Companies Regulations (Amendment) (Cth)
Regulation
1. Commencement
2. Prescribed stock exchanges for the purposes of sub-clause 16 (3) of Schedule 7
3. Requirements relevant to accounts and group accounts
4. Repeal and replacement of Schedule 7
SCHEDULE 7
ACCOUNTS AND GROUP ACCOUNTS
PART I—PRELIMINARY
Clause
1. Interpretation
2. Adaptation of format
3. General requirements for information specified in accounts or group accounts
4. Language and monetary values
PART II—FORMAT OF PROFIT AND LOSS ACCOUNT AND BALANCE SHEET
5. Profit and loss account—basic format
6. Balance sheet—basic format
PART III—NOTES TO THE ACCOUNTS OR GROUP ACCOUNTS
7. Application of Part
8. Profit and loss account—basic notes
9. Income tax attributable to accounting profit and to other years
10. Interest or dividends to or from related and other corporations
11. Classes
of assets, liabilities, &
12. Specified classes of assets, liabilities, &c.
13. Provisions in relation to assets
(S.R. 390/85)—Cat. No. 50/9.9.1986
TABLE OF PROVISIONS
Clause
14. Particulars of each class of share capital
15. Transfers to or from each class of reserves
16. Subdivision of certain classes of assets and liabilities
17. Debts, charges or options
18. Land held for sale or resale
19. Unearned revenue
20. Valuations supported by guarantees, warranties or indemnities
21. Commitments for expenditure
22. Contingent liabilities
23. Standby arrangements, unused credit facilities, &c.
24. Remuneration of directors
25. Payments to persons or to prescribed superannuation funds
26. Remuneration of auditors
PART IV—SPECIAL ACCOUNTING REQUIREMENTS IN RELATION TO CERTAIN CORPORATIONS
27. Schedule of debts receivable and debts payable
28. Remuneration of executives
29. Application of Division
30. Economic dependency
31. Recent valuations of interests in land and buildings
32. Superannuation commitments
33. Business undertakings
34. Interests in corporations not being subsidiaries
PART V—ADDITIONAL REQUIREMENTS IN RELATION TO GROUP ACCOUNTS
35. Group accounts not consolidated or whose grouping differs from previous accounts
36. Subsidiaries acquired or disposed of
37. Particulars in relation to subsidiaries
38. Elimination of transactions and balances
39. Form of accounts of holding company and subsidiaries
40. Divergent accounting periods
I,
THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice
of the Federal Executive Council, being advice that, as required by sub-section
577 (2) of the
Dated 18 September 1986.
N. M. STEPHEN
Governor-General
By His Excellency’s Command,
Lionel Bowen
Attorney-General
“(2) For the purposes of sub-section 269 (8) of the Act, the prescribed requirements in relation to accounts, or group accounts, of a company made out in relation to a financial year—
(a) that began before 1 January 1986 are those set out in Schedule 7 as in force immediately before 1 October 1986;
(b) that began during the period commencing on 1 January 1986 and ending immediately before 1 October 1986 are—
(i) those set out in Schedule 7 as in force immediately before 1 October 1986; or
(ii) those set out in Schedule 7 as in force on 1 October 1986,
and the directors of the company shall state in those accounts or group accounts that they have been made out in accordance with the prescribed requirements referred to in sub-paragraph (i) or (ii), as the case may be.”.
SCHEDULE 7 Regulation 57
1. (1) In this Schedule, unless the contrary intention appears—
“accounts” means profit and loss accounts and balance sheets and includes statements, reports and notes, other than auditors’ reports and directors’ reports, attached to or intended to be read with any of those profit and loss accounts or balance sheets;
“balance sheet” does not include the notes to a balance sheet;
“business undertaking” means any financial or business undertaking or scheme that is carried on by means of or through an unincorporated association, a joint venture, partnership or trust whether or not that undertaking or scheme is carried on in the Territory or elsewhere;
“charge”, in relation to a security, includes a mortgage;
“comparative financial period” in relation to—
(a) accounts of a corporation referred to in paragraph 158 (5) (b) of the Act or, where that corporation is a holding company, the group accounts prepared in accordance with that paragraph, in respect of a period of 6 months after the end of a financial year of that corporation—means the period of 6 months after the end of the immediately preceding financial year of that corporation;
(b) a set of consolidated accounts of a borrowing corporation and each guarantor corporation referred to in paragraph 158 (6) (b) of the Act in respect of a period of 6 months after the end of a financial year of the borrowing corporation—means the period of 6 months after the end of the immediately preceding financial year of that corporation; or
(c) the accounts or group accounts of any other corporation in respect of a financial period—means the immediately preceding financial period;
“current assets”, in relation to—
(a) a corporation—means cash or other assets of the corporation that would in the ordinary course of business of that corporation be consumed or converted into cash within 12 months after the end of the last financial period of that corporation; or
(b) a group of companies—means cash or other assets of each corporation in the group that would in the ordinary course of business of that corporation be consumed or converted into cash within 12 months after the end of the last financial period of that corporation;
“current liabilities”, in relation to—
(a) a corporation—means liabilities of the corporation that would in the ordinary course of business of that corporation be due and payable within 12 months after the end of the last financial period of that corporation; or
(b) a group of companies—means liabilities of each corporation in the group that would in the ordinary course of business of that corporation be due and payable within 12 months after the end of the last financial period of that corporation;
“director’s valuation”, in relation to the assets of a corporation, means a valuation that is not an independent valuation;
“financial period”, in relation to—
(a) accounts of a corporation referred to in paragraph 158 (5) (b) of the Act or, where that corporation is a holding company, the group accounts prepared in accordance with that paragraph—means the period of 6 months after the end of the financial year of that corporation;
(b) a set of consolidated accounts of a borrowing corporation and each guarantor corporation referred to in paragraph 158 (6) (b) of the Act—means the period of 6 months after the end of the financial year of the borrowing corporation; or
(c) the accounts or group accounts of any other corporation—means a financial year of the corporation;
“group accounts”, in relation to a holding company, means—
(a) a set of consolidated accounts for the group of companies of that holding company;
(b) 2 or more sets of consolidated accounts together covering that group;
(c) separate accounts for each corporation in that group; or
(d) a combination of one or more sets of consolidated accounts and one or more sets of separate accounts together covering that group;
“group of companies”, in relation to a holding company, means the holding company and the corporations that are subsidiaries of the holding company;
“holding company” means a company that is the holding company of a corporation;
“independent valuation”, in relation to a type of valuation of assets of a corporation, means a valuation made by a person—
(a) who is an expert in relation to valuations of that type; and
(b) whose pecuniary or other interests could not reasonably be regarded as being capable of affecting the person’s ability to give an unbiased opinion in relation to that valuation;
“information” includes particulars, an amount, or both;
“interest” includes discount on bills of exchange;
“profit and loss account” does not include the notes to a profit and loss account;
“remuneration” means any money, consideration or benefit but does not include—
(a) in relation to a person who is a director or executive officer of a corporation—amounts in payment or re-imbursement of out-of-pocket expenses incurred for the benefit of the corporation or any related corporation; or
(b) in relation to a person not resident in Australia who is a director of a company—emoluments received, or due and receivable, by the person from a holding company of which he or she is a director or employee and which is a corporation formed or incorporated outside Australia, being emoluments received, or due and receivable, by the person as such a director or employee;
“right or interest”, in relation to a business undertaking, means a right to participate or any interest, in any profits, assets or realisation of the undertaking, whether or not that right or interest—
(a) is enforceable;
(b) is evidenced by a formal document; or
(c) relates to a physical asset;
“the accounts” means the accounts of a company but does not include the group accounts where that company is a holding company;
“the group accounts” means the group accounts relating to a group of companies;
“the profit or loss” in relation to—
(a) a company—means the operating profit or loss and extraordinary items of the company after providing for income tax; or
(b) a group of companies—means the operating profit or loss and extraordinary items attributable to members of the holding company of the group of companies after providing for income tax.
