thereof in the registered holder.
8. Every person whose name is entered as a member in the register of members
shall be entitled without payment to receive within two months after allotment
or lodgment of transfer (or within such other period as the conditions of
issue shall provide) one certificate for all his shares or several
certificates each for one or more of his shares upon payment of [13p] for
every certificate after the first or such less sum as the directors shall from
time to time determine, so, however, that in respect of a share or shares held
jointly by several persons the company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all such holders. Every
certificate shall be under the seal [or under the official seal kept by
the company by virtue of Article 4 of the Stock Exchange (Completion of
Bargains) (Northern Ireland) Order 1977] [or under the official seal kept by
the company by virtue of Article 132 of the Companies (Northern Ireland) Order
1978] and shall specify the shares to which it relates and the amount paid up
thereon.
9. If a share certificate be defaced, lost or destroyed, it may be renewed on
payment of a fee of [13p] or such less sum and on such terms, if any, as to
evidence and indemnity and the payment of out-of-pocket expenses of
the company of investigating evidence as the directors think fit.
10. The company shall not give, whether directly or indirectly, and whether by
means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connection with a purchase or
subscription made or to be made by any person of or for any shares in
the company or in its holding company nor shall the company make a loan for
any purpose whatsoever on the security of its shares or those of its
holding company, but nothing in this regulation shall prohibit transactions
mentioned in section 54(2) of the Act.
11. The company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share, and the company
shall also have a first and paramount lien on all shares (other than fully
paid shares) standing registered in the name of a single person for all moneys
presently payable by him or his estate to the company; but the directors may
at any time declare any share to be wholly or in part exempt from the
provisions of this regulation. The company's lien, if any, on a share shall
extend to all dividends payable thereon.
12. The company may sell, in such manner as the directors think fit, any
shares on which the company has a lien, but no sale shall be made unless a sum
in respect of which the lien exists is presently payable, nor until the
expiration of fourteen days after a notice in writing, stating and demanding
payment of such part of the amount in respect of which the lien exists as is
presently payable has been given to the registered holder for the time being
of the share, or the person entitled thereto by reason of his death or
bankruptcy.
13. To give effect to any such sale the directors may authorise some person to
transfer the shares sold to the purchaser thereof. The purchaser shall be
registered as the holder of the shares comprised in any such transfer, and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
14. The proceeds of the sale shall be received by the company and applied in
payment of such part of the amount in respect of which the lien exists as is
presently payable, and the residue, if any, shall (subject to a like lien for
sums not presently payable as existed upon the shares before the sale) be paid
to the person entitled to the shares at the date of the sale.
15. The directors may from time to time make calls upon the members in respect
of any moneys unpaid on their shares (whether on account of the nominal value
of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times, provided that no call shall exceed
one-fourth of the nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last preceding call, and each
member shall (subject to receiving at least fourteen days' notice specifying
the time or times and place of payment) pay to the company at the time or
times and place so specified the amount called on his shares. A call may be
revoked or postponed as the directors may determine.
16. A call shall be deemed to have been made at the time when the resolution
of the directors authorising the call was passed and may be required to be
paid by instalments.
17. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
18. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate not exceeding 5 per cent. per annum as the
directors may determine, but the directors shall be at libery to waive payment
of such interest wholly or in part.
19. Any sum which by the terms of issue of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of the
share or by way of premium, shall for the purposes of these regulations be
deemed to be a call duly made and payable on the date on which by the terms of
issue the same becomes payable, and in case of non-payment all the relevant
provisions of these regulations as to payment of interest and expenses,
forfeiture or otherwise shall apply as if such sum had become payable by
virtue of a call duly made and notified.
20. The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
21. The directors may, if they think fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and unpaid upon any
shares held by him, and upon all or any of the moneys so advanced may (until
the same would, but for such advance, become payable) pay interest at such
rate not exceeding (unless the company in general meeting otherwise directs) 5
per cent. per annum, as may be agreed upon between the directors and the
member paying such sum in advance.
22. The instrument of transfer of any share shall be executed by or on behalf
of the transferor and transferee, and the transferor shall be deemed to remain
a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
23. Subject to such of the restrictions of these regulations as may be
applicable, any member may transfer all or any of his shares by instrument in
writing in any usual or common form or any other form which the directors may
approve.
24. The directors may decline to register the transfer of a share (not being a
fully paid share) to a person of whom they do not approve, and they may also
decline to register the transfer of a share on which the company has a lien.
25. The directors may also decline to recognise any instrument of transfer
unless
(a)a fee of [13p] or such lesser sum as the directors may from time to time
require is paid to the company in respect thereof; and
(b)the instrument of transfer is accompanied by the certificate of the shares
to which it relates, and such other evidence as the directors may reasonably
require to show the right of the transferor to make the transfer; and
(c)the instrument of transfer is in respect of only one class of share.
26. If the directors refuse to register a transfer they shall within two
months after the date on which the transfer was lodged with the company send
to the transferee notice of the refusal.
27. The registration of transfers may be suspended at such times and for such
periods, not exceeding in the whole thirty days in each year, as the directors
may from time to time determine.
28. The company shall be entitled to charge a fee not exceeding [13p] on the
registration of every probate, letters of administration, certificate of death
or marriage, power of attorney, notice in lieu of distringas, or other
instrument.
29. In case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the personal representatives of the deceased
where he was a sole holder, shall be the only persons recognised by
the company as having any title to his interest in the shares; but nothing
herein contained shall release the estate of a deceased joint holder from any
liability in respect of any share which had been jointly held by him with
other persons.
30. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as may from time
to time properly be required by the directors and subject as hereinafter
provided, elect either to be registered himself as holder of the share or to
have some person nominated by him registered as the transferee thereof, but
the directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by
that member before his death or bankruptcy, as the case may be.
31. If the person so becoming entitled elects to be registered himself, he
shall deliver or send to the company a notice in writing signed by him stating
that he so elects. If he elects to have another person registered he shall
testify his election by executing to that person a transfer of the share. All
the limitations, restrictions and provisions of these regulations relating to
the right to transfer and the registration of transfers of shares shall be
applicable to any such notice or transfer as aforesaid as if the death or
bankruptcy of the member had not occurred and the notice or transfer were a
transfer signed by that member.
32. A person becoming entitled to a share by reason of the death or bankruptcy
of the holder shall be entitled to the same dividends and other advantages to
which he would be entitled if he were the registered holder of the share,
except that he shall not, before being registered as a member in respect of
the share, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the company, so, however, that the
directors may at any time give notice requiring any such person to elect
either to be registered himself or to transfer the share, and if the notice is
not complied with within ninety days the directors may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the
share until the requirements of the notice have been complied with.
33. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time thereafter
during such time as any part of the call or instalment remains unpaid, serve a
notice on him requiring payment of so much of the call or instalment as is
unpaid, together with any interest which may have accrued.
34. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of service of the notice) on or before which the
payment required by the notice is to be made, and shall state that in the
event of non-payment at or before the time appointed the shares in respect of
which the call was made will be liable to be forfeited.
35. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the directors to that effect.
36. A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the directors
think fit.
37. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay to the company all moneys which, at the date of forfeiture, were payable
by him to the company in respect of the shares, but his liability shall cease
if and when the company receives payment in full of all such moneys in respect
of the shares.
38. A statutory declaration in writing that the declarant is a director or the
secretary of the company, and that a share in the company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to the
share. The company may receive the consideration, if any, given for the share
on any sale or disposition thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.
39. The provisions of these regulations as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the nominal value of
the share or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.
40. The company may by ordinary resolution convert any paid-up shares into
stock, and reconvert any stock into paid-up shares of any denomination.
41. The holders of stock may transfer the same, or any part thereof, in the
same manner, and subject to the same regulations, as and subject to which the
shares from which the stock arose might previously to conversion have been
transferred, or as near thereto as circumstances admit; and the directors may
from time to time fix the minimum amount of stock transferable but so that
such minimum shall not exceed the nominal amount of the shares from which the
stock arose.
42. The holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends, voting
at meetings of the company and other matters as if they held the shares from
which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the company and in the assets on
winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred that privilege or advantage.
43. Such of the regulations of the company as are applicable to paid-up shares
shall apply to stock, and the words "share" and "shareholder" therein shall
include "stock" and "stockholder".
44. The company may from time to time by ordinary resolution increase the
share capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.
45.(1) Subject to any direction to the contrary that may be given by
the company in general meeting, all new shares shall, before issue, be offered
to such persons as at the date of the offer are entitled to receive notices
from the company of general meetings in proportion, as nearly as the
circumstances admit, to the amount of the existing shares to which they are
entitled.
(2) The offer shall be made by notice specifying the number of shares offered,
and limiting a time within which the offer, if not accepted, will be deemed to
be declined, and after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that he declines to
accept the shares offered, the directors may dispose of those shares in such
manner as they think most beneficial to the company.
(3) The directors may, in the manner referred to in paragraph (2), dispose of
any new shares which (by reason of the ratio which the new shares bear to
shares held by persons entitled to an offer of new shares) cannot, in the
opinion of the directors, be conveniently offered under this article.
46. The new shares shall be subject to the same provisions with reference to
the payment of calls, lien, transfer, transmission, forfeiture, and otherwise
as the shares in the original share capital.
47. The company may by ordinary resolution
(a)consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(b)sub-divide its existing shares, or any of them, into shares of smaller
amount than is fixed by the memorandum of association subject, nevertheless,
to section 61(1)(d) of the Act;
(c)cancel any shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person.
48. The company may by special resolution reduce its share capital, any
capital redemption reserve fund or any share premium account in any manner and
with, and subject to, any incident authorised, and consent required, by law.
49.(1) Subject to paragraph (2), the company shall in each year hold a general
meeting as its annual general meeting in addition to any other meetings in
that year, and shall specify the meeting as such in the notices calling it;
and not more than fifteen months shall elapse between the date of one annual
general meeting of the company and that of the next.
(2) So long as the company holds its first annual general meeting within
eighteen months of its incorporation, it need not hold it in the year of its
incorporation or in the following year. The annual general meeting shall be
held at such time and place as the directors shall appoint.
50. All general meetings other than annual general meetings shall be called
extraordinary general meetings.
51. The directors may, whenever they think fit, convene an extraordinary
general meeting, and extraordinary general meetings shall also be convened on
such requisition, or, in default, may be convened by such requisitionists, as
provided by section 126 of the Act. If at any time there are not within
the United Kingdom sufficient directors capable of acting to form a quorum,
any director or any two members of the company may convene an extraordinary
general meeting in the same manner as nearly as possible as that in which
meetings may be convened by the directors.
52. An annual general meeting and a meeting called for the passing of a
special resolution shall be called by twenty-one days' notice in writing at
the least, and a meeting of the company other than an annual general meeting
or a meeting for the passing of a special resolution shall be called by
fourteen days' notice in writing at the least. The notice shall be exclusive
of the day on which it is served or deemed to be served and of the day for
which it is given, and shall specify the place, the day and the hour of
meeting and, in case of special business, the general nature of that business,
and shall be given, in manner hereinafter mentioned or in such other manner,
if any, as may be prescribed by the company in general meeting, to such
persons as are, under the regulations of the company, entitled to receive such
notices from the company, so, however, that a meeting of the company shall,
notwithstanding that it is called by shorter notice than that specified in
this regulation, be deemed to have been duly called if it is so agreed by the
auditors of the company, and
(a)in the case of a meeting called as the annual general meeting, by all the
members entitled to attend and vote thereat; and
(b)in the case of any other meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together
holding not less than 95 per cent. in nominal value of the shares giving that
right.
53. The accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
54. All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is transacted at an annual
general meeting, with the exception of declaring a dividend, the consideration
of the accounts, balance sheets, and the reports of the directors and
auditors, the election of directors in the place of those retiring and the
appointment of, and the fixing of the remuneration of, the auditors.
55. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save as
herein otherwise provided, three members present in person shall be a quorum.
56. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened upon the requisition of members, shall
be dissolved; in any other case it shall stand adjourned to the same day in
the next week, at the same time and place or to such other day at such other
time and place as the directors may determine, and if at the adjourned meeting
a quorum is not present within half an hour from the time appointed for the
meeting, the members present shall be a quorum.
57. The chairman, if any, of the board of directors shall preside as chairman
at every general meeting of the company, or if there is no such chairman, or
if he is not present within fifteen minutes after the time appointed for the
holding of the meeting or is unwilling to act the directors present shall
elect one of their number to be chairman of the meeting.
58. If at any meeting no director is willing to act as chairman or if no
director is present within fifteen minutes after the time appointed for
holding the meeting, the members present shall choose one of their number to
be chairman of the meeting.
59. The chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place. When a meeting is adjourned for thirty
days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting. Save as aforesaid it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.
60. At any general meeting a resolution put to the vote of the meeting shall
be decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded
(a)by the chairman; or
(b)by at least three members present in person or by proxy; or
(c)by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having the
right to vote at the meeting; or
(d)by a member or members holding shares in the company conferring a right to
vote at the meeting being shares on which an aggregate sum has been paid up
equal to not less than one-tenth of the total sum paid up on all the shares
conferring that right.
Unless a poll is so demanded a declaration by the chairman that a resolution
has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost and an entry to that effect in the book containing the
minutes of the proceedings of the company shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded in favour
of or against such resolution.
The demand for a poll may be withdrawn.
61. Except as provided in regulation 63, if a poll is duly demanded it shall
be taken in such manner as the chairman directs, and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded.
62. Where there is an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, shall be entitled to a second or casting vote.
63. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs, and any
business other than that upon which a poll has been demanded may be proceeded
with pending the taking of the poll.
64. Subject to any rights or restrictions for the time being attached to any
class or classes of shares, on a show of hands every member present in person
shall have one vote, and on a poll every member shall have one vote for each
share of which he is the holder.
65. Where there are joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and for this purpose seniority shall be determined
by the order in which the names stand in the register of members.
66. A member of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of hands
or on a poll, by his committee, receiver, guardian, curator bonis, tutor,
judicial factor or other person in the nature of a committee, receiver,
guardian, curator bonis, tutor or judicial factor appointed by that court, and
any such committee, receiver, guardian, curator bonis, tutor, judicial factor
or other person may, on a poll, vote by proxy.
67. No member shall be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of shares in
the company have been paid.
68. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the
chairman of the meeting, whose decision shall be final and conclusive.
69. On a poll votes may be given either personally or by proxy.
70. The instrument appointing a proxy shall be in writing under the hand of
the appointer or of his attorney duly authorised in writing, or, if the
appointer is a body corporate, either under seal, or under the hand of an
officer or attorney duly authorised. A proxy need not be a member of
the company.
71. The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy of
that power or authority shall be deposited at the registered office of
the company or at such other place within the United Kingdom as is specified
for that purpose in the notice convening the meeting, not less than 48 hours
before the time for holding the meeting or adjourned meeting, at which the
person named in the instrument proposes to vote, or, in the case of a poll,
not less than 24 hours before the time appointed for the taking of the poll,
and in default of the instrument of proxy shall not be treated as valid.
72. An instrument appointing a proxy shall be in the following form or a form
as near thereto as circumstances admit
" share in respect of which the proxy is given,
if no intimation in writing of such death, insanity, revocation or transfer as
aforesaid is received by the company at the office before the commencement of
the meeting or adjourned meeting at which the proxy is used.
76. Any body corporate which is a member of the company may by resolution of
its directors or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the company or of any class of
members of the company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the body corporate which he represents
as that body corporate could exercise if it were an individual member of
the company.
77. The number of the directors and the names of the first directors shall be
determined in writing by the subscribers of the memorandum of association or a
majority of them.
78. The remuneration of the directors shall from time to time be determined by
the company in general meeting. Such remuneration shall be deemed to accrue
from day to day. The directors may also be paid all travelling, hotel and
other expenses properly incurred by them in attending and returning from
meetings of the directors or any committee of the directors or general
meetings of the company or in connection with the business of the company.
79. The shareholding qualification for directors may be fixed by the company
in general meeting, and unless and until so fixed no qualification shall be
required.
80. A director of the company may be or become a director or other officer of,
or otherwise interested in, any company promoted by the company or in which
the company may be interested as shareholder or otherwise, and no such
director shall be accountable to the company for any remuneration or other
benefits received by him as a director or officer of, or from his interest in,
such other company unless the company otherwise directs.
81. The directors may exercise all the powers of the company to borrow money,
and to mortgage or charge its undertaking, property and uncalled capital, or
any part thereof, and to issue debentures, debenture stock, and other
securities whether outright or as security for any debt, liability or
obligation of the company or of any third party, so, however, that the amount
for the time being remaining undischarged of moneys borrowed or secured by the
directors as aforesaid (apart from temporary loans obtained from the company's
bankers in the ordinary course of business) shall not at any time, without the
previous sanction of the company in general meeting, exceed the nominal amount
of the share capital of the company for the time being issued, but
nevertheless no lender or other person dealing with the company shall be
concerned to see or inquire whether this limit is observed. No debt incurred
or security given in excess of such limit shall be invalid or ineffectual
except in the case of express notice to the lender or the recipient of the
security at the time when the debt was incurred or security given that the
limit hereby imposed had been or was thereby exceeded.
82. The business of the company shall be managed by the directors, who may pay
all expenses incurred in promoting and registering the company, and may
exercise all such powers of the company as are not, by the Act or by these
regulations, required to be exercised by the company in general meeting,
subject, nevertheless, to any of these regulations, to the provisions of
the Act and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the company in general
meeting; but no regulation made by the company in general meeting shall
invalidate any prior act of the directors which would have been valid if that
regulation had not been made.
83. The directors may from time to time and at any time by power of attorney
appoint any company, firm or person or body of persons, whether nominated
directly or indirectly by the directors, to be the attorney or attorneys of
the company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the directors
under these regulations) and for such period and subject to such conditions as
they may think fit, and any such powers of attorney may contain such
provisions for the protection and convenience of persons dealing with any such
attorney as the directors may think fit and may also authorise any such
attorney to delegate all or any of the powers, authorities and discretions
vested in him.
84. The company may exercise the powers conferred by section 35 of the Act
with regard to having an official seal for use abroad, and such powers shall
be vested in the directors.
85. The company may exercise the powers conferred upon the company by
sections 116 to 118 of the Act with regard to the keeping of a
dominion register, and the directors may (subject to the provisions of those
sections) make and vary such regulations as they may think fit respecting the
keeping of any such register.
86.(1) A director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company shall declare
the nature of his interest at a meeting of the directors in accordance with
section 190 of the Act.
(2) A director shall not vote in respect of any contract or arrangement in
which he is interested, and if he does so his vote shall not be counted, nor
shall he be counted in the quorum present at the meeting, but neither of these
prohibitions shall apply to
(a)any arrangement for giving any director any security or indemnity in
respect of money lent by him to or obligations undertaken by him for the
benefit of the company; or
(b)any arrangement for the giving by the company of any security to a third
party in respect of a debt or obligation of the company for which the director
himself has assumed responsibility in whole or in part under a guarantee or
indemnity or by the deposit of a security; or
(c)any contract by a director to subscribe for or underwrite shares or
debentures of the company; or
(d)any contract or arrangement with any other company in which he is
interested only as an officer of the company or as holder of shares or other
securities;
(3) A director may hold any other office or place of profit under the company
(other than the office of auditor) in conjunction with his office of director
for such period and on such terms (as to remuneration and otherwise) as the
directors may determine and no director or intending director shall be
disqualified by his office from contracting with the company either with
regard to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such contract, or any contract or
arrangement entered into by or on behalf of the company in which any director
is in any way interested, be liable to be avoided, nor shall any director so
contracting or being so interested be liable to account to the company for any
profit realised by any such contract or arrangement by reason of such director
holding that office or of the fiduciary relation thereby established.
(4) A director, notwithstanding his interest, may be counted in the quorum
present at any meeting whereat he or any other director is appointed to hold
any such office or place of profit under the company or whereat the terms of
any such appointment are arranged, and he may vote on any such appointment or
arrangement other than his own appointment or arrangement of the terms
thereof.
(5) Any director may act by himself or his firm in a professional capacity for
the company, and he or his firm shall be entitled to remuneration for
professional services as if he were not a director; but nothing herein
contained shall authorise a director or his firm to act as auditor to
the company.
87. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the company, shall
be signed, drawn, accepted, endorsed, or otherwise executed, as the case may
be, in such manner as the directors shall from time to time by resolution
determine.
88. The directors shall cause minutes to be made in books provided for the
purpose
(a)of all appointments of officers made by the directors;
(b)of the names of the directors present at each meeting of the directors and
of any committee of the directors;
(c)of all resolutions and proceedings at all meetings of the company, and of
the directors, and of committees of directors;
89. The directors on behalf of the company may pay a gratuity or pension or
allowance on retirement to any director who has held any other salaried office
or place of profit with the company or to his widow or dependants and may make
contributions to any fund and pay premiums for the purchase or provision of
any such gratuity, pension or allowance.
90. The office of director shall be vacated if the director
(a)ceases to be a director by virtue of section 173 or section 176 of the Act;
or
(b)is adjudged bankrupt or makes any arrangement or composition with his
creditors generally; or
(c)becomes prohibited from being a director by reason of any order made under
section 179 of the Act [or under Articles 53 or 54 of the Companies (Northern
Ireland) Order 1978]; or
(d)becomes of unsound mind; or
(e)resigns his office by notice in writing to the company; or
(f)is for more than six months absent without permission of the directors from
meetings of the directors held during that period.
91. At the first annual general meeting of the company all the directors shall
retire from office, and at the annual general meeting in every subsequent year
one-third of the directors for the time being, or, if their number is not
three or a multiple of three, then the number nearest one-third, shall retire
from office.
92. The directors to retire in every year shall be those who have been longest
in office since their last election, but as between persons who became
directors on the same day those to retire shall (unless they otherwise agree
among themselves) be determined by lot.
93. A retiring director shall be eligible for re-election.
94. The company at the meeting at which a director retires in manner aforesaid
may fill the vacated office by electing a person thereto, and in default the
retiring director shall if offering himself for re-election be deemed to have
been re-elected, unless at such meeting it is expressly resolved not to fill
such vacated office or unless a resolution for the re-election of such
director has been put to the meeting and lost.
95. No person other than a director retiring at the meeting shall unless
recommended by the directors be eligible for election to the office of
director at any general meeting unless not less than three nor more than
twenty-one days before the date appointed for the meeting there has been left
at the registered office of the company notice in writing, signed by a member
duly qualified to attend and vote at the meeting for which such notice is
given, of his intention to propose such person for election, and also notice
in writing signed by that person of his willingness to be elected.
96. The company may from time to time by ordinary resolution increase or
reduce the number of directors, and may also determine in what rotation the
increased or reduced number is to go out of office.
97. The directors shall have power at any time, and from time to time, to
appoint any person to be a director, either to fill a casual vacancy or as an
addition to the existing directors, but so that the total number of directors
shall not at any time exceed the number fixed in accordance with these
regulations. Any director so appointed shall hold office only until the next
following annual general meeting, and shall then be eligible for re-election
but shall not be taken into account in determining the directors who are to
retire by rotation at such meeting.
98. The company may by ordinary resolution, of which special notice has been
given in accordance with section 136 of the Act, remove any director before
the expiration of his period of office notwithstanding anything in these
regulations or in any agreement between the company and such director. Such
removal shall be without prejudice to any claim such director may have for
damages for breach of any contract of service between him and the company.
99. The company may by ordinary resolution appoint another person in place of
a director removed from office under regulation 98, and without prejudice to
the powers of the directors under regulation 97 the company in general meeting
may appoint any person to be a director either to fill a casual vacancy or as
an additional director. A person appointed in place of a director so removed
or to fill such a vacancy shall be subject to retirement at the same time as
if he had become a director on the day on which the director in whose place he
is appointed was last elected a director.
