Preliminary
| 53) | The provisions contained in paragraphs 53 to 56 inclusive, shall apply to all forms of group annual financial statements and shall also apply in respect of the requirements of paragraphs 62 to 65, inclusive, in relation to subsidiaries not dealt with in group annual financial statements. |
| 54) | Any net income or loss arising from transactions within the group, in so far as this net income or loss may not have been realised or incurred in respect of a transaction with a person or company outside the group, shall be excluded in determining the total group net income or loss, or the interest of the holding company in the net income or loss of any subsidiary. |
| 55) | Intra-group balances shall be excluded in determining the total assets and liabilities of the group. |
| a) | Dividends declared by a subsidiary out of income accrued prior to the date on which the holding company acquired its interest(s) in the subsidiary, being pre-acquisition income so far as it is reasonably ascertainable, shall be shown separately unless- |
| i) | such holding company is itself the subsidiary of another body corporate; |
| ii) | the shares of the subsidiary were acquired from that other body corporate or a subsidiary of it; and |
| iii) | the income out of which the dividend is declared accrued after the company became a subsidiary of that other body corporate or of a subsidiary of it, |
| b) | For the purposes of establishing whether any income accrued prior to the acquisition of the shares of the subsidiary, the income or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reference to the facts, be treated as if it accrued from day to day during that year and be apportioned accordingly. |
| 57) | There shall be stated any qualifications contained in the report of the auditors of the subsidiaries on their annual financial statements and any note or saving contained in those financial statements to call attention to the matter which, apart from the note or saving, would properly have been referred to in such a qualification, note or saving, in so far as the matter which is the subject of the qualification is not covered by the holding company's own annual financial statements or the annual group financial statements. |
Group Annual Financial Statements in the form of Consolidated Financial Statements
| 58) | Subject to the provisions of paragraphs 58 to 60, inclusive, the consolidated financial statements shall combine the information contained in the separate financial statements of the holding company and of the subsidiaries dealt with in such consolidated financial statements, but with such adjustments as may be necessary fairly to present this state of affairs and the financial position as at the accounting date, and the results of operations during the accounting period of the group. |
| 59) | Subject as aforesaid, the consolidated financial statements shall, in giving the said information, comply, so far as practicable, with the requirements of this Act and this Schedule as if they were the financial statements of an actual company. |
| 60) | Section 297 of the Act (concerning the disclosure of directors' remuneration) shall not, by virtue of the requirements of paragraphs 57 to 58, apply for the purposes of consolidated financial statements. |
| 61) | In relation to any subsidiaries of the holding company not dealt with in the consolidated financial statements- |
| a) | paragraph 18 (concerning indebtedness to companies in the group), paragraph 23 (concerning interests in subsidiaries), paragraph 24 (concerning indebtedness of the holding company and fellow subsidiaries) and paragraph 31 (concerning shares, convertible instruments or debentures held by a subsidiary), shall apply for the purposes of such consolidated financial statements as if those statements were the statements of an actual company of which they were the subsidiaries; and |
| b) | there shall be annexed the information required by paragraphs 62 to 65, inclusive, in respect of subsidiaries not dealt with in group annual financial statements. |
Group Annual Financial Statements in a form other than Consolidated Financial Statements
| 62) | Where group annual financial statements are prepared in a form other than consolidated statements they shall, as far as practicable, present the same or equivalent information concerning the state of affairs and the financial position and results of operations of the group as would be contained in the consolidated financial statements, including the aggregate amounts of-- |
| a) | the excess (if any) of the cost of the shares of the subsidiaries in the group over the fair value of the identifiable net assets at the date of acquisition and the non-distributable reserve (if any) arising in consequence of the excess of the fair value of the identifiable assets at the date of acquisition over the cost of the shares of the subsidiaries: Provided that non-distributable reserves arising on the acquisition of shares in a subsidiary may be set off against any excess of cost of shares of other subsidiaries over the fair value of the identifiable net assets of such other subsidiaries. |
| b) | the holding company's share of the post-acquisition non-distributable reserves of subsidiaries; |
| c) | the net interest of outside shareholders, being shareholders other than the holding company and its subsidiaries or their nominees, in the subsidiaries in the group; and |
| d) | the interest of the holding company, in so far as it has not been disclosed in such group annual financial statements, in-- |
| i) | the accumulated distributable reserves of subsidiaries for the period after the dates on which they respectively became subsidiaries to the preceding accounting date; and |
| ii) | the net income of subsidiaries for the accounting period. |
Requirements in Respect of Subsidiaries not dealt with in Group Annual Financial Statements
| 63) | Where a subsidiary is not dealt with in group annual financial statements in terms of section 291 of the Act and the interest in such subsidiary is material in relation to the financial position or the results of the holding company, there shall be included in the annual financial statements of the holding company the information required to be stated in terms of paragraphs 63 to 65 inclusive, and, if any such information is not obtainable, the reason therefor shall be stated: Provided that this paragraph shall not apply to a holding company which is a wholly owned subsidiary of another company. |
| 64) | The reasons shall be stated why the subsidiaries or any of them are not dealt with in group annual financial statements. |
| 65) | In regard to the shareholders' equity, liabilities and assets of the subsidiaries not dealt with in annual group financial statements there shall be stated the aggregate amounts of- |
| a) | the cost of the holding company's investment in shares of subsidiaries; |
| b) | the excess (if any) of the cost of the shares of the subsidiaries over the fair value of the identifiable net assets at the date of acquisition, and the non-distributable reserve (if any) arising in consequence of the excess of the fair value of the identifiable net assets at the date of acquisition over the cost of the shares of subsidiaries: Provided that non-distributable reserves arising on the acquisition of shares in a subsidiary may be set off against any excess of cost of shares of other subsidiaries over the fair value of the identifiable net assets of such other subsidiaries: |
| c) | the holding company's share of the post-acquisition non-distributable reserves of subsidiaries: |
| d) | the interest of outside shareholders, being shareholders other than the holding company and its subsidiaries or their nominees, in the subsidiaries; |
| e) | long-term loans owing by companies in the group; |
| h) | goodwill, if any, shown in the books of the subsidiaries in so far as it has not already been absorbed in the calculation referred to in paragraph (b); and |
| i) | separately stated assets not included in subparagraphs (f), (g) and (h). |
| 66) | In regard to net income or loss and distributable reserves of the subsidiaries not dealt with in group annual financial statements, there shall be stated the aggregate interest of the holding company in- |
| a) | the accumulated distributable reserves of subsidiaries for the period from the dates on which they respectively became subsidiaries to the preceding accounting date; |
| b) | the net income and distributable reserves attributable to any shares of subsidiaries disposed of during the accounting period; |
| c) | the net income of subsidiaries for the accounting period; |
| d) | dividends paid or declared by subsidiaries during the accounting period; and |
| e) | the distributable reserves at the accounting date not dealt with in the annual financial statements of the holding company. |