(2) In this Schedule, unless the contrary intention appears—
(a) a reference to a requirement is a reference to a requirement of this Schedule;
(b) a reference to a class of assets or liabilities of a company or group of companies is a reference to assets or liabilities, as the case may be, that share a common nature and function in the business of that company or group of companies and includes a class of assets or liabilities, as the case may be, referred to in a sub-paragraph in sub-clause 12 (1);
(c) subject to clause 38, a reference to the assets, liabilities, share capital or reserves of a group of companies or to the provisions made by the group is a reference to the assets, liabilities, share capital or reserves, as the case may be, of each corporation in that group or to the provisions made by each such corporation, respectively;
(d) a reference to cash as a current asset includes a reference to moneys held at call with a bank or financial institution.
(3) Where—
(a) a provision of this Schedule requires a note of a matter to be included in the group accounts in relation to the profit and loss account or balance sheet forming part of those accounts;
(b) that matter relates to a corporation in the group; and
(c) 2 or more profit and loss accounts or balance sheets form part of those accounts,
the reference to the profit and loss account or balance sheet forming part of those accounts shall be read as a reference to the profit and loss account or balance sheet, as the case may be, that deals with the profit or loss or state of affairs, as the case may be, of that corporation.
(4) Unless the contrary intention appears in accounts or group accounts, an expression used in those accounts or group accounts has the same meaning as in this Schedule.
2. (1) In this clause, “prescribed requirement” means any of the following matters required in relation to accounts or group accounts, namely:
(a) a form of words;
(b) a sequence in the arrangement of 2 or more headings, sub-headings or entries;
(c) the specification of an item of information in a profit and loss account or balance sheet.
Subject to sub-clause (3), where—
(a) in the opinion of the directors of a company, having regard to the nature of the business conducted by the company; or
(b) in the opinion of the directors of a holding company of a group of companies, having regard to the nature of the business conducted by the group of companies,
any prescribed requirement would, but for this sub-clause, prevent the accounts of that company or the group accounts relating to that group of companies, as the case may be, being prepared so as to give a true and fair view of the profit or loss or state of affairs of the company, or of the group, as the case may be, in any respect, those accounts or group accounts may depart from that requirement to the extent necessary to give such a true and fair view.
A prescribed requirement to specify an item of information in a profit and loss account or balance sheet forming part of accounts or group accounts, as the case may be, may only be departed from in accordance with sub-clause (2) if that information is specified separately in a note forming part of those accounts or group accounts, as the case may be.
Where a provision of this Schedule requires any matter relating to an entry in a profit and loss account or a sub-heading in a balance sheet to be provided for in a note, that matter may be incorporated into that entry or sub-heading, as the case may be.
The provisions of this Schedule shall be read subject to this clause.
3. (1) Subject to sub-clauses (3), (4) and (5), for the purpose of making out the accounts or the group accounts in respect of a financial period, a reference in this Schedule to the specifying of information—
(a) in an entry in a profit and loss account, or in a note to that account, shall be read as a reference to the specifying of that information for that period in that entry or note, as the case may be, and the specifying of the corresponding information for the comparative financial period in that entry or note, as the case may be; and
(b) in a sub-heading in a balance sheet, or in a note to that balance sheet, shall be read as a reference to the specifying of that information as at the end of that period in that sub-heading or note, as the case may be, and the specifying of the corresponding information as at the end of the comparative financial period in that sub-heading or note, as the case may be.
Where the respective financial periods referred to in paragraph (1) (a) or (b) to be specified in the accounts or the group accounts are not equal in length, the periods covered shall be clearly indicated in those accounts or group accounts, as the case may be.
For the purpose of making out in respect of a financial period the first accounts after the incorporation of a company or the first group accounts after a company becomes a holding company, a reference in this Schedule to the specifying of information does not include the specifying of information corresponding to that information for or as at the end of the comparative financial period.
Except where sub-clause (3) applies, for the purpose of making out in respect of a financial period the first accounts or group accounts, as the case may be, in accordance with this Schedule, information relating to a matter for or as at the end of the comparative financial period is not required to be specified in those accounts or group accounts where the directors, in those accounts or group accounts, as the case may be, state in relation to that matter, or in relation to each of those matters, as the case may be, that that information cannot be so specified without unreasonable expense or delay.
Where Division 3 of Part IV applies to a company or group of companies in respect of a financial period but did not so apply in respect of the comparative financial period, for the purpose of making out the accounts or the group accounts in respect of the financial period, the information required by that Division to be included in the accounts of that company or the group accounts relating to that group is not required to be specified for or as at the end of the comparative financial period.