100. The directors may meet together for the despatch of business, adjourn,
and otherwise regulate their meetings, as they think fit. Questions arising at
any meeting shall be decided by a majority of votes. Where there is an
equality of votes, the chairman shall have a second or casting vote. A
director may, and the secretary on the requisition of a director shall, at any
time summon a meeting of the directors. It shall not be necessary to give
notice of a meeting of directors to any director for the time being absent
from the United Kingdom.
101. The quorum necessary for the transaction of the business of the directors
may be fixed by the directors, and unless so fixed shall be two.
102. The continuing directors may act notwithstanding any vacancy in their
body, but, if and so long as their number is reduced below the number fixed by
or pursuant to the regulations of the company as the necessary quorum of
directors, the continuing directors or director may act for the purpose of
increasing the number of directors to that number, or of summoning a general
meeting of the company, but for no other purpose.
103. The directors may elect a chairman of their meetings and determine the
period for which he is to hold office; but if no such chairman is elected, or
if at any meeting the chairman is not present within five minutes after the
time appointed for holding the same, the directors present may choose one of
their number to be chairman of the meeting.
104. The directors may delegate any of their powers to committees consisting
of such member or members of their body as they think fit; any committee so
formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on it by the directors.
105. A committee may elect a chairman of its meetings; if no such chairman is
elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the same, the members present may choose
one of their number to be chairman of the meeting.
106. A committee may meet and adjourn as it thinks proper. Questions arising
at any meeting shall be determined by a majority of votes of the members
present, and where there is an equality of votes the chairman shall have a
second or casting vote.
107. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding that it
is afterwards discovered that there was some defect in the appointment of any
such director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
108. A resolution in writing, signed by all the directors for the time being
entitled to receive notice of a meeting of the directors, shall be as valid
and effectual as if it had been passed at a meeting of the directors duly
convened and held.
109. The directors may from time to time appoint one or more of their body to
the office of managing director for such period and on such terms as they
think fit, and, subject to the terms of any agreement entered into in any
particular case, may revoke such appointment. A director so appointed shall
not, whilst holding that office, be subject to retirement by rotation or be
taken into account in determining the rotation of retirement of directors, but
(without prejudice to any claim he may have for damages for breach of any
contract of service between him and the company) his appointment shall be
automatically determined if he cease from any cause to be a director.
110. A managing director shall receive such remuneration (whether by way of
salary, commission or participation in profits, or partly in one way and
partly in another) as the directors may determine.
111. The directors may entrust to and confer upon a managing director any of
the powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit, and either collaterally with or to the
exclusion of their own powers and may from time to time revoke, withdraw,
alter or vary all or any of such powers.
112. [Subject to Article 57(5) of the Companies (Northern Ireland) Order 1978]
the secretary shall be appointed by the directors for such term, at such
remuneration and upon such conditions as they may think fit; and any secretary
so appointed may be removed by them.
113. No person shall be appointed or hold office as secretary who is
(a)the sole director of the company; or
(b)a body corporate the sole director of which is the sole director of
the company.
114. A provision of the Act or these regulations requiring or authorising a
thing to be done by or to a director and the secretary shall not be satisfied
by its being done by or to the same person acting both as director and as, or
in place of, the secretary.
115. The directors shall provide for the safe custody of the seal, which shall
only be used by the authority of the directors or of a committee of the
directors authorised by the directors in that behalf, and every instrument to
which the seal is affixed shall be signed by a director and shall be
countersigned by the secretary or by a second director or by some other person
appointed by the directors for the purpose.
116. The company in general meeting may declare dividends, but no dividend
shall exceed the amount recommended by the directors.
117. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of
the company.
118. No dividend shall be paid otherwise than out of profits.
119. The directors may, before recommending any dividend, set aside out of the
profits of the company such sums as they think proper as a reserve or reserves
which shall, at the discretion of the directors, be applicable for any purpose
to which the profits of the company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business of
the company or be invested in such investments (other than shares of
the company) as the directors may from time to time think fit. The directors
may also without placing the same to reserve carry forward any profits which
they may think prudent not to divide.
120. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividend, all dividends shall be declared and paid according to
the amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but no amount paid or credited as paid on a share in advance
of calls shall be treated for the purposes of this regulation as paid on the
share. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or portions
of the period in respect of which the dividend is paid; but if any share is
issued on terms providing that it shall rank for dividend as from a particular
date such share shall rank for dividend accordingly.
121. The directors may deduct from any dividend payable to any member all sums
of money, if any, presently payable by him to the company on account of calls
or otherwise in relation to the shares of the company.
122. Any general meeting declaring a dividend or bonus may direct payment of
such dividend or bonus wholly or partly by the distribution of specific assets
and in particular of paid up shares, debentures or debenture stock of any
other company or in any one or more of such ways, and the directors shall give
effect to such resolution, and where any difficulty arises in regard to such
distribution, the directors may settle the same as they think expedient, and
in particular may issue fractional certificates and fix the value for
distribution of such specific assets or any part thereof and may determine
that cash payments shall be made to any members upon the footing of the value
so fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees as may seem expedient to the directors.
123. Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, where there are joint holders, to the
registered address of that one of the joint holders who is first named on the
register of members or to such person and to such address as the holder or
joint holders may in writing direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent. Any one of two or
more joint holders may give effectual receipts for any dividends, bonuses or
other moneys payable in respect of the shares held by them as joint holders.
124. No dividend shall bear interest against the company.
125. The directors [shall cause proper books of account to be kept with
respect to:
(a)all sums of money received and expended by the company and the matters in
respect of which the receipt and expenditure takes place; and
(b)all sales and purchases of goods by the company; and
(c)the assets and liabilities of the company.
Proper books shall not be deemed to be kept if there are not kept such books
of account as are necessary to give a true and fair view of the state of
the company's affairs and to explain its transactions.]
[126. The books of account shall be kept at the registered office of
the company, or, subject to section 141(4) of the Act, at such other place or
places as the directors think fit, and shall at all times be open to the
inspection of the directors.]
127. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations
the accounts and books of the company or any of them shall be open to the
inspection of members not being directors, and no member (not being a
director) shall have any right of inspecting any account or book or document
of the company except as conferred by statute or authorised by the directors
or by the company in general meeting.
128. The directors shall from time to time, in accordance with [sections 142,
144 and 151 of the Act,] cause to be prepared and to be laid before
the company in general meeting such profit and loss accounts, balance sheets,
group accounts, if any, and reports as are referred to in those [sections.]
129. A copy of every balance sheet (including every document required by law
to be annexed thereto) which is to be laid before the company in general
meeting, together with a copy of the auditors' report [and directors' report],
shall not less than twenty-one days before the date of the meeting be sent to
every member of, and every holder of debentures of, the company and to every
person registered under regulation 31, so, however, that this regulation shall
not require a copy of those documents to be sent to any person of whose
address the company is not aware or to more than one of the joint holders of
any shares or debentures.
130. The company in general meeting may upon the recommendation of the
directors resolve that it is desirable to capitalise any part of the amount
for the time being standing to the credit of any of the company's reserve
accounts or to the credit of the profit and loss account or otherwise
available for distribution, and accordingly that such sum be set free for
distribution amongst the members who would have been entitled thereto if
distributed by way of dividend and in the same proportions on condition that
the same be not paid in cash but be applied either in or towards paying up any
amounts for the time being unpaid on any shares held by such members
respectively or paying up in full unissued shares or debentures of the company
to be allotted and distributed credited as fully paid up to and amongst such
members in the proportion aforesaid, or partly in the one way and partly in
the other, and the directors shall give effect to such resolution, so,
however, that a share premium account and a capital redemption reserve fund
may, for the purposes of this regulation, only be applied in the paying up of
unissued shares to be issued to members of the company as fully paid bonus
shares.
131. Whenever such a resolution as aforesaid is passed the directors shall
make all appropriations and applications of the undivided profits resolved to
be capitalised thereby, and all allotments and issues of fully-paid shares or
debentures, if any, and generally shall do all acts and things required to
give effect thereto, with full power to the directors to make such provision
by the issue of fractional certificates or by payment in cash or otherwise as
they think fit for the case of shares or debentures becoming distributable in
fractions, and also to authorise any person to enter on behalf of all the
members entitled thereto into an agreement with the company providing for the
allotment to them respectively, credited as fully paid up, of any further
shares or debentures to which they may be entitled upon such capitalisation,
or (as the case may require) for the payment up by the company on their
behalf, by the application thereto of their respective proportions of the
profits resolved to be capitalised, of the amounts or any part of the amounts
remaining unpaid on their existing shares, and any agreement made under such
authority shall be effective and binding on all such members.
132. Auditors shall be appointed and their duties regulated in accordance with
[sections 153 to 156 of the Act.]
133. A notice may be given by the company to any member either personally or
by sending it by post to him or to his registered address, or (if he has no
registered address within the United Kingdom) to the address, if any, within
the United Kingdom supplied by him to the company for the giving of notice to
him. Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying, and posting a letter containing
the notice, and to have been effected in the case of a notice of a meeting at
the expiration of 24 hours after the letter containing the same is posted and
in any other case at the time at which the letter would be delivered in the
ordinary course of post.
134. A notice may be given by the company to the joint holders of a share by
giving the notice to the joint holder first named in the register of members
in respect of the share.
135. A notice may be given by the company to the persons entitled to a share
in consequence of the death or bankruptcy of a member by sending it through
the post in a prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or assignee in bankruptcy, or by any like
description, at the address, if any, within the United Kingdom supplied for
the purpose by the persons claiming to be so entitled, or (until such an
address has been so supplied) by giving the notice in any manner in which the
same might have been given if the death or bankruptcy had not occurred.
136. Notice of every general meeting shall be given in any manner hereinbefore
authorised to
(a)every member except those members who (having no registered address within
the United Kingdom) have not supplied to the company an address within
the United Kingdom for the giving of notices to them; and
(b)every person upon whom the ownership of a share devolves by reason of his
being a personal representative or an assignee in bankruptcy of a member,
where the member but for his death or bankruptcy would be entitled to receive
notice of the meeting; and
(c)the auditor for the time being of the company.
No other person shall be entitled to receive notices of general meetings.
137. If the company is wound up the liquidator may, with the sanction of an
extraordinary resolution of the company and any other sanction required by
the Act, divide amongst the members in specie or kind the whole or any part of
the assets of the company (whether they consist of property of the same kind
or not) and may, for such purpose set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall
be carried out as between the members or different classes of members.
The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories as
the liquidator, with the like sanction, thinks fit, but so that no member
shall be compelled to accept any shares or other securities whereon there is
any liability.
138. Every director, managing director, agent, auditor, secretary and other
officer for the time being of the company shall be indemnified out of the
assets of the company against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in connection with any application under
section 394 of the Act in which relief is granted to him by the court.
1. The regulations contained in Part I of Table A (with the exception of
regulations 24, 52, 55 and 129) shall apply.
2. The company is a private company and accordingly
(a)the right to transfer shares is restricted in manner hereinafter
prescribed;
(b)the number of members of the company (exclusive of persons who are in the
employment of the company and of persons who having been formerly in the
employment of the company were while in such employment and have continued
after the determination of such employment to be members of the company) is
limited to fifty, so, however, that where two or more persons hold one or more
shares in the company jointly they shall for the purpose of this regulation be
treated as a single member;
(c)any invitation to the public to subscribe for any shares or debentures of
the company is prohibited;
(d)the company shall not have power to issue share warrants to bearer.
3. The directors may, in their absolute discretion and without assigning any
reason therefor, decline to register any transfer of any share, whether or not
it is a fully paid share.
