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The Secretary of State, in exercise of the powers conferred on him by section 257 of the Companies Act 1985[1] and of all other powers enabling him in that behalf, hereby makes the following Regulations: Citation, interpretation and commencement etc. 1 . - (1) These Regulations may be cited as the Companies Act 1985 (Accounts of Small and Medium-sized Companies and Minor Accounting Amendments) Regulations 1997. (2) In these Regulations "the 1985 Act" means the Companies Act 1985. (3) These Regulations -
(b) subject to paragraph (4), shall apply to annual accounts approved by the board of directors on or after that day, and to directors' and auditors' reports on such accounts.
(4) A company may, with respect to a financial year of the company ending on or before 24th March 1997, prepare and deliver to the registrar of companies such annual accounts and directors' and auditors' reports as it would have been required to prepare and deliver had the amendments to the 1985 Act effected by these Regulations not been made. 246 . - (1) Subject to section 247A, this section applies where a company qualifies as a small company in relation to a financial year. (2) If the company's individual accounts for the year -
(b) fail to comply with those provisions only in so far as they comply instead with one or more corresponding provisions of Schedule 4,
they need not comply with the provisions or, as the case may be, the remaining provisions of Schedule 4; and where advantage is taken of this subsection, references in section 226 to compliance with the provisions of Schedule 4 shall be construed accordingly.
(b) paragraph 1(3) of Schedule 6 (breakdown of aggregate amount of directors' emoluments); (c) paragraphs 2 to 5 of Schedule 6 (details of chairman's and directors' emoluments); or (d) paragraph 7 of Schedule 6 (pensions of directors and past directors).
(4) The directors' report for the year need not give the information required by -
(b) paragraph 1(2) of Schedule 7 (statement of market value of fixed assets where substantially different from balance sheet amount); (c) paragraph 6 of Schedule 7 (miscellaneous disclosures); or (d) paragraph 11 of Schedule 7 (employee involvement).
(5) Notwithstanding anything in section 242(1), the directors of the company need not deliver to the registrar any of the following, namely-
(b) a copy of the directors' report for the year; and (c) if they deliver a copy of a balance sheet drawn up as at the last day of the year which complies with the requirements of Schedule 8A, a copy of the company's balance sheet drawn up as at that day.
(6) Neither a copy of the company's accounts for the year delivered to the registrar under section 242(1), nor a copy of a balance sheet delivered to the registrar under subsection (5)(c), need give the information required by-
(b) paragraph 6 of Schedule 5 (shares of company held by subsidiary undertakings); (c) Part I of Schedule 6 (directors' and chairman's emoluments, pensions and compensation for loss of office); or (d) section 390A(3) (amount of auditors' remuneration).
(7) The provisions of section 233 as to the signing of the copy of the balance sheet delivered to the registrar apply to a copy of a balance sheet delivered under subsection (5)(c).
(b) a report prepared in accordance with subsection (4), and (c) a copy of accounts delivered to the registrar in accordance with subsection (5) or (6),
shall contain a statement in a prominent position on the balance sheet, in the report or, as the case may be, on the copy of the balance sheet, above the signature required by section 233, 234A or subsection (7), that they are prepared in accordance with the special provisions of this Part relating to small companies.
(2) For Schedule 8 to the 1985 Act there shall be substituted the provisions set out in Schedule 1 to these Regulations. 246 A. - (1) Subject to section 247A, this section applies where a company qualifies as a medium-sized company in relation to a financial year. (2) The company's individual accounts for the year need not comply with the requirements of paragraph 36A of Schedule 4 (disclosure with respect to compliance with accounting standards). (3) The company may deliver to the registrar a copy of the company's accounts for the year -
Items 1 to 5 in Format 2; Items A.1, B.1 and B.2 in Format 3; Items A.1, A.2 and B.1 to B.4 in Format 4;
(b) which does not contain the information required by paragraph 55 of Schedule 4 (particulars of turnover).
(4) A copy of accounts delivered to the registrar in accordance with subsection (3) shall contain a statement in a prominent position on the copy of the balance sheet, above the signature required by section 233, that the accounts are prepared in accordance with the special provisions of this Part relating to medium-sized companies."
Cases in which special provisions do not apply 247 A. - (1) Nothing in section 246 or 246A shall apply where -
(ii) a banking or insurance company, or (iii) an authorised person under the Financial Services Act 1986; or
(b) the company is, or was at any time during that year, a member of an ineligible group.
(2) A group is ineligible if any of its members is -
(b) an authorised institution under the Banking Act 1987, (c) an insurance company to which Part II of the Insurance Companies Act 1982 applies, or (d) an authorised person under the Financial Services Act 1986.
(3) A parent company shall not be treated as qualifying as a small company in relation to a financial year unless the group headed by it qualifies as a small group, and shall not be treated as qualifying as a medium-sized company in relation to a financial year unless that group qualifies as a medium-sized group (see section 249)."