Where the accounts or the group accounts are required to include a note by virtue of—
(a) a provision in Division 2 of Part III—that note shall be a note to the profit and loss account;
(b) a provision in Division 3 of Part III or clause 27, 31 or 32—that note shall be a note to the balance sheet; or
(c) any other provision—that note shall be a note to the profit and loss account, or to the balance sheet,
forming part of those accounts or group accounts.
Where a provision of this Schedule requires information to be specified in a note, a note prepared for the purposes of that provision shall contain sufficient headings, cross-references or other particulars to enable the subject matter or purpose of the note to be readily identified.
4. (1) Accounts and group accounts shall be expressed in the English language.
(2) In accounts and group accounts all amounts shall be expressed in terms of Australian currency.
5. (1) Subject to this clause, the format for a profit and loss account shall be as in the following table:
Operating profit or loss
Income tax attributable to
operating profit or loss
Operating profit or loss
after income tax
Profit or loss on extraordinary items
Income tax attributable to
profit or loss on extraordinary items
Profit or loss on extraordinary items after
income tax
Operating profit or loss and
extraordinary items
after income tax
Minority interests in operating
profit or loss and extraordinary
items after income tax
Operating profit or loss and
extraordinary items after income tax
attributable to members of the
holding company
Retained profits or accumulated
losses at the beginning of the
financial year
Aggregate of amounts transferred
from reserves
Total available for appropriation
Dividends provided for or paid
Aggregate of amounts transferred
to reserves
Other appropriations
Retained profits or accumulated
losses at the end of the financial
year.
(2) Such of the words set out in the table in sub-clause (1) as are relevant shall be specified in a profit and loss account with the aggregate amount to which those words refer as an entry or part of an entry.
(3) The entries in a profit and loss account shall be set out in the same sequence as the groups of words are set out in the table in sub-clause (1).
6. (1) Subject to this clause, the format for a balance sheet shall be as in the following table:
CURRENT ASSETS
Cash
Receivables
Investments
Inventories
Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables
Investments
Inventories
Property, plant and equipment
Intangibles
Other
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Creditors and borrowings
Provisions
Other
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Creditors and borrowings
Provisions
Other
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
SHAREHOLDERS’ EQUITY
Share capital
Reserves
Retained profits or accumulated losses
Shareholders’ equity attributable to members
of the holding company
Minority shareholders’ interest in
subsidiaries
TOTAL SHAREHOLDERS’ EQUITY
(2) The headings set out in the table in sub-clause (1), to the extent that they are relevant, shall be specified in a balance sheet,
(3) Such of the words set out in the table in sub-clause (1) as are relevant and do not comprise a heading shall be specified in a balance sheet with the aggregate amount to which those words refer as a sub-heading or part of a sub-heading.
(4) Each amount specified in a balance sheet forming part of the accounts or the group accounts, as the amount of assets of the company or group, as the case may be, as at the end of a financial period shall be the aggregate of the amounts in respect of which those assets are recorded in the books of the company or of each corporation in that group, as the case may be, at the end of that period less the aggregate provided for in respect of those assets by way of depreciation, amortisation, diminution in value or doubtful debts in those books as at the end of that period.
(5) The headings and sub-headings in a balance sheet shall be specified in the same sequence as the headings and words, or groups of words, are set out in the table to sub-clause (1).
(6) For the purposes of this clause, each of the following groups of words set out in the table in sub-clause (1) is a heading;
CURRENT ASSETS
NON-CURRENT ASSETS
CURRENT LIABILITIES
NON-CURRENT LIABILITIES
SHAREHOLDERS’ EQUITY.
7. (1) Subject to sub-clause (2), this Part applies—
(a) to all companies; and
(b) to all groups of companies.
(2) An exempt proprietary company and a group of companies of which the holding company is an exempt proprietary company are subject only to clauses 19, 21, 22 and 26.
8. (1) The accounts, or the group accounts, shall include a note of—
(a) each of the following items credited as revenue in determining operating profit or loss:
(i) dividends;
(ii) interest;
(iii) material profits arising from the sale of non-current assets;
(iv) material increments arising from the revaluation of non-current assets;
(v) material transfers from provisions;
(vi) abnormal items;
(b) each of the following items charged as expense in determining operating profit or loss:
(i) interest;
(ii) bad and doubtful debts in each class of debts;
(iii) material losses arising from the sale of non-current assets;
(iv) material decrements arising from the revaluation of non-current assets;
(v) amount charged for depreciation, amortisation or diminution in value, as the case may be, of each of the following classes of assets:
(a) investments;
(b) inventories;
(c) property, plant and equipment;
(d) intangibles;
(e) assets other than assets specified in sub-sub-paragraph (a), (b), (c) or (d),
as specified in the balance sheet forming part of those accounts;
(vi) material transfers to provisions other than provisions referred to in sub-paragraph (v);
(vii) abnormal items;
(c) the following item, namely, any amount derived by the application of equity accounting included in determining the profit or loss; and
(d) each extraordinary item included in determining the profit or loss.
(2) A note referred to in sub-clause (1) shall specify particulars, and the aggregate amount, of the item, or each of the items, as the case may be, to which it relates including, in the case of the item referred to in sub-paragraph (1) (b) (v), particulars, and the aggregate amount, of each class of assets so affected.
9. (1) Where the aggregate amount provided in respect of income tax attributable to a company, or to a group of companies, in respect of a financial period differs by more than 15 per cent from the amount of income tax that would be payable in respect of that period on the income of the company or group, as the case may be, calculated by reference to its operating profit or loss and extraordinary items, the accounts of the company or group, as the case may be, shall include a note of a reconciliation of that difference.
(2) Where provision is made for the payment of income tax attributable to a company or to a corporation in a group of companies during a period that, in whole or part, is a period other than the financial period in which that provision was made, the accounts of the company or the group accounts relating to that group shall include a note specifying—
(a) the amount (if any) of that provision that is attributable to that financial period; and
(b) the amount of that provision that is attributable to any other period or periods of time.