4. A meeting called for the passing of a special resolution shall be called by
twenty-one days' notice in writing at the least, and an annual general meeting
or any meeting of the company other than a meeting for the passing of a
special resolution shall be called by ten days' notice in writing at the
least. The notice shall be exclusive of the day on which it is served or
deemed to be served and of the day for which it is given, and shall specify
the place, the day and the hour of meeting and; in case of special business,
the general nature of that business, and shall be given, in manner hereinafter
mentioned or in such other manner, if any, as may be prescribed by the company
in general meeting, to such persons as are, under the regulations of
the company, entitled to receive such notices from the company, so, however,
that a meeting of the company shall, notwithstanding that it is called by
shorter notice than that specified in this regulation, be deemed to have been
duly called if it is so agreed by the auditors of the company, and
(a)in the case of a meeting called as the annual general meeting, by all the
members entitled to attend and vote thereat; and
(b)in the case of any other meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together
holding not less than 95 per cent. in nominal value of the shares giving that
right.
5. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save as
herein otherwise provided two members present in person or by proxy shall be a
quorum.
6. Subject to the provisions of the Act, a resolution in writing signed by all
the members for the time being entitled to receive notice of and to attend and
vote at general meetings (or being bodies corporate by their duly authorised
representatives) shall be as valid and effective as if the same had been
passed at a general meeting of the company duly convened and held.
7. Regulation 98 of Part I of Table A shall have effect as if after the words
"any director" there were inserted the words "(other than one holding office
for life [on the date of the coming into operation of Article 61 of the
Companies (Northern Ireland) Order 1978.])"
[8. Regulation 71 of Part I of Table A shall have effect as if for the words
"not less than 48 hours" there were substituted the words "not less than 24
hours" except where the day immediately preceding the meeting is a Sunday or a
bank holiday.]
Note: Regulations 3, 4 and 5 of this Part are alternative to regulations 24,
52 and 55 respectively of Part I.
1st. The name of the company is The Mercury Steam Ship Company, Limited.
2nd. The registered office of the company will be situate in Northern Ireland.
3rd. The objects for which the company is established are, the conveyance of
passengers and goods in ships or boats between such places as the company may
from time to time determine, and the doing of all such other things as are
incidental or conducive to the attainment of the above object.
4th. The liability of the members is limited.
5th. The share capital of the company is two hundred thousand pounds divided
into one thousand shares of two hundred pounds each.
WE, the several persons whose names and addresses are subscribed, are desirous
of being formed into a company, in pursuance of this memorandum of
association, and we respectively agree to take the number of shares in the
capital of the company set opposite our respective names.
325ated the <<<< day of 19<<.Witness to the above signatures,A.B., No. 14 Lute Street, Belfast.TABLE CFORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITALMemorandum of Association1st. The name of the company is The Antrim School Association, Limited.3rd. The objects for which the company is established are the carrying on a school for boys in the county of Antrim and the doing of all such other things as are incidental or conducive to the attainment of the above object.5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding ten pounds. 19<<.Witness to the above signatures,A.B., No. 14 Lute Street, Belfast.ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATIONInterpretation1. In these articles:"the seal" means the common seal of the company;"the United Kingdom" means Great Britain and Northern Ireland.Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these articles become binding on the company.
2. The number of members with which the company proposes to be registered is
500, but the directors may from time to time register an increase of
members.4.(1) Subject to paragraph (2), the company shall in each year hold a
general meeting as its annual general meeting in addition to any other
meetings in that year, and shall specify the meeting as such in the notices
calling it; and not more than fifteen months shall elapse between the date of
one annual general meeting of the company and that of the next.5. All general
meetings other than annual general meetings shall be called extraordinary
general meetings.7. An annual general meeting and a meeting called for the
passing of a special resolution shall be called by twenty-one days' notice in
writing at the least, and a meeting of the company other than an annual
general meeting or a meeting for the passing of a special resolution shall be
called by fourteen days' notice in writing at the least. The notice shall be
exclusive of the day on which it is served or deemed to be served and of the
day for which it is given, and shall specify the place, the day and the hour
of meeting and, in case of special business, the general nature of that
business and shall be given, in manner hereinafter mentioned or in such other
manner, if any, as may be prescribed by the company in general meeting, to
such persons as are, under the articles of the company, entitled to receive
such notices from the company, so, however, that a meeting of the company
shall, notwithstanding that it is called by shorter notice than that specified
in this article be deemed to have been duly called if it is so agreed by the
auditors of the company, and
(a)in the case of a meeting called as the annual general meeting, by all the
members entitled to attend and vote thereat; and
(b)in the case of any other meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together
representing not less than ninety-five per cent. of the total voting rights at
that meeting of all the members.
8. The accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
9. All business shall be deemed special that is transacted at an extraordinary
general meeting, and also all that is transacted at an annual general meeting
with the exception of declaring a dividend, the consideration of the accounts,
balance sheets and the reports of the directors and auditors, the election of
directors in the place of those retiring and the appointment of, and the
fixing of the remuneration of, the auditors.11. If within half an hour from
the time appointed for the meeting a quorum is not present, the meeting, if
convened upon the requisition of members, shall be dissolved; in any other
case it shall stand adjourned to the same day in the next week, at the same
time and place, or to such other day and at such other time and place as the
directors may determine, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting the
members present shall be a quorum.13. If at any meeting no director is willing
to act as chairman or if no director is present within fifteen minutes after
the time appointed for holding the meeting, the members present shall choose
one of their number to be chairman of the meeting.When a meeting is adjourned
for thirty days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.(a)by the chairman; or
(b)by at least three members present in person or by proxy; or
(c)by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having the
right to vote at the meeting.
Unless a poll is so demanded a declaration by the chairman that a resolution
has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost and an entry to that effect in the book containing the
minutes of proceedings of the company shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of
or against such resolution.
The demand for a poll may be withdrawn.
16. Except as provided in article 18, if a poll is duly demanded it shall be
taken in such manner as the chairman directs, and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded.
17. Where there is an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, shall be entitled to a second or casting vote.
18. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs, and any
business other than that upon which a poll has been demanded may be proceeded
with pending the taking of the poll.
19. Subject to the provisions of the Act a resolution in writing signed by all
the members for the time being entitled to receive notice of and to attend and
vote at general meetings (or being bodies corporate by their duly authorised
representatives) shall be as valid and effective as if the same had been
passed at a general meeting of the company duly convened and held.
20. Every member shall have one vote.22. No member shall be entitled to vote
at any general meeting unless all moneys presently payable by him to
the company have been paid.24. The instrument appointing a proxy shall be in
writing under the hand of the appointer or of his attorney duly authorised in
writing, or, if the appointer is a body corporate, either under seal or under
the hand of an officer or attorney duly authorised. A proxy need not be a
member of the company.26. An instrument appointing a proxy shall be in the
following form or a form as near thereto as circumstances admitI/We company, hereby appointas my/our proxy to vote for me/us on
my/our behalf at the [annual or extraordinary, as the case may be] general
meeting of the company to be held on the <<<< day of 19<<, and at any adjournment thereof.
19 <<.""number of the directors and the names of the first directors shall be
determined in writing by the subscribers of the memorandum of association or a
majority of them.33. The directors may exercise all the powers of the company
to borrow money, and to mortgage or charge its undertaking and property, or
any part thereof, and to issue debentures, debenture stock and other
securities, whether outright or as security for any debt, liability or
obligation of the company or of any third party.
34. The business of the company shall be managed by the directors, who may pay
all expenses incurred in promoting and registering the company, and may
exercise all such powers of the company as are not, by the Act or by these
articles, required to be exercised by the company in general meeting, subject
nevertheless to the provisions of the Act or these articles and to such
regulations, being not inconsistent with the aforesaid provisions, as may be
prescribed by the company in general meeting; but no regulation made by
the company in general meeting shall invalidate any prior act of the directors
which would have been valid if that regulation had not been made.36. All
cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for moneys paid to the company, shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, in such
manner as the directors shall from time to time by resolution determine.(a)of
all appointments of officers made by the directors;
(b)of the names of the directors present at each meeting of the directors and
of any committee of the directors;
(c)of all resolutions and proceedings at all meetings of the company, and of
the directors, and of committees of directors;
38. The office of director shall be vacated if the director
(a)without the consent of the company in general meeting holds any other
office of profit under the company; or
(b)is adjudged bankrupt or makes any arrangement or composition with his
creditors generally; or
(c)becomes prohibited from being a director by reason of any order made under
section 179 of the Act [or under Articles 53 or 54 of the Companies (Northern
Ireland) Order 1978]; or
(d)becomes of unsound mind; or
(e)resigns his office by notice in writing to the company; or
(f)ceases to be a director by virtue of section 176 of the Act;
(g)is directly or indirectly interested in any contract with the company and
fails to declare the nature of his interest in manner required by section 190
of the Act.
A director shall not vote in respect of any contract in which he is interested
or any matter arising thereout, and if he does so vote his vote shall not be
counted.
39. At the first annual general meeting of the company all the directors shall
retire from office, and at the annual general meeting in every subsequent year
one-third of the directors for the time being, or, if their number is not
three or a multiple of three, then the number nearest one-third, shall retire
from office.41. A retiring director shall be eligible for re-election.43. No
person other than a director retiring at the meeting shall unless recommended
by the directors be eligible for election to the office of director at any
general meeting unless, not less than three nor more than twenty-one days
before the date appointed for the meeting, there has been left at the
registered office of the company notice in writing, signed by a member duly
qualified to attend and vote at the meeting for which such notice is given, of
his intention to propose such person for election, and also notice in writing
signed by that person of his willingness to be elected.45. The directors shall
have power at any time, and from time to time, to appoint any person to be a
director, either to fill a casual vacancy or as an addition to the existing
directors, but so that the total number of directors shall not at any time
exceed the number fixed in accordance with these articles. Any director so
appointed shall hold office only until the next following annual general
meeting, and shall then be eligible for re-election, but shall not be taken
into account in determining the directors who are to retire by rotation at
such meeting.47. The company may by ordinary resolution appoint another person
in place of a director removed from office under article 46. Without prejudice
to the powers of the directors under article 45 the company in general meeting
may appoint any person to be a director either to fill a casual vacancy or as
an additional director. The person appointed to fill such a vacancy shall be
subject to retirement at the same time as if he had become a director on the
day on which the director in whose place he is appointed was last elected a
director.
48. The directors may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings, as they think fit. Questions arising at any
meeting shall be decided by a majority of votes. Where there is an equality of
votes the chairman shall have a second or casting vote. A director may, and
the secretary on the requisition of a director shall, at any time summon a
meeting of the directors. It shall not be necessary to give notice of a
meeting of directors to any director for the time being absent from
the United Kingdom.50. The continuing directors may act notwithstanding any
vacancy in their body, but, if and so long as their number is reduced below
the number fixed by or pursuant to the articles of the company as the
necessary quorum of directors, the continuing directors or director may act
for the purpose of increasing the number of directors to that number, or of
summoning a general meeting of the company, but for no other purpose.52. The
directors may delegate any of their powers to committees consisting of such
member or members of their body as they think fit; any committee so formed
shall in the exercise of the powers so delegated conform to any regulations
that may be imposed on it by the directors.54. A committee may meet and
adjourn as it thinks proper. Questions arising at any meeting shall be
determined by a majority of votes of the members present, and where there is
an equality of votes the chairman shall have a second or casting vote.56. A
resolution in writing, signed by all the directors for the time being entitled
to receive notice of a meeting of the directors, shall be as valid and
effectual as if it had been passed at a meeting of the directors duly convened
and held.
57. [Subject to Article 57(5) of the Companies (Northern Ireland) Order 1978]
the secretary shall be appointed by the directors for such term, at such
remuneration and upon such conditions as they may think fit; and any secretary
so appointed may be removed by them.59. The directors shall provide for the
safe custody of the seal, which shall only be used by the authority of the
directors or of a committee of the directors authorised by the directors in
that behalf, and every instrument to which the seal shall be affixed shall be
signed by a director and shall be countersigned by the secretary or by a
second director or by some other person appointed by the directors for the
purpose.