Special auditors' report 247 B. - (1) This section applies where -
(b) the directors have not taken advantage of the exemption from audit conferred by section 249A(1) or (2), and (c) the company is not exempt by virtue of section 250 from the obligation to appoint auditors.
(2) If abbreviated accounts prepared in accordance with the relevant provision are delivered to the registrar, they shall be accompanied by a copy of a special report of the auditors stating that in their opinion -
(b) the abbreviated accounts to be delivered are properly prepared in accordance with that provision.
(3) In such a case a copy of the auditors' report under section 235 need not be delivered, but -
(b) if that report contained a statement under -
(ii) section 237(3) (failure to obtain necessary information and explanations),
the special report shall set out that statement in full.
(4) Section 236 (signature of auditors' report) applies to a special report under this section as it applies to a report under section 235.
Group accounts prepared by small company 248 A. - (1) This section applies where a small company-
(b) is preparing group accounts in respect of the same year.
(2) If the group accounts-
(b) fail to comply with those provisions only in so far as they comply instead with one or more corresponding provisions of Schedule 4,
they need not comply with the provisions or, as the case may be, the remaining provisions of Schedule 4; and where advantage is taken of this subsection, references in Schedule 4A to compliance with the provisions of Schedule 4 shall be construed accordingly.
1 . Shares in group undertakings 2 . Interests in associated undertakings 3 . Other participating interests 4 . Loans to group undertakings and undertakings in which a participating interest is held 5 . Other investments other than loans 6 . Others."
(4) The group accounts need not give the information required by the provisions specified in section 246(3).
Minor and consequential amendments
(b) in subsection (4), for paragraph (d) there shall be substituted -
(5) In section 260(6) of the 1985 Act (meaning of "participating interest" in balance sheet and profit and loss account formats)[7] after "Schedule 4," there shall be inserted "Part I of Schedule 8, Schedule 8A,".
(7) In subsection (2)(b) of section 269 of the 1985 Act (treatment of development costs), after "paragraph 20 of Schedule 4" there shall be inserted "paragraph 20 of Schedule 8".
(10) In Schedule 4A to the 1985 Act -
(b) in paragraph 19(2) (application of provisions of Schedule 4A to proportional consolidation) for "this Part" substitute "this Schedule".
(11) Paragraph 2(1) (a) in Part II of Schedule 9 to the 1985 Act (application to accounts of banking groups of individual accounts provisions)[12] is hereby repealed. Notes: [1] 1985 c. 6: section 257 was substituted by section 20 of the Companies Act 1989 (c. 40). back [2] Section 246 was substituted by section 13(1) of the Companies Act 1989 and amended by regulation 4 of S.I. 1992/2452 and regulation 7 of S.I. 1996/189. back [3] Section 247 was substituted by section 13(1) of the Companies Act 1989 and amended by regulation 5 of S.I. 1992/2452 and by regulation 8 of S.I. 1996/189. back [4] Section 248 was substituted by section 13(3) of the Companies Act 1989, and amended by regulation 9 of S.I. 1996/189. back [5] Section 249C was inserted by S.I. 1994/1935. back [6] Section 250 was inserted by section 14 of the Companies Act 1989, and amended by regulation 2 of S.I. 1992/3003, and by regulation 11 of S.I. 1996/189. back [7] Section 260 was substituted by section 22 of the Companies Act 1989, and amended by regulation 5(1) of, and paragraph 4 of Schedule 2 to, S.I. 1993/3246. back [8] Section 262A was inserted by section 22 of the Companies Act 1989 and was amended by regulation 6 of, and paragraph 3 of Schedule 2 to, S.I. 1991/2705, by regulation 5 of, and paragraph 5 of Schedule 2 to, S.I. 1993/3246, by regulation 4(2) of S.I. 1994/233, by regulation 4 of, and paragraph 3 of Schedule 1 to, S.I. 1994/1935, and by regulation 12(2) of S.I. 1996/189. back [9] Section 276(b) was amended by section 23 of, and paragraph 7 of Schedule 10 to, the Companies Act 1989. back [10] Paragraph 48 of Schedule 4 was amended by regulation 14(1) of, and paragraph 8 of Schedule 1 to, S.I. 1996/189. Schedule 9A was substituted by regulation 4 of, and Schedule 1 to, S.I. 1993/3246, and paragraph 68 of that Schedule was amended by regulation 14(7) of, and paragraph 11 of Schedule 5 to, S.I. 1996/189. back [11] Schedule 4A was inserted by section 5(2) of, and Schedule 2 to, the Companies Act 1989; paragraph 1 of Schedule 4A was amended by regulation 14(2) of, and paragraph 2 of Schedule 2 to, S.I. 1996/189. back [12] Parts I to III of Schedule 9 were inserted by regulation 5 of, and Schedule 1 to, S.I. 1991/2705, and amended by regulation 14(6) of, and Schedule 4 to, S.I. 1996/189. back [13] Schedule 9A was inserted by regulation 4 of, and Schedule 1 to, S.I. 1993/3246, and amended by regulation 14(7) of, and Schedule 5 to, S.I. 1996/189. back
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