10. Where—
(a) at any time during a financial period, or during a comparative financial period, a company was related to a corporation or corporations; and
(b) in relation to the profit and loss account of the company for that period, a note is required to include particulars and an amount relating to interest or dividends in accordance with sub-clause 8 (2),
those particulars shall include, in relation to that amount—
(c) the portion of that amount that is attributable to that corporation or to those corporations, as the case may be; and
(d) the portion of that amount that is attributable to other persons.
11. (1) For the purposes of this Schedule the assets, liabilities, share capital and reserves of a corporation, or group of companies, and the provisions made by a corporation or by a group shall each be divided, according to its nature and function in the business of the corporation or group, as the case may be, into classes.
(2) In relation to each sub-heading in a balance sheet forming part of the accounts or the group accounts, those accounts or group accounts, as the case may be, shall include a note of each of the classes included in determining the aggregate amount specified in that sub-heading.
(3) Without limiting the classes that may be included in a note in accordance with sub-clause (2) in relation to a sub-heading in the balance sheet forming part of the accounts or the group accounts, those classes shall include the classes which, in accordance with clause 12, relate to that sub-heading.
(4) A note referred to in clause 12 shall specify particulars and the aggregate amount of each class to which it relates.
12. The accounts or the group accounts shall include a note of—
(a) each of the following classes relating to receivables as current assets:
(i) trade debtors;
(ii) bills of exchange and promissory notes;
(iii) in the case of accounts of a company that acts as trustee—rights of indemnity for liabilities incurred by the company on behalf of the trust;
(iv) in the case of group accounts relating to a group of companies where a corporation in that group acts as trustee—rights of indemnity for liabilities incurred by that corporation on behalf of the trust;
(b) each of the following classes relating to investments as current assets:
(i) government and semi-government stocks and bonds;
(ii) debentures;
(iii) shares;
(iv) options in respect of shares;
(c) each of the following classes relating to inventories as current assets:
(i) raw materials and stores;
(ii) work in progress;
(iii) finished goods;
(iv) land held for resale;
(d) each of the following classes relating to receivables as non-current assets:
(i) trade debtors;
(ii) bills of exchange and promissory notes;
(iii) in the case of accounts of a company that acts as trustee—rights of indemnity for liabilities incurred by the company on behalf of the trust;
(iv) in the case of group accounts relating to a group of companies where a corporation in that group acts as trustee—rights of indemnity for liabilities incurred by that corporation on behalf of the trust;
(e) each of the following classes relating to investments as non-current assets:
(i) government and semi-government stocks and bonds;
(ii) debentures;
(iii) shares;
(iv) options in respect of shares;
(v) rights or interests in business undertakings;
(f) each of the following classes relating to inventories as non-current assets:
(i) raw materials and stores;
(ii) work in progress;
(iii) finished goods;
(iv) land held for resale;
(g) each of the following classes relating to property, plant and equipment as non-current assets:
(i) land and buildings;
(ii) plant or equipment;
(h) each of the following classes relating to intangible non-current assets:
(i) goodwill;
(ii) patents, trade marks and licences;
(j) each of the following classes relating to creditors and borrowings as current liabilities:
(i) bank overdrafts;
(ii) bank loans;
(iii) debentures;
(iv) bills of exchange and promissory notes;
(v) trade creditors;
(vi) lease liabilities;
(k) each of the following classes relating to provisions as current liabilities:
(i) dividends;
(ii) taxation;
(iii) employee entitlements;
(l) each of the following classes relating to creditors and borrowings as non-current liabilities:
(i) bank loans;
(ii) debentures;
(iii) other loans;
(iv) trade creditors;
(v) lease liabilities;
(m) the following class relating to provisions as non-current liabilities, namely, employee entitlements; and
(n) each of the following classes relating to reserves:
(i) share premium account;
(ii) capital redemption reserve;
(iii) other reserves, other than capital reserve arising on consolidation.
13. Where at the end of a financial period a provision for depreciation, amortisation, diminution in value or doubtful debts exists in the books of a company or a corporation in a group of companies in relation to a class of assets of the company or corporation, as the case may be, and that class is required to be included in a note referred to in sub-clause 11 (2), the particulars of that class required for the purposes of sub-clause 11 (4) include—
(a) the aggregate amount of that provision; and
(b) the amount representing the residue remaining after deducting from the aggregate amount referred to in sub-clause 11 (4) the aggregate amount referred to in paragraph (a).
14. (1) In relation to each class of share capital of a company other than a holding company that is required to make out group accounts, the particulars and amount required by sub-clause 11 (4) to be specified in respect of a financial period shall include—
(a) the particulars and amount, as at the end of that period, of—
(i) authorised capital;
(ii) paid-up capital;
(iii) calls in arrear;
(iv) capital upon which interest has been paid out of capital during that financial period and the rate of the interest so paid; and
(v) capital that is not capable of being called up except in the event of, and for the purposes of, the winding up of the company;
(b) in relation to unissued shares in respect of which options are outstanding—
(i) the number of those shares in that class as at the end of that period; and
(ii) the terms of issue of each class of shares referred to in sub-paragraph (i);
(c) in relation to any class of preference shares—
(i) the rate of dividend;
(ii) the amount of arrears of dividend as at the end of that period;
(iii) whether they are cumulative or non-cumulative, participating or non-participating;
(iv) whether they are to be redeemed or, at the option of the company, are liable to be redeemed; and
(v) if the preference shares are to be redeemed or at the option of the company are liable to be redeemed—the date on or before which they are to be redeemed, or are liable to be redeemed, the earliest date on which the company has power to redeem them and the amount of any premium or discount on redemption as the case may be;
(d) where, during that period, the company has issued any shares—
(i) the purposes of the issue;
(ii) the classes of shares issued;
(iii) the number of shares issued of each class; and
(iv) the terms of issue of each class of the shares; and
(e) where the company is a non-liability company, the number of shares forfeited during that period.
Sub-clause (1) applies in respect of the group accounts as if—
(a) “a company other than a holding company that is required to make out group accounts” were omitted and “a corporation in a group of companies that has been issued to persons not being members of the group” substituted;
(b) in sub-paragraph (1) (a) (i) “in the case of the holding company of that group” were inserted before “authorised capital”;
(c) in sub-paragraphs (1) (a) (v), (1) (c) (iv) and (v) and paragraph (1) (e) “the company” (wherever occurring) were omitted and “the corporation” substituted; and
(d) in paragraph (1) (d) “where, during that period, the company has issued any shares” were omitted and “in respect of such of those shares as were issued during that period” substituted.