60. The directors [shall cause proper books of account to be kept with respect
to
(a)all sums of money received and expended by the company and the matters in
respect of which the receipt and expenditure takes place; and
(b)all sales and purchases of goods by the company; and
(c)the assets and liabilities of the company.
Proper books shall not be deemed to be kept if there are not kept such books
of account as are necessary to give a true and fair view of the state of
the company's affairs and to explain its transactions.]
[61. The books of account shall be kept at the registered office of
the company, or, subject to section 141(4) of the Act, at such other place or
places as the directors think fit, and shall always be open to the inspection
of the directors.]
62. The directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the
accounts and books of the company or any of them shall be open to the
inspection of members not being directors, and no member (not being a
director) shall have any right of inspecting any account or book or document
of the company except as conferred by statute or authorised by the directors
or by the company in general meeting.
63. The directors shall from time to time in accordance with [sections 142,
144 and 151 of the Act,] cause to be prepared and to be laid before
the company in general meeting such profit and loss accounts, balance sheets,
group accounts, if any, and reports as are referred to in those [sections.]
64. A copy of every balance sheet (including every document required by law to
be annexed thereto) which is to be laid before the company in general meeting,
together with a copy of the auditor's report [and directors' report], shall
not less than twenty-one days before the date of the meeting be sent to every
member of, and every holder of debentures of, the company, so, however, that
this article shall not require a copy of those documents to be sent to any
person of whose address the company is not aware or to more than one of the
joint holders of any debentures.
65. Auditors shall be appointed and their duties regulated in accordance with
[sections 153 to 156 of the Act.]
66. A notice may be given by the company to any member either personally or by
sending it by post to him or to his registered address, or (if he has no
registered address within the United Kingdom) to the address, if any, within
the United Kingdom supplied by him to the company for the giving of notice to
him. Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying and posting a letter containing
the notice, and to have been effected in the case of a notice of a meeting at
the expiration of 24 hours after the letter containing the same is posted, and
in any other case at the time at which the letter would be delivered in the
ordinary course of post.(a)every member except those members who (having no
registered address within the United Kingdom) have not supplied to the company
an address within the United Kingdom for the giving of notices to them; and
(b)every person being a personal representative or an assignee in bankruptcy
of a member where the member but for his death or bankruptcy would be entitled
to receive notice of the meeting; and
(c)the auditor for the time being of the company.
No other person shall be entitled to receive notices of general meetings.
19 <<.Witness to the above signatures,A.B., No. 14 Lute Street, Belfast.TABLE DMEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITALMemorandum of Association1st. The name of the company is the Northern Hotel Company, Limited.3rd. The objects for which the company is established are the facilitating travelling in Northern Ireland, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing of all such other things as are incidental or conducive to the attainment of the above object.5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding twenty pounds.WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.
19 <<.4Witness to the above signatures,6A.B., No. 14 Lute Street, Belfast.4ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATIONA1. The number of members with which the company proposes to be registered is 50, but the directors may from time to time register an increase of members.
2. The regulations of Table A, Part I, set out in the First Schedule to the
Companies Act (Northern Ireland), 1960, shall be deemed to be incorporated
with these articles and shall apply to the company.
day of 19.4Witness to the above signatures,6A.B., No. 14 Lute Street,
Belfast.4TABLE E 2nd. The registered office of the company will be situate in
Northern Ireland.
3rd. The objects for which the company is established are the working of a patent method of founding and casting stereotype plates, of which method John Smith of Newry is the sole patentee, and the doing of all such things as are incidental or conducive to the attainment of the above objects.
WE, the several persons whose names are subscribed, are desirous of being
formed into a company, in pursuance of this memorandum of association, and we
respectively agree to take the number of shares in the capital of the company
set opposite our respective names.
day of 19.4Witness to the above signatures,6A.B., No. 14 Lute Street,
Belfast.4ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF
ASSOCIATIONA1. The number of members with which the company proposes to be
registered is 20, but the directors may from time to time register an increase
of members.
2. The share capital of the company is two thousand pounds divided into twenty
shares of one hundred pounds each.
3. The company may by special resolution
(a)increase the share capital by such sum to be divided into shares of such
amount as the resolution may prescribe;
(b)consolidate its shares into shares of a larger amount than its existing
shares;
(c)sub-divide its shares into shares of a smaller amount than its existing
shares;
(d)cancel any shares which at the date of the passing of the resolution have
not been taken or agreed to be taken by any person;
(e)reduce its share capital in any way.
4. The regulations of Table A, Part I, set out in the First Schedule to the
Companies Act (Northern Ireland), 1960 (other than regulations 40 to 48
inclusive), shall be deemed to be incorporated with these articles and shall
apply to the company.
day of 19.4Witness to the above signatures,6A.B., No. 14 Lute Street, Belfast.
<1978 NI 12
.........
......
Amount of preliminary expensesAmount paid to any promoter...Any other benefit
given to any promoter.,,,,,,FULLY
Consideration:
Until
Consideration:
Names and addresses:
shares or debentures of the company are to be applied in the
purchase of a business, a report made by accountants (who shall be named in
the statement) upon
(a)the profits or losses of the business in respect of each of the five
financial years immediately preceding the delivery of the statement to
the registrar; and
(b)the assets and liabilities of the business at the last date to which the
accounts of the business were made up.
2.(1) If unissued shares or debentures of the company are to be applied
directly or indirectly in any manner resulting in the acquisition of shares in
a body corporate which by reason of the acquisition or anything to be done in
consequence thereof or in connection therewith will become a subsidiary of
the company, a report made by accountants (who shall be named in the
statement) with respect to the profits and losses and assets and liabilities
of the other body corporate in accordance with sub-paragraph (2) or (3), as
the case requires, indicating 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.
(2) If the other body corporate has no subsidiaries, the report referred to in
sub-paragraph (1) shall
(a)so far as regards profits and losses, deal with the profits or losses of
the body corporate in respect of each of the five financial years immediately
preceding the delivery of the statement to the registrar; and
(b)so far as regards assets and liabilities, deal with the assets and
liabilities of the body corporate at the last date to which the accounts of
the body corporate were made up.
(3) If the other body corporate has subsidiaries, the report referred to in
sub-paragraph (1) shall
(a)so far as regards profits and losses, deal separately with the other body
corporate'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 other body corporate; or
(ii)individually with the profits or losses of each subsidiary, so far as they
concern members of the other body corporate;
(a)or, instead of dealing separately with the other body corporate's profits
and losses, deal as a whole with the profits or losses of the other body
corporate and, so far as they concern members of the other body corporate,
with the combined profits or losses of its subsidiaries; and
(b)so far as regards assets and liabilities, deal separately with the other
body corporate'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 other body corporate's assets and liabilities; or
(ii)individually with the assets and liabilities of each subsidiary;
3. In this Schedule "vendor" includes a vendor as defined in Part III of the
Third Schedule, and "financial year" has the meaning assigned to it in that
Part of that Schedule.
4. If in the case of a business which has been carried on, or of a body
corporate which has been carrying on business, for less than five years, the
accounts of the business or body corporate have only been made up in respect
of four years, three years, two years or one year, Part II shall have effect
as if references to four years, three years, two years or one year, as the
case may be, were substituted for references to five years.
5. Any report required by Part II 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.
6. Any report by accountants required by Part II shall be made by accountants
qualified [under this Act] for appointment as auditors of a company and 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 of
the company's subsidiary or holding company or of a subsidiary of
the company's holding company; and for the purposes of this paragraph
"officer" shall include a proposed director but not an auditor.
1. 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.
2. The number of shares, if any, fixed by the articles as the qualification of
a director, and any provision in the articles as to the remuneration of the
directors.
3. The names, descriptions and addresses of the directors or proposed
directors.
4. Where shares are offered to the public for subscription, 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
thereof is to be defrayed in any other manner, the balance of the sums,
required to be provided in respect of each of the following matters:
(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 moneys 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 aforesaid otherwise
than out of the proceeds of the issue and the sources out of which those
amounts are to be provided.
5. The time of the opening of the subscription lists.
6. The amount payable on application and allotment on each share, [including
the amount, if any, payable by way of premium] and, in the case of a second or
subsequent offer of shares, the amount offered for subscription on each
previous allotment made within the two 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].
7. 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, 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 or debentures subscribed for under it;
(c)the consideration, if any, given or to be given for it or for 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.
8. The number and amount of shares and debentures which within the two
preceding years have been issued, or agreed to be issued, as fully or partly
paid up otherwise than in cash, and in the latter case the extent to which
they are so paid up, and in either case the consideration for which those
shares or debentures have been issued or are proposed or intended to be
issued.
9.(1) As respects any property to which this paragraph applies
(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 two 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.
(2) The property to which this paragraph applies is property purchased or
acquired by the company or proposed so to be purchased or acquired, which is
to be paid for wholly or partly out of the proceeds of the issue offered for
subscription by the prospectus or the purchase or acquisition of which has not
been completed at the date of the issue of the prospectus, other than property
(a)the contract for the purchase or acquisition whereof 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.
10. The amount, if any, paid or payable as purchase money in cash, shares or
debentures for any property to which paragraph 9 applies, specifying the
amount, if any, payable forpaid by the company in respect of each class of
shares in the company in respect of each of the five 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;
(2) If the company has no subsidiaries, the report shall
(a)so far as regards profits and losses, deal with the profits or losses of
the company in respect of each of the five financial years immediately
preceding the issue of the prospectus; and
(b)so far as regards assets and liabilities, deal with the assets and
liabilities of the company at the last date to which the accounts of
the company were made up.
(3) If the company has subsidiaries, the report shall
(a)so far as regards profits and losses, 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;
(a)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 or losses of its
subsidiaries; and
(b)so far as regards assets and liabilities, 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;
20. If the proceeds, or any part of the proceeds, of the issue of the shares
or debentures are or is to be applied directly or indirectly in the purchase
of any business, a report made by accountants (who shall be named in the
prospectus) upon
(a)the profits or losses of the business in respect of each of the five
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.
21.(1) If
(a)the proceeds, or any part of the proceeds, of the issue of the shares or
debentures are or is to be applied directly or indirectly in any manner
resulting in the acquisition by the company of shares in any other body
corporate; and
(b)by reason of that acquisition or anything to be done in consequence thereof
or in connection therewith that body corporate will become a subsidiary of
the company;
(i)the profits or losses of the other body corporate in respect of each of the
five financial years immediately preceding the issue of the prospectus; and
(ii)the assets and liabilities of the other body corporate at the last date to
which the accounts of the body corporate were made up.
(2) The said report 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 sub-paragraph (3) of paragraph 19 in
relation to the company and its subsidiaries.
22. Paragraphs 2, 3, 12 (so far as it relates to preliminary expenses) and 16
shall not apply in the case of a prospectus issued more than two years after
the date at which the company is entitled to commence business.
23. Every person shall for the purposes of this Schedule, be deemed to be 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.
24. Where any property to be acquired by the company is to be taken on lease,
this Schedule shall have effect as if "vendor" included the lessor, and
"purchase money" included the consideration for the lease, and "sub-purchaser"
included a sub-lessee.
25. References in paragraph 7 to subscribing for shares or debentures shall
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.
26. For the purposes of paragraph 9 where the vendors or any of them are a
firm, the members of the firm shall not be treated as separate vendors.
27. If in the case of a company which has been carrying on business, or of a
business which has been carried on for less than five years, the accounts of
the company or business have only been made up in respect of four years, three
years, two years or one year, Part II shall have effect as if references to
four years, three years, two years or one year, as the case may be, were
substituted for references to five years.
28. In Part II "financial year" means the year in respect of which the
accounts n being a partner in a firm, the nature and extent of the interest of
the firm, with a statement of all sums paid or agreed to be paid to him or to
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 by the firm in connection with the promotion or formation
of the company.
each.,,,,,,
each.
fully
per share
and
Cash
Shares
Debentures
Goodwill
,,payable.
.
1. Where it is proposed to acquire a business, a report made by accountants
(who shall be named in the statement) upon
(a)the profits or losses of the business in respect of each of the five
financial years immediately preceding the delivery of the statement to
the registrar; and
(b)the assets and liabilities of the business at the last date to which the
accounts of the business were made up.
2.(1) Where it is proposed to acquire shares in a body corporate which by
reason of the acquisition or anything to be done in consequence thereof or in
connection therewith will become a subsidiary of the company, a report made by
accountants (who shall be named in the statement) with respect to the profits
and losses and assets and liabilities of the other body corporate in
accordance with sub-paragraph (2) or (3), as the case requires, indicating 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.
(2) If the other body corporate has no subsidiaries, the report referred to in
sub-paragraph (1) shall
(a)so far as regards profits and losses, deal with the profits or losses of
the body corporate in respect of each of the five financial years immediately
preceding the delivery of the statement to the registrar; and
(b)so far as regards assets and liabilities, deal with the assets and
liabilities of the body corporate at the last date to which the accounts of
the body corporate were made up.
(3) If the other body corporate has subsidiaries, the report referred to in
sub-paragraph (1) shall
(a)so far as regards profits and losses, deal separately with the other body
corporate'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 other body corporate; or
(ii)individually with the profits or losses of each subsidiary, so far as they
concern members of the other body corporate;
(aor, instead of dealing separately with the other body corporate's profits or
losses, deal as a whole with the profits or losses of the other body corporate
and, so far as they concern members of the other body corporate, with the
combined profits or losses of its subsidiaries; and
(b)so far as regards assets and liabilities, deal separately with the other
body corporate'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 other body corporate's assets and liabilities; or
(ii)individually with the assets and liabilities of each subsidiary;
3. In this Schedule "vendor" includes a vendor as defined in Part III of the
Third Schedule, and "financial year" has the meaning assigned to it in that
Part of that Schedule.
4. If in the case of a business which has been carried on, or of a body
corporate which has been carrying on business, for less than five years, the
accounts of the business or body corporate have only been made up in respect
of four years, three years, two years or one year, Part II shall have effect
as if references to four years, three years, two years or one year, as the
case may be, were substituted for references to five years.
5. Any report required by Part II 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.
6. Any report by accountants required by Part II shall be made by accountants
qualified [under this Act] for appointment as auditors of a company and 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 of the company's
subsidiary or holding company or of a subsidiary of the company's
holding company; and for the purposes of this paragraph "officer" shall
include a proposed director but not an auditor.
1. The address of the registered office of the company.
(d). Particulars of Indebtedness.7
Class
Class
Class
Class
List of persons holding shares or stock in the company on the fourteenth day
after the annual general meeting for 19, and of persons who have held shares
or stock therein at any time since the date of the last return, or in the case
of the first return, of the incorporation of the company.
The aggregate number of shares held by each member must be stated, and the
aggregates must be added up so as to agree with the number of shares stated in
the Summary of Share Capital and Debentures to have been taken up.]The date of
registration of each transfer should be given as well as the number of shares
transferred on each date. The particulars should be placed opposite the name
of the transferor and not opposite that of the transferee, but the name of the
transferee may be inserted in the "Remarks" column immediately opposite the
particulars of each transfer.
1. If the return for either of the two immediately preceding years has given
as at the date of that return the full particulars required as to past and
present members and the shares and stock held and transferred by them only
such of the particulars need be given as relate to persons ceasing to be or
becoming members since the date of the last return and to shares transferred
since that date or to changes as compared with that date in the amount of
stock held by a member.Particulars of the persons who are directors of
the company at the date of this return.
Particulars of the person who is secretary of the company at the date of this
return.
"Director" includes any person who occupies the position of a director by
whatsoever name called, and any person in accordance with whose directions or
instructions the directors of the company are accustomed to act.
"Christian name" includes a forename, and "surname" in the case of a peer or
person usually known by a title different from his surname, means that title.
"Former Christian name" and "former surname" do not include
(a)in the case of a peer or a person usually known by a British title
different from his surname, the name by which he was known previous to the
adoption of or succession to the title; or
(b)in the case of any person, a former Christian name or surname where
thatPS0900SIXTH SCHEDULE4ACCOUNTS 2. The 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 preference
shares, and the earliest date on which the company has power to redeem those
shares;
(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.
3. There 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)any sums paid by way of commission in respect of any 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) Subject to sub-paragraphs (2) and (3), the reserves, provisions,
liabilities and fixed and current assets shall be classified under headings
appropriate to the company's business.
(2) Where the amount of any class is not material, it may be included under
the same heading as some other class.
(3) Where any assets of one class are not separable from assets of another
class, those assets may be included under the same heading.
(4) Fixed assets shall also be distinguished from current assets.
(5) 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 sub-paragraph (2), 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;
(2) Sub-paragraph (1) shall not apply
(a)to assets for which the figures relating to the period beginning with the
commencement of this Act 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 investments of which the market value (or, in the case of
investments not having a market value, their 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), 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 sub-paragraph (1) because their replacement is provided for
as mentioned in sub-paragraph (2)(b), 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.
6.(1) Subject to sub-paragraphs (2) and (3), the aggregate amounts
respectively of capital reserves, revenue reserves and provisions (other than
provisions for depreciation, renewals or diminution in value of assets) shall
be stated under separate headings.
(2) Sub-paragraph (1) shall not require a separate statement of any of the
three amounts referred to in that sub-paragraph which is not material.
(3) The Ministry may direct that sub-paragraph (1) shall not require a
separate statement of the amount of provisions where the Ministry 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.
7.(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 capital reserves, of the revenue 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 capital reserves or of the revenue 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;
(b)the application of the amounts derived from the difference.
(2) Where the heading showing any of the reserves or 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.
8.(1) There shall be shown under separate headings
(a)the aggregate amounts respectively of the company's trade investments,
quoted investments other than trade investments and unquoted investments other
than trade investments;
(b)if the amount of the goodwill and of any patents and trademarks 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
property 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 so 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
paragraphs (b) and (c) of sub-section (2) of section fifty-four;
(d)the aggregate amount of bank loans and overdrafts;
(e)the net aggregate amount (after deduction of income tax) which is
recommended for distribution by way of dividend.
(2) Nothing in head (b) of sub-paragraph (1) shall be taken as requiring the
amount of the goodwill, patents and trademarks to be stated otherwise than as
a single item.
(3) The heading showing the amount of the quoted investments other than trade
investments shall be sub-divided, where necessary, to distinguish the
investments as respects which there has, and those as respects which there has
not, been granted a quotation or permission to deal on a
recognised stock exchange.
9. Where 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.
10. Where any of the company's debentures are held by a nominee of or a
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.
11.(1) The matters referred to in sub-paragraphs (2) to (11) 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
(a)the period during which it is exercisable;
(b)the price to be paid for shares subscribed for under it.
(3) 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, the amount to be stated before
deduction of income tax, except that, in the case of tax free dividends, the
amount shall be shown free of tax and the fact that it is so shown shall also
be stated.
(4) Particulars of any charge on the assets of the company to secure the
liabilities of any other person, including, where practicable, the amount
secured.
(5) 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.
(6) Where practicable the aggregate amount or estimated amount, if it is
material, of contracts for capital expenditure, so far as not provided for.
(7) 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.
(8) The aggregate market value of the company's quoted investments, other than
trade 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.
(9) The basis on which foreign currencies have been converted into sterling,
where the amount of the assets or liabilities affected is material.
(10) The basis on which the amount, if any, set aside for United Kingdom
income tax is computed.
(11) Except in the case of the first balance sheet laid before the company
after the commencement of this Act, the corresponding amounts at the end of
the immediately preceding financial year for all items shown in the balance
sheet.
12.(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 the company's debentures and other fixed
loans;
(c)the amount of the charge for United Kingdom income tax and other United
Kingdom taxation on profits, including, where practicable, with United Kingdom
income tax any taxation imposed elsewhere to the extent of the relief, if any,
from United Kingdom income tax and distinguishing where practicable between
income tax and other taxation;
(d)the amounts respectively provided 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), 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 amount of income from investments, distinguishing between trade
investments and other investments;
(h)the aggregate amount of the dividends paid and proposed.
(2) The Ministry may direct that a company shall not be obliged to show an
amount set aside to provisions in accordance with sub-paragraph (1)(f), if
the Ministry 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.
13. If the remuneration of the auditors is not fixed by the company in general
meeting, the amount thereof 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".
14.(1) The matters referred to in sub-paragraphs (2) to (6) 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 income tax is computed.
(4) Whether or not the amount stated for dividends paid and proposed is for
dividends subject to deduction of income tax.
(5) Except in the case of the first profit and loss account laid before
the company after the commencement of this Act 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 any 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.
15.(1) This paragraph shall apply 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 to the Company's investments 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 12 and sub-paragraph (2) of
paragraph 14 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.
(4) Where group accounts are not submitted, there shall, subject to
sub-paragraph (5), 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;
(c)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;
(5) The Ministry may, on the application or with the consent of the company's
directors, direct that in relation to any subsidiary sub-paragraph (4) shall
not apply or shall apply only to such extent as may be provided by the
direction.
(6) Paragraphs (b) and (c) of sub-paragraph (4) 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 that or
any other purpose) 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;
(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.
16.(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 the indebtedness
of all such bodies corporate to it, distinguishing in each case between
indebtedness in respect of debentures and otherwise.
(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.
17. Subject to paragraphs 18 to 22 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.
18. Subject as aforesaid and to Part III, 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.
19. Section one hundred and eighty-eight shall not, by virtue of paragraphs 17
and 18, apply for the purpose of the consolidated accounts.
20. Paragraph 7 shall not apply for the purpose of any consolidated accounts
laid before a company with the first balance sheet so laid after the
commencement of this Act.
21. In relation to any subsidiaries of the holding company not dealt with by
the consolidated accounts
(a)sub-paragraphs (2) and (3) of paragraph 15 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.
22. In relation to any subsidiaries (whether or not dealt with by the
consolidated accounts), whose financial years did not end with that of
the company, there shall be annexed the like statement as is required by
sub-paragraph (7) of paragraph 15 where there are no group accounts.
23.(1) A banking or discount company shall not be subject to the requirements
of Part I other than
(a)as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4 (so
far as it relates to fixed and current assets), paragraph 8 (except
sub-paragraph (1)(d)), paragraphs 9 and 10, and paragraph 11 (except
sub-paragraph (8)); and
(b)as respects its profit and loss account, those of sub-paragraph (1)(h) of
paragraph 12, paragraph 13 and sub-paragraphs (1), (4) and (5) of
paragraph 14;
(2) The accounts of a banking or discount company shall not be deemed, by
reason only of the fact that they do not comply with any requirements of
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.
(3) In this paragraph "banking or discount company" means any company which
satisfies the Ministry that it ought to be treated for the purposes of this
Schedule as a banking company or as a discount company.
24.(1) In relation to an assurance company within the meaning of [Part II of
the Insurance Companies Act 1974], which is subject to and complies with the
requirements of those Acts as respects the preparation and deposit with
the Ministry of a balance sheet and profit and loss account, subject to
sub-paragraph (2), paragraph 23 shall apply as it applies in relation to a
banking or discount company, and such an assurance company shall also not be
subject to the requirements of sub-paragraphs (1)(a) and (3) of paragraph 8
and sub-paragraphs (4) to (7) and sub-paragraph (10) of paragraph 11.
(2) The Ministry may direct that any such assurance company whose business
includes to a substantial extent business other than assurance business shall
comply with all the requirements of 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.
(3) Where an assurance company is entitled to the benefit of this paragraph,
then any wholly-owned subsidiary thereof shall also be so entitled if its
business consists only of business which is complementary to assurance
business of the classes carried on by the assurance company.
(4) For the purposes of this paragraph a company shall be deemed to be the
wholly-owned subsidiary of an assurance company if it has no members except
the assurance company and the assurance company's wholly-owned subsidiaries
and its or their nominees.