15. The accounts or the group accounts in respect of a financial period shall include a note of material transfers to and from any class of reserves during that period.
16.(1) Where a class of assets of a corporation comprising non-current assets, inventories or investments (other than investments listed on a stock exchange specified in regulation 16 that have been recorded in the books of the corporation at market value) is required to be included in a note to a balance sheet referred to in sub-clause 11 (2) and part of that class (in this sub-clause referred to as “the designated part”) is valued otherwise than at the cost of manufacture, production or other acquisition, the particulars of that class required for the purposes of sub-clause 11 (4) include—
(a) a summary description of—
(i) the designated part, including in the case of non-current assets or investments—
(a) the year of their valuation;
(b) the basis of the valuation;
(c) whether the valuation was a director’s valuation or an independent valuation; and
(d) where that balance sheet is the first balance sheet in which reference is made to a valuation referred to in sub-sub-paragraph (C)—the name of the person who made that valuation; and
(ii) the remainder of the class;
(b) the aggregate amount of the designated part and of the remainder of the class; and
(c) where the aggregate amount of a provision relating to those assets and the aggregate amount of the residue are required to be included in that note by virtue of clause 13—each of those amounts shall be apportioned so as to indicate the amount that is attributable to the designated part and the amount that is attributable to the remainder of the class.
(2) Where a class comprising liabilities is required to be included in a note referred to in sub-clause 11 (2) and part of that class comprises liabilities secured by a charge, the particulars of that class required for the purposes of sub-clause 11 (4) include—
(a) a summary of the nature of the security; and
(b) the aggregate amount of the liabilities so secured.
(3) Where a class of assets comprising investments is required to be included in a note referred to in sub-clause 11 (2) and part of that class comprises investments listed on a stock exchange specified in regulation 16, the particulars of that class required for the purposes of sub-clause 11 (4) include—
(a) a summary description of the investments so listed; and
(b) the market value of the investments so listed calculated on the official quotation on the stock market of that exchange.
(4) Where a class comprising—
(a) bills of exchange receivable by a corporation is required to be included in a note referred to in sub-clause 11 (2) and part of that class comprises bills accepted or endorsed by a bank;
(b) interest receivable by a corporation is required to be included in a note referred to in sub-clause 11 (2) and part of that class comprises interest capitalised;
(c) a provision for income tax is required to be included in a note referred to in sub-clause 11 (2) and part of that class comprises a provision for future liability; or
(d) assets is required to be included in a note referred to in sub-clause 11 (2) and part of that class comprises capitalised lease assets,
the particulars of that class required for the purposes of sub-clause 11 (4) include—
(e) a summary description of that part; and
(f) the aggregate amount of that part.
17. (1) Where—
(a) at the end of a financial period, a company holds shares in corporations or options in respect of shares in corporations; and
(b) in relation to the balance sheet forming part of the accounts of the company as at the end of that period, a note is required to include particulars and amounts relating to those shares and options for the purposes of sub-clause 11 (4),
those particulars and amounts shall include particulars indicating the extent to which those shares or options are held—
(c) in related corporations; or
(d) in other corporations.
(2) Where—
(a) at the end of a financial period debts other than trade debts are receivable by or payable to a company (in this sub-clause referred to as “the subject company”); and
(b) in relation to the balance sheet forming part of the accounts of the subject company as at the end of that period, a note is required to include particulars and amounts relating to those debts for the purposes of sub-clause 11 (4),
those particulars and amounts shall include particulars indicating the extent to which those debts are receivable from or payable by—
(c) the holding company (if any) of the subject company; and
(d) any other related corporation.
(3) Subject to sub-clause (4), where at the end of a financial period there remains in existence a loan made, guaranteed or secured by a company, by that company and its subsidiaries (if any) or by any one or more of those subsidiaries to—
(a) a director of the company, a spouse of such a director, or a relative of such a director or spouse;
(b) a director of a related corporation, a spouse of such a director, or a relative of such a director or spouse;
(c) a trustee of a trust under which a person referred to in paragraph (a) or (b) has a beneficial interest, being a loan made to the trustee in his or her capacity as trustee; or
(d) a corporation, where a person referred to in paragraph (a) or (b) has, or 2 or more such persons together have, a direct or indirect beneficial interest in shares in the corporation the nominal value of which is not less than 10 per cent of the nominal value of the issued share capital of the corporation,
the accounts of that company in respect of that period shall include a note specifying the total amount of that loan or of all such loans.
(4) For the purposes of paragraph (3) (d), where a company makes, guarantees or secures a loan to a corporation referred to in that paragraph, a person or persons referred to in paragraph (3) (a) or (b) shall not be taken to have a beneficial interest in shares in that corporation by reason only—
(a) that the company has a relevant interest or relevant interests in shares in the corporation; and
(b) that the person or persons has or have a relevant interest or relevant interests in shares in the company.
(5) Where—
(a) at the end of a financial period, a corporation in a group of companies holds shares in corporations or options in respect of shares in such corporations being corporations not forming part of that group; and
(b) in relation to the balance sheet forming part of the group accounts relating to that group as at the end of that period, a note is required to include particulars and amounts relating to those shares and options for the purposes of sub-clause 11 (4),
those particulars and amounts shall include particulars indicating the extent to which those shares or options are held—
(c) in related corporations; or
(d) in other corporations.
(6) Where—
(a) at the end of a financial period debts other than trade debts are receivable by or payable to a corporation in a group of companies (in this sub-clause referred to as “the subject corporation”); and
(b) in relation to the balance sheet forming part of the group accounts relating to that group as at the end of that period, a note is required to include particulars and amounts relating to those debts for the purposes of sub-clause 11 (4),
those particulars and amounts shall include particulars indicating the extent to which those debts are receivable from or payable by—
(c) the holding company (if any) of the subject corporation; and
(d) any other related corporation.