25.(1) A company to which this paragraph applies shall not be subject to the
following requirements of this Schedule
(a)as respects its balance sheet, those of paragraph 4 (except so far as that
paragraph relates to fixed and current assets) and paragraphs 5, 6 and 7; and
(b)as respects its profit and loss account, those of sub-paragraph (1)(a),(e)
and (f) of paragraph 12;
(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 from which the company
is exempt by virtue of this paragraph, not to give the true and fair view
required by this Act.
(3) Subject to sub-paragraph (4), this paragraph applies to companies of any
class prescribed for the purposes thereof, and a class of companies may be so
prescribed if it appears to the Ministry desirable in the public interest.
(4) If the Ministry is satisfied that any of the conditions prescribed for the
purposes of this paragraph has not been complied with in the case of any
company, the Ministry may direct that so long as the direction continues in
force this paragraph shall not apply to the company.
26. Where a company entitled to the benefit of any provision contained in this
Part is a holding company, the reference in Part II 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 as they apply to the separate accounts of that company.
27.(1) For the purposes of this Schedule
(a)"provision" shall, subject to sub-paragraph (2), 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)"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;
(c)"capital reserve" shall not include any amount regarded as free for
distribution through the profit and loss account and "revenue reserve" shall
mean any reserve other than a capital reserve;
(2) Where
(a)any amount written off or retained by way of providing for depreciation,
renewals or diminution in value of assets, not being an amount written off in
relation to fixed assets before the commencement of this Act; or
(b)any amount retained by way of providing for any known liability;
28. For the purposes aforesaid "quoted investment" means an investment as
respects which there has been granted a quotation or permission to deal on a
recognised stock exchange, or on any stock exchange of repute outside Northern
Ireland, and "unquoted investment" shall be construed accordingly.
(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.
3. There 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)any sums paid by way of commission in respect of any 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) Subject to sub-paragraphs (2) and (3), the reserves, provisions,
liabilities and [assets] shall be classified under headings appropriate to
the company's business.
(2) Where the amount of any class is not material, it may be included under
the same heading as some other class.
(3) Where any assets of one class are not separable from assets of another
class, those assets may be included under the same heading.
[(4) Fixed assets, current assets and assets that are neither fixed nor
current shall be separately identified.]
(5) 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 sub-paragraph (2), 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;
(2) Sub-paragraph (1) shall not apply
(a)to assets for which the figures relating to the period beginning with the
commencement of this Act 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), 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 sub-paragraph (1) because their replacement is provided for
as mentioned in sub-paragraph (2)(b), 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.
[5A. In the case of unlisted investments consisting in equity share capital
(as defined by section 148(5)) 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.]
6.(1) Subject to sub-paragraphs (2) and (3), [the 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.
(2) Sub-paragraph (1) shall not require a separate statement of [either of the
amounts] referred to in that sub-paragraph which is not material.
(3) The Department may direct that sub-paragraph (1) shall not require a
separate statement of the amount of provisions where the Department 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.
7.(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;
(b)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.
[7A. If an amount is set aside for the purpose of its being used to prevent
undue fluctuations in charges for taxation, it shall be stated.]
8.(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
property 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 so 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
paragraphs (b) and (c) of subsection (2) of section fifty-four;
<[(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;
(d)not being, in either case, bank loans or overdrafts;]
(e)the [aggregate amount (before deduction of income tax)] which is
recommended for distribution by way of dividend.
(2) Nothing in head (b) of sub-paragraph (1) 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) Subject to sub-paragraph (5), in relation to each loan falling within
head (d) of sub-paragraph (1) (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.
(5) If the number of loans is such that, in the opinion of the directors,
compliance with sub-paragraph (4) 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.]
9. Where 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.
10. Where any of the company's debentures are held by a nominee of or a
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.
11.(1) The matters referred to in sub-paragraphs (2) to (11) 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
(a)the period during which it is exercisable;
(b)the price to be paid for shares subscribed for under it.
(3) 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, the amount to be stated before
deduction of income tax, except that, in the case of tax free dividends, the
amount shall be shown free of tax and the fact that it is so shown shall also
be stated.
(4) Particulars of any charge on the assets of the company to secure the
liabilities of any other person, including, where practicable, the amount
secured.
(5) 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.
(6) 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.]
[(6A) In the case of fixed assets under any heading whose amount is required
to be arrived at in accordance with paragraph 5(1) (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.
(6B) 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.
(6C) 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.]
(7) 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.
(8) 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.
[(8A) 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.
(8B) 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.]
(9) The basis on which foreign currencies have been converted into sterling,
where the amount of the assets or liabilities affected is material.
(10) The basis on which the amount, if any, set aside for United Kingdom
[corporation tax] is computed.
(11) Except in the case of the first balance sheet laid before the company
after the commencement of this Act, 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 (6B); or
(b)as an amount the source or application of which is required by paragraph 7
to be shown.]
12.(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;
(b)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 provided 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), 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;
<(ga)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);
<(gb)the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery;]
(h)the aggregate amount [(before deduction of income tax)] of the dividends
paid and proposed.
(2) The Department may direct that a company shall not be obliged to show an
amount set aside to provisions in accordance with sub-paragraph (1)(f), if the
Department 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.]
[12A. The 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.]
13.[The 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".
[13A.(1) The matters referred to in sub-paragraphs (2) to (4) shall be stated
by way of note, if not otherwise shown.
(2) The turnover for the financial year, except in so far as it is
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 #250,000.]
14.(1) The matters referred to in sub-paragraphs (2) to (6) 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 corporation tax and]
United Kingdom income tax is computed.
[(3A) 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.]
(4) Omitted
(5) Except in the case of the first profit and loss account laid before
the company after the commencement of this Act the corresponding amounts for
the immediately preceding financial years for all items shown in the profit
and loss account.
(6) Any material respects in which any 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.
15.(1) This paragraph shall apply 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 to the company's investments [(except those in
paragraphs 11(6B) and 12(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 12, and sub-paragraph (2) of
paragraph 14 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.
(4) Where group accounts are not submitted, there shall, subject to
sub-paragraph (5), 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;
(c)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;
(5) The Department may, on the application or with the consent of
the company's directors, direct that in relation to any subsidiary
sub-paragraph (4) shall not apply or shall apply only to such extent as may be
provided by the direction.
[(5A) Paragraphs (b) and (c) of sub-paragraph (4) shall not apply where
the company is a wholly-owned subsidiary of another body corporate
incorporated in Northern Ireland 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.]
(6) Paragraphs (b) and (c) of sub-paragraph (4) 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 that or
any other purpose) 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;
(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.
16.(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 the 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.
17. Subject to paragraphs 18 to 22, 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.
18. Subject as aforesaid and to Part III, the consolidated accounts shall, in
giving the said information, comply so far as practicable, with the
requirements of this Act [and the Companies (Northern Ireland) Order 1978] as
if they were the accounts of an actual company.
19. [Sections 187 and 188 and Articles 15 and 18 to 20 of the Companies
(Northern Ireland) Order 1978] shall not, by virtue of paragraphs 17 and 18,
apply for the purpose of the consolidated accounts.
20. Paragraph 7 shall not apply for the purpose of any consolidated accounts
laid before a company with the first balance sheet so laid after the
commencement of this Act.
21. In relation to any subsidiaries of the holding company not dealt with by
the consolidated accounts
(a)sub-paragraph (2) and (3) of paragraph 15 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.
22. In relation to any subsidiaries (whether or not dealt with by the
consolidated accounts), whose financial years did not end with that of
the company, there shall be annexed the like statement as is required by
sub-paragraph (7) of paragraph 15 where there are no group accounts.
23.(1) A banking or discount company shall not be subject to the requirements
of Part I other than
[(a)as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4
(so far as it relates to assets), paragraph 8 (except sub-paragraphs (1)(d)
and (4)), paragraphs 9 and 10 and paragraph 11 (except sub-paragraphs (6A),
(6B), (6C),(8) and (8A)); and
(b)as respects its profit and loss account, those of sub-paragraph (1)(ga) and
(h) of paragraph 12, paragraphs 12A and 13 and sub-paragraphs (1) and (5) of
paragraph 14];
(2) The accounts of a banking or discount company shall not be deemed, by
reason only of the fact that they do not comply with any requirements of
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.
(3) In this paragraph "banking or discount company" means any company which
satisfies the Department that it ought to be treated for the purposes of this
Schedule as a banking company or as a discount company.
24.[(1) Subject to sub-paragraph (2), an insurance company to which the
Insurance Companies (Northern Ireland) Order 1976 applies shall not be subject
to the following requirements of Part I,
(a)as respects its balance sheet, those of paragraphs 4 to 7, sub-paragraphs
(1)(a) and (3) of paragraph 8 and sub-paragraph (4), (5) and (6A) to (8) of
paragraph 11;
(b)as respects its profit and loss account, those of paragraph 12 (except
sub-paragraph (1)(b),(c),(d) and (h) and paragraph 14(2);
(2) The Department 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 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.
(3) Where an [insurance] company is entitled to the benefit of this paragraph,
then any wholly-owned subsidiary thereof shall also be so entitled if its
business consists only of business which is complementary to [insurance]
business of the classes carried on by the [insurance] company.
[(3A) 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 from which
the company is exempt by virtue of this paragraph, not to give the true and
fair view required by this Act.]
(4) For the purposes of this paragraph a company shall be deemed to be the
wholly-owned subsidiary of an [insurance] company if it has no members except
the [insurance] company and the [insurance] company's wholly-owned
subsidiaries and its or their nominees.
25.[(1) A shipping company shall not be subject to the following requirements
of Part I,
(a)as respects its balance sheet, those of paragraph 4 (except so far as it
relates to assets), paragraphs 5, 6 and 7 and sub-paragraphs (6A) and (6B) of
paragraph 11;
(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 12 and paragraph 13A.]
(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 from which the company
is exempt by virtue of this paragraph, not to give the true and fair view
required by this Act.
[(3) In this paragraph "shipping company" means a company which, or a
subsidiary of which, owns ships or includes amongst its activities the
management or operation of ships, being a company which satisfies the
Department that, in the national interest, it ought to be treated for the
purposes of this paragraph as a shipping company.]
26. Where a company entitled to the benefit of any provision contained in this
Part is a holding company, the reference in Part II 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 as they apply to the separate accounts of that company.
27.(1) For the purposes of this Schedule
(a)"provision" shall, subject to sub-paragraph (2), 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)"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];
(2) Where
(a)any amount written off or retained by way of providing for depreciation,
renewals or diminution in value of assets, not being an amount written off in
relation to fixed assets before the commencement of this Act; or
(b)any amount retained by way of providing for any known liability;
28. For the purposes aforesaid, "[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 Northern
Ireland, and "[unlisted] investment" shall be construed accordingly.
[29. For the purposes aforesaid, "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, "short lease"
means a lease which is not a long lease and "lease" includes an agreement for
a lease.]
[30. For 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.]
1. Whether they have obtained all the information and explanations which to
the best of their knowledge and belief were necessary for the purposes of
their audit.
2. Whether, in their opinion, proper books of account have been kept by
the company, so far as appears from their examination of those books, and
proper returns adequate for the purposes of their audit have been received
from branches not visited by them.
3.(1) Whether the company's balance sheet and (unless it is framed as a
consolidated profit and loss account) profit and loss account dealt with by
the report are in agreement with the books of account and returns.
(2) Whether, in their opinion and to the best of their information and
according to the explanations given them, the said accounts give the
information required by this Act in the manner so required and give a true and
fair view
(a)in the case of a balance sheet, of the state of the company's affairs as at
the end of its financial year; and
(b)in the case of the profit and loss account, of the profit or loss for its
financial year;
4. In the case of a holding company submitting group accounts whether, in
their opinion, the group accounts have been properly prepared in accordance
with the provisions of this Act so as to give a true and fair view of the
state of affairs and profit or loss of the company and its subsidiaries dealt
with thereby, so far as concerns members of the company, or, as the case may
be, so as to give a true and fair view thereof subject to the non-disclosure
of any matters (to be indicated in the report) which by virtue of Part III of
the Sixth Schedule are not required to be disclosed.]
companies as are by this Act exempted from payment of feesdocuments delivered
to the Registar of Companies inby virtue of the passing of a special
resolution pursuantThe share capital of the company is <, divided into
each.
The number of shares issued is
Calls to the amount of the company on the first day of January (or July) were
Debts owing to sundry persons by the company.
On judgment, #
On specialty, #
On notes or bills, #
On simple contracts, #
On estimated liabilities, #
The assets of the company on that day were
Government securities [stating them]
Bills of exchange and promissory notes, #
Cash at the bankers, #
Other securities, #
If the company has no share capital the portion of the statement relating to
capital and shares must be omitted.
paras.2, 4, 6
Twelfth Schedule effects amendments. Thirteenth Schedule rep. by SLR 1973.
Fourteenth Schedule rep. by 1978 NI12 art.153(2) sch.7
"(6) If any balance sheet or profit and loss account of a company, of which a
copy is laid before the company in general meeting or is delivered to the
registrar of companies, does not comply with the requirements of this section,
and with the other requirements of the Companies Acts as to the matters to be
stated in accounts, every person who, at the time when the copy is so laid or
delivered, is a director of the company shall be guilty of an offence and, in
respect of each such offence, shall be liable
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding #400;
Section 383.
"(1) Where at the end of its financial year a company has subsidiaries, the
documents required in accordance with paragraphs (1) and (4) of Article 3 of
the Companies (Northern Ireland) Order 1978 to be prepared in respect of the
accounting reference period by reference to which, in accordance with that
Article, that financial year was determined shall, subject to sub-section (2),
include accounts or statements (in this Act referred to as " group accounts")
dealing with the state of affairs and profit or loss of the company and the
subsidiaries; and any such group accounts shall accordingly be included among
the documents required to be comprised in the accounts of the company in
respect of that accounting reference period for the purposes of paragraphs (6)
to (8) of that Article."
"(4) If any group accounts of which a copy is laid before a company in general
meeting or delivered to the registrar of companies do not comply with the
requirements of section 145 or 146, every person who, at the time when the
copy was so laid or delivered, was a director of the company shall be guilty
of an offence and liable
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding #400,
(b)not being a copy so laid or delivered, is issued, circulated or published
in a case where the balance sheet has not been signed as required by
sub-section (1) or where (the balance sheet having been so signed) the copy
does not include a copy of the signatures or signature, as the case may be".
187.(1) In any accounts of a company laid before it in general meeting, or in
a statement annexed thereto, there shall, subject to and in accordance with
the provisions of this section, be shown so far as the information is
contained in the company's books and papers or the company has the right to
obtain it from the person's concerned
(a)the aggregate amount of the directors' emoluments;
(b)the aggregate amount of directors' or past directors' pensions; and
(c)the aggregate amount of any compensation to directors or past directors in
respect of loss of office.
(2) The amount to be shown under paragraph (a) of sub-section (1)
(a)shall include any emoluments paid to or receivable by any 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 thereof or
otherwise in connection with the management of the affairs of the company or
any subsidiary thereof; and
(b)shall distinguish between emoluments in respect of services as director,
whether of the company or its subsidiary, and other emoluments;
(3) The amount to be shown under paragraph (b) of sub-section (1)
(a)shall not include any pension paid or receivable under a pension scheme if
the scheme is such that the contributions thereunder are substantially
adequate for the maintenance of the scheme, but save as aforesaid shall
include any pension paid or receivable in respect of any such services of a
director or past director of the company as are mentioned in sub-section (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; and
(b)shall distinguish between pensions in respect of services as director,
whether of the company or its subsidiary, and other pensions;
(4) The amount to be shown under paragraph (c) of sub-section (1)
(a)shall include 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 the company, 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
thereof; 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;
(5) The amounts to be shown under each paragraph of sub-section (1)
(a)shall include all relevant sums paid by or receivable from
(i)the company; and
(ii)the company's subsidiaries; and
<(iii)any other person;
(a)except sums to be accounted for to the company or any of its subsidiaries
or, by virtue of section 184, to past or present members of the company or any
of its subsidiaries or any class of those members; and
(b)shall distinguish, in the case of the amount to be shown under paragraph
(c) of sub-section (1), between the sums respectively paid by or receivable
from the company, the company's subsidiaries and persons other than
the company and its subsidiaries.
(6) The amounts to be shown under this section for any financial year shall be
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,
so, however, that where
(a)any sums are not shown in the accounts for the relevant financial year on
the ground that the person receiving them is liable to account therefor as
mentioned in paragraph (a) of sub-section (5), but the liability is thereafter
wholly or partly released or is not enforced within a period of two 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;
(7) Where it is necessary so do for the purpose of making any distinction
required by this section in any amount to be shown thereunder, the directors
may apportion any payments between the matters in respect of which they have
been paid or are receivable in such manner as they think appropriate.
(8) If in the case of any accounts the requirements of this section are not
complied with, it shall be the duty of the auditors of the company by whom the
accounts are examined to include in their report thereon, so far as they are
reasonably able to do so, a statement giving the required particulars.
(9) In this section any reference to a 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, a direct or indirect, of
any other body corporate, shall, subject to paragraph (b), include that body
corporate, whether or not it is or was in fact the company's subsidiary; and
(b)shall for the purposes of sub-sections (2) and (3) be taken as referring to
a subsidiary at the time the services were rendered, and for the purposes of
sub-section (4) be taken as referring to a subsidiary immediately before the
loss of office as director of the company."
223. Where, in the winding up of a company by the court, a person other than
the Official Assignee is appointed liquidator, that person
(a)shall not be capable of acting as liquidator until he has notified his
appointment to the registrar of companies and given security in the prescribed
manner to the satisfaction of the Department;
(b)shall give the Official Assignee such information and such access to and
facilities for inspecting the books and documents of the company and generally
such aid as may be requisite for enabling him to perform his duties under the
Companies Acts."
"(1) When a winding-up order has been made by the court, it shall be the
business of the separate meetings of creditors and contributories summoned in
accordance with the provisions of section 222A(b) and (c) for the purpose of
determining whether or not an application should be made to the court for
appointing a liquidator in place of the Official Assignee, to determine
further whether or not an application is to be made to the court for the
appointment of a committee of inspection to act with the liquidator and who
are to be members of the committee if appointed."
242.(1) Where an order has been made for winding up a company by the court,
and the Official Assignee has made a further report under Article 67(2) of the
Companies (Northern Ireland) Order 1978 stating that in his opinion a fraud
has been committed by any person in the promotion or formation of the company
or by any officer of the company in relation to the company since its
formation, the court may, after consideration of the report, direct that that
person or officer shall attend before the court on a day appointed by
the court for that purpose and be publicly examined as to the promotion or
formation or the conduct of the business of the company or as to his conduct
and dealings as officer thereof.
(2) The Official Assignee shall take part in the examination, and for that
purpose may, if specially authorised by the Department in that behalf, employ
a solicitor with or without counsel.
(3) The liquidator, where the Official Assignee is not the liquidator, and any
creditor or contributory may also take part in the examination either
personally or by solicitor or counsel.
(4) The court may put such questions to the person examined as the court
thinks fit.
(5) The person examined shall be examined on oath and shall answer all such
questions as the court may put or allow to be put to him.
(6) Subject to sub-section (7), a person ordered to be examined under this
section shall at his own cost, before his examination, be furnished with a
copy of the Official Assignee's report, and may at his own cost employ a
solicitor with or without counsel, who shall be at liberty to put to him such
questions as the court may deem just for the purpose of enabling him to
explain or qualify any answers given by him.
(7) If any such person applies to the court to be exculpated from any charges
made or suggested against him, it shall be the duty of the Official Assignee
to appear on the hearing of the application and call the attention of
the court to any matters which appear to the Official Assignee to be relevant,
and if the court, after hearing any evidence given or witnesses called by
the Official Assignee, grants the application, the court may allow the
applicant such costs as in its discretion it may think fit.
(8) Notes of the examination shall be taken down in writing, and shall be read
over to or by, and signed by, the person examined, and may thereafter be used
in evidence against him, and shall be open to the inspection of any creditor
or contributory at all reasonable times.
(9) The court may, if it thinks fit, adjourn the examination from time to
time."
308.(1) Where a company has been wound up voluntarily or by the court and is
about to be dissolved, the liquidator shall, in such manner as may be
prescribed, pay the whole unclaimed dividends and unapplied or undistributed
balances to the Department which shall lodge that money into the Insolvency
Account kept by the Department under Article 93 of the Companies (Northern
Ireland) Order 1978.
(2) Any person claiming to be entitled to any dividend or payment out of a
lodgment made in pursuance of sub-section (1) may apply to the Department for
payment thereof and the Department may, on a certificate by the liquidator
that the person claiming is entitled, or on other evidence of entitlement,
make an order for the payment to that person of the sum due.
(3) On or before 31st March in each year the Department shall pay into the
Consolidated Fund the amount of any lodgment made in pursuance of sub-section
(1) which has remained unclaimed for a period of at least two years from the
date of lodgment, but where the Department is satisfied that any person
claiming is entitled to any dividend or payment of the money paid into the
Consolidated Fund it may order payment of the same and the Department of
Finance shall issue out of the Consolidated Fund such sum as may appear to
that Department to be necessary to provide for that payment.
(4) Any person dissatisfied with a decision of the Department in respect of a
claim made under sub-section (2) or (3) may appeal to the court against that
decision.".
317.(1) The Lord Chancellor may, with the concurrence of the Department and
after consultation with the committee appointed under sub-section (3), make
rules (to be known as winding-up rules) for carrying into effect the objects
of the Companies Acts so far as relates to the winding up of companies.
(2) Without prejudice to the generality of sub-section (1), winding-up rules
may, in relation to the exercise by the High Court of its jurisdiction under
the Companies Act, make such provision as has been made or might lawfully be
made by rules of court in relation to the exercise by the High Court of any
other jurisdiction.
(3) There shall be a committee appointed by the Lord Chancellor to keep under
review the winding-up rules for the time being in force under this section and
to make recommendations to the Lord Chancellor as to any changes in the rules
that may from time to time appear to the committee to be desirable.
(4) The committee shall consist of
(a)the Chancery Judge;
(b)the Master (Bankruptcy);
(c)a practising barrister-at-law;
(d)a practising solicitor of the Supreme Court;
(e)a practising accountant; and
(f)such additional persons, if any, as appear to the Lord Chancellor to have
qualifications or experience that would be of value to the committee in
considering any matter with which it is concerned.
(5) There shall be paid to the Department in respect of proceedings under the
Companies Acts in relation to the winding up of companies such fees as the
Department may, with the concurrence of the Department of Finance, prescribe
and the Department may direct in what manner such fees are to be accounted for
and applied.
(6) Rules under sub-section (1) shall be subject to annulment in pursuance of
a resolution of either House of Parliament in like manner as a statutory
instrument and section 5 of the Statutory Instruments Act 1946 shall apply
accordingly.
(7) Regulations under sub-section (5) shall be subject to negative
resolution.".
(a)in relation to any body corporate to which Article 3 of the Companies
(Northern Ireland) Order 1978 applies, means any period in respect of which
any profit and loss account prepared under that Article as it applies to that
body corporate is made up; and
(b)in relation to any other body corporate, means any period in respect of
which any profit and loss account of the body corporate laid before it in
general meeting is made up;
"The accounting records shall be kept at the registered office of the company
or, subject to Article 25(6) and (7) of the Companies (Northern Ireland) Order
1978, at such other place or places as the directors think fit, and shall
always be open to the inspection of the officers of the company."
"The accounting records shall be kept at the registered office of the company
or, subject to Article 25(6) and (7) of the Companies (Northern Ireland) Order
1978, at such other place or places as the directors think fit, and shall
always be open to the inspection of the officers of the company."
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