(7) Subject to sub-clause (8), where at the end of a financial period there remains in existence a loan made, guaranteed or secured by a corporation in a group of companies to—
(a) a director of the corporation, a spouse of such a director, or a relative of such a director or spouse;
(b) a director of a related corporation, a spouse of such a director, or a relative of such a director or spouse;
(c) a trustee of a trust under which a person referred to in paragraph (a) or (b) has a beneficial interest being a loan made to the trustee in his or her capacity as trustee; or
(d) a corporation, where a person referred to in paragraph (a) or (b) has, or 2 or more such persons together have, a direct or indirect beneficial interest in shares in the corporation the nominal value of which is not less than 10 per cent of the nominal value of the issued share capital of the corporation,
the group accounts relating to that group in respect of that period shall include a note specifying the total amount of that loan or of all such loans.
(8) For the purposes of paragraph (7) (d), where a corporation makes, guarantees or secures a loan to a corporation referred to in that paragraph, a person or persons referred to in paragraph (7) (a) or (b) shall not be taken to have a beneficial interest in shares in the corporation so referred to by reason only—
(a) that the first-mentioned corporation has a relevant interest or relevant interests in shares in the corporation so referred to; and
(b) that the person or persons has or have a relevant interest or relevant interests in shares in the first-mentioned corporation.
18. (1) Where land is held for sale or resale by a company or by a corporation in a group of companies, the accounts or the group accounts, as the case may be, shall include a note of—
(a) the aggregate cost of acquiring that land;
(b) the aggregate amount of any expenses involved in developing that land (including the cost of any surveys, roads, or drainage or any other development expense relating to that land) that have been capitalised; and
(c) the aggregate amount of any rates, taxes, interest or other amounts relating to that land that have been capitalised.
(2) In sub-clause (1), “land” includes an interest in land.
19. Where a balance sheet forming part of the accounts or the group accounts specifies a class of receivables, no part of those receivables that comprises unearned revenue shall be included in an estimate of the gross amount of those receivables unless the amount of that unearned revenue is shown as a deduction from that estimated amount.
20. Where the valuation at which an asset included in a class specified in a balance sheet forming part of the accounts or group accounts as at the end of a financial period is supported by the existence of a guarantee, warranty or indemnity and there is a material difference between—
(a) the estimated realisable value of the asset as at the end of that period; and
(b) the amount at which the asset is shown in the books of the company or of the corporation, as the case may be, at that time,
those accounts or group accounts, as the case may be, shall include a note of—
(c) the nature of the asset;
(d) the amount at which the asset is so shown in the books;
(e) the estimated realisable value of the asset if its value were not supported by the existence of a guarantee, warranty or indemnity;
(f) the terms of the guarantee, warranty or indemnity; and
(g) the identity of the other party or parties to the guarantee, warranty or indemnity.
21. (1) For the purposes of this clause—
(a) capital expenditure contracted for;
(b) lease and hire expenditure contracted for; and
(c) each type of commitment for expenditure, according to its subject matter, other than commitments referred to in paragraph (a) or (b) or commitments for the supply of inventories,
each comprise separate types of commitments for expenditure.
(2) Where a balance sheet forming part of the accounts or the group accounts as at the end of a financial period does not include commitments for expenditure and a type of commitment for expenditure that existed at the end of that period was material, those accounts or group accounts shall include a note specifying separately the aggregate amount of that type of commitment for expenditure that is payable—
(a) not later than one year;
(b) later than one year but not later than 2 years;
(c) later than 2 years but not later than 5 years; and
(d) later than 5 years,
after the end of that financial period.
22. (1) The accounts as at the end of a financial period shall include a note specifying, so far as practicable, the total amount, or an estimate of the total amount, of any contingent liabilities of the company as at the end of that period where that amount is material.
(2) A note specifying an amount of contingent liabilities in accordance with sub-clause (1) shall indicate how much of that amount arises in respect of each of the following categories:
(a) the company;
(b) related corporations (if any);
(c) corporations (if any) the management or operating policies of which can be significantly influenced by the company or by a related corporation;
(d) business undertakings (if any) the management or operating policies of which can be significantly influenced by the company or by a related corporation or in which the right or interest of the company or a related corporation is material; and
(e) other persons,
and give particulars, in respect of each of those categories, of those liabilities.
(3) The group accounts as at the end of a financial period shall include a note specifying in respect of each corporation in the group, so far as practicable, the total amount, or an estimate of the total amount, of any contingent liabilities of that corporation as at the end of that period where that amount is material to that corporation.
(4) A note specifying an amount of contingent liabilities of a corporation in a group of companies (in this sub-clause referred to as “the subject corporation”) in accordance with sub-clause (3) shall indicate how much of that amount arises in respect of each of the following categories:
(a) the subject corporation;
(b) a related corporation (if any) of the subject corporation not being a corporation in that group;
(c) corporations (if any), other than corporations referred to in paragraphs (a) and (b), the management or operating policies of which can be significantly influenced by the subject corporation or by a related corporation of the subject corporation;
(d) business undertakings (if any) the management or operating policies of which can be significantly influenced by the subject corporation or by a related corporation of the subject corporation or in which the right or interest of the corporation or a related corporation of the corporation is material; and
(e) other persons,
and give particulars, in respect of each of those categories, of those liabilities.
(5) Subject to sub-clause (6), the amount and particulars in respect of a category referred to in sub-clause (2) or (4) may be expressed in aggregate terms.
(6) Where the contingent liabilities in a category differ substantially in nature, the information specified in respect of that category shall be sufficient to enable the amount and nature of those liabilities to be distinguished.
23. (1) In this clause, “corporation to which this clause applies” means a company to which this Part applies or a corporation in a group of companies that is—
(a) a borrowing corporation;
(b) a guarantor corporation; or
(c) a corporation to which the
Financial Corporations Act 1974 applies.
(2) For the purposes of this clause, each of the following is a type of financing arrangement:
(a) credit standby arrangements;
(b) loan rollover facilities; or
(c) financing arrangements other than those referred to in paragraph (a) or (b).
(3) Where at the end of a financial period a corporation to which this clause applies has access to or provides one or more financing arrangements, the accounts or, where the corporation is a corporation in a group of companies, the group accounts relating to that group, in respect of that period, shall include a note specifying in respect of that financing arrangement or all financing arrangements of the same type, as the case may be—
(a) its or their nature;
(b) the amount or the aggregate amount, as the case may be, of finance that is so accessible or is so provided;
(c) a summary of restrictions as to its or their use or withdrawal; and
(d) in the case of a credit standby arrangement or arrangements—the aggregate amount of credit unused.
24. (1) The accounts of a company shall include a note indicating the name of each of its directors and, in respect of each director, the amount representing the total of—
(a) all remuneration in connection with the management of affairs of the company or of any related corporation whether as a director or otherwise;
(b) all payments by way of brokerage or commission in consideration of—
(i) subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in or debentures of, the company or any related corporation; or
(ii) procuring, or agreeing to procure subscriptions, whether absolute or conditional, for shares in or debentures of, the company or any related corporation; and
(c) all bonuses, commissions and salaries,
received, or due and receivable, by that director, directly or indirectly, from the company or from any related corporation.
(2) The group accounts relating to a group of companies shall include a note of the amount representing the total of—
(a) all remuneration in connection with the management of affairs of the group of companies or of any related corporation whether as a director or otherwise;
(b) all payments by way of brokerage or commission in consideration of—
(i) subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in or debentures of, a corporation in that group or any related corporation; or
(ii) procuring, or agreeing to procure subscriptions, whether absolute or conditional, for shares in or debentures of, a corporation in that group or any related corporation; and
(c) all bonuses, commissions and salaries,
received, or due and receivable, by all the directors of each corporation in that group, directly or indirectly, from the respective corporations of which they are directors or from any related corporation.
25. (1) Subject to sub-clause (2), where during a financial period—
(a) a company or an associate gave a prescribed benefit to a person, or to a prescribed superannuation fund, in connection with the retirement of a person from a prescribed office in relation to the company, the accounts of the company; or
(b) a corporation in a group of companies or an associate gave a prescribed benefit to a person, or to a prescribed superannuation fund, in connection with the retirement of a person from a prescribed office in relation to the company or one of its subsidiaries, the group accounts relating to that group,
shall include a note specifying particulars and the amount of that payment.
(2) The particulars referred to in sub-clause (1) relating to the accounts or the group accounts may be specified in summary form in those accounts or group accounts, as the case may be, where the directors, having regard to the number of persons to whom those particulars would relate and the nature of those particulars, state in those accounts or group accounts, as the case may be, that the provision of full particulars would be unreasonable.
(3) Unless the contrary intention appears in this clause, an expression used in this clause has the same meaning as in section 233 of the Act.
26. (1) The accounts shall include a note of the amount representing the total of all remuneration in connection with—
(a) auditing the accounts; and
(b) other services of a material nature provided to the company,
received, or due and receivable, by the auditor directly or indirectly, from the company or from any related corporation.
(2) The group accounts shall include a note of each amount (where applicable) that represents the total of all remuneration received, or due and receivable, by the auditor directly or indirectly, from a corporation in the group or from any related
corporation in connection with the category of services represented by one of the following paragraphs:
(a) auditing the accounts and group accounts of the holding company and the accounts of each of its subsidiaries;
(b) other services of a material nature provided to the holding company and each of its subsidiaries.
(3) The note referred to in sub-clause (2) shall—
(a) where a portion of the remuneration in a category referred to in that sub-clause has not been received, or is not due and receivable, by the auditor of the holding company, indicate separately the amount of that portion; or
(b) where the total of all remuneration in connection with the category of services referred to in paragraph (2) (b), has not been so received, or is not so due and receivable, indicate separately that fact.
(4) In this clause, “auditor”, in relation to a company, means—
(a) a person who has or shares; or
(b) a member of a firm which has or shares,
the duty of making to the members of that company the report or reports required by sub-section 285 (1) of the Act on the accounts or group accounts of that company.
27. (1) The accounts of a borrowing corporation or guarantor corporation in respect of a financial period shall include, in relation to the balance sheet, a note containing a schedule setting out, separately, estimates of—
(a) debts receivable; and
(b) debts payable,
shown in that balance sheet that are receivable or payable, as the case requires—
(c) not later than one year;
(d) later than one year but not later than 2 years;
(e) later than 2 years but not later than 5 years; and
(f) later than 5 years,
after the end of that financial period.
(2) Sub-clause (1) applies in respect of the consolidated accounts required by sub-section 158 (6) of the Act as if the reference in that sub-clause to the accounts of a borrowing corporation or guarantor corporation were a reference to those consolidated accounts.
28. (1) The accounts of a listed corporation shall include a note indicating—
(a) the names of the 5 most highly remunerated executive officers of the corporation; and
(b) the amount representing the total of all remuneration in connection with the management of affairs of the corporation, whether as executive officers or otherwise, received, or due and receivable, by those officers, directly or indirectly from the corporation.
(2) The group accounts relating to a group of companies of which a listed corporation is the holding company shall include a note indicating—
(a) of all executive officers of the group—the names of the 5 most highly remunerated officers; and
(b) the amount representing the total of all remuneration in connection with the management of affairs of the group or of any related corporation, whether as executive officers or otherwise, received, or due and receivable, by those officers, directly or indirectly from any corporation in the group or from any corporation.
29. (1) Subject to sub-clause (2) this Division applies—
(a) to a company, or to a group of companies, in respect of a financial period (in this paragraph referred to as “the initial period”) and the immediately following financial period where at the end of the financial period immediately preceding the initial period, the company, or the holding company of that group, as the case may be, was—
(i) a listed corporation; or
(ii) a borrowing corporation; and
(b) to a company or to a group of companies, where that company or the holding company of that group, as the case may be, was a company other than a listed corporation, a borrowing corporation, or an exempt proprietary company, in respect of a financial period (in this paragraph referred to as “the initial period”) and the immediately following financial period where—
(i) at the end of the financial period immediately preceding the initial period the gross assets of that company or group, as the case may be, exceeded $10,000,000; or
(ii) during the financial period immediately preceding the initial period the gross operating revenue of that company or group, as the case may be, exceeded $20,000,000.
(2) This Division does not apply to or in relation to a corporation referred to in paragraph (1) (a) or (b) that is a wholly-owned subsidiary of another corporation incorporated in the Territory or in a participating State or participating Territory.
30. (1) Where—
(a) the normal trading activities of a company depend upon a significant volume of business with another party; and
(b) that dependency exists during all or part of a financial period,
the accounts of the company in respect of that period shall include a note disclosing and explaining the nature of that dependency.
(2) Where—
(a) the normal trading activities of a corporation in a group of companies depends upon a significant volume of business with another party and those activities are material in relation to the trading activities of the group; and
(b) that dependency exists during all or part of a financial period,
the group accounts relating to that group in respect of that period shall include a note disclosing and explaining the nature of that dependency.
31. (1) In this clause—
“current value”, in relation to an interest in land or buildings for the purpose of accounts or group accounts in respect of a financial period, means the most recent valuation made within the last 3 years before the end of that financial period;
“interest in land or buildings” means—
(a) freehold, strata title or rights to occupy land conferred by shares in a corporation;
(b) leasehold interests in land for a term exceeding 20 years; or
(c) any other interest conferring a right to reside on or otherwise occupy land,
but does not include—
(d) interests referred to in paragraphs (a), (b) and (c) held for sale or resale;
(e) a mere licence to occupy land; or
(f) rights for the purpose of mining or otherwise for the extraction of materials from land.
(2) Where—
(a) at the end of a financial period the assets of a company or group of companies include interests in land and buildings; and
(b) the value at which those assets are shown in accordance with clause 16 is not the current value,
the accounts of a company or the group accounts relating to that group, as the case may be, in respect of that period shall include a note specifying the current values of those interests as at the end of that period.
(3) The values required by sub-clause (2) in relation to 2 or more assets may be specified in the form of a single aggregate figure where both or all of those assets, as the case may be—
(a) have been valued in the same year and on the same basis; and
(b) are the subject of the same type of valuation, being a director’s valuation or an independent valuation.
(4) Sub-clause (2)—
(a) shall not apply to or in relation to the accounts or group accounts of a company before the commencement of the third financial year of that company commencing on or after the date of commencement of this clause; and
(b) applies to and in relation to the accounts or group accounts of a company in respect of that third financial year and each successive financial year of that company.
32. (1) In this clause, “corporation”, means a company or a corporation in a group of companies.
(2) Where at the end of a financial period there is in existence a superannuation or retirement benefit plan established or sponsored by a corporation, or in which the corporation participates, the accounts of the corporation or, where the corporation is in a group of companies, the group accounts relating to that group shall include a note—
(a) specifying that the plan exists;
(b) specifying the principal type of benefit provided for under the plan;
(c) specifying the basis of contributions to the plan;
(d) specifying whether the corporation is obliged to contribute to the plan and, where the corporation has such an obligation, whether it is legally enforceable;
(e) specifying the date of the last actuarial assessment (if any) of the plan and the name and qualifications of the actuary who made that assessment;
(f) subject to sub-clause (3), indicating that funds are or are not available, as the case may be, for the purposes of the plan to satisfy all benefits that would have been vested under the plan in the event of—
(i) termination of the plan;
(ii) voluntary termination of the employment of each employee of the corporation on the initiative of that employee; or
(iii) compulsory termination of the employment of each employee of the corporation by the corporation;
(g) where in accordance with paragraph (f) the note indicates that funds are not available—subject to sub-clause (3), specifying particulars of the deficiency; and
(h) where the calculation required in order to indicate in accordance with paragraph (f) whether funds are or are not available is not made in respect of the last day of that period—specifying the day in respect of which that calculation was made.
(3) Where 2 or more corporations participate in a plan referred to in sub-clause (2), in respect of each of those corporations that is not related to the other participating corporation or corporations, as the case may be, the information required by paragraphs (2) (f) and (g) need only be given to the extent of that corporation’s participation in the plan.
(4) For the purposes of the calculations required in order to indicate in accordance with sub-paragraphs (2) (f) (ii) and (iii) whether funds are or are not available in respect of a plan established or sponsored by a corporation or in which a corporation participates, regard shall be had to benefits payable to a former employee of the corporation who is receiving benefits under the plan or, where an employee or former employee of the corporation has died and his or her surviving dependant is receiving benefits under the plan, such a dependant.
33. (1) Where at the end of a financial period a company has a right or interest in a business undertaking that is material to the company the accounts of that company, in respect of that period, shall include a note specifying—
(a) the nature of that right or interest;
(b) where that undertaking is carried on by means of or through an unincorporated association, joint venture, partnership or trust that has a name—that name;
(c) the principal activities carried on during that period in the course of that undertaking;
(d) the amount and the percentage of that right or interest in that undertaking;
(e) the method of accounting used to record that right or interest;
(f) the contribution of that undertaking to the profit or loss of the company; and
(g) the value of products or services or products and services directly received by the company from that undertaking after allowing for costs incurred by the company in receiving those products or services.
(2) Where at the end of a financial period a company or a subsidiary of that company has rights or interests in more than one business undertaking none of which rights or interests are material to the company individually but in aggregate are material to the company, the accounts of that company in respect of that period shall include a note specifying in summary form—
(a) the principal activities carried on during that financial period in the course of those undertakings;
(b) the methods of accounting used to record those rights or interests, and in respect of each of those methods, the amount at which those rights or interests are recorded in the books of the company;
(c) the aggregate contribution of those undertakings to the profit or loss of the company; and
(d) the aggregate value of products or services or products and services directly received by the company from those undertakings after allowing for costs incurred by the company in receiving those products or services.
(3) Where at the end of a financial period—
(a) a corporation in a group of companies has a right or interest in a business undertaking that is material to that group; or
(b) 2 or more corporations in that group have rights or interests in a business undertaking that in aggregate are material to that group,
the group accounts relating to that group in respect of that period shall include a note specifying—
(c) the nature of that right or interest;
(d) where that undertaking is carried on by means of or through an unincorporated association, joint venture, partnership or trust that has a name—that name;
(e) the principal activities carried on during that period in the course of that undertaking;
(f) the amount and the percentage of that right or interest in that undertaking;
(g) the method of accounting used to record that right or interest;
(h) the contribution of that undertaking to the profit or loss of that group; and
(j) the value of products or services directly received by the corporation from that undertaking after allowing for costs incurred by the corporation in receiving those products or services.
(4) Where at the end of a financial period a corporation in a group of companies has rights or interests in more than one business undertaking none of which rights or interests are material to the group individually but in aggregate are material to the group, the group accounts relating to that group in respect of that period shall include a note specifying in summary form—
(a) the principal activities carried on during that financial period in the course of those undertakings;
(b) the methods of accounting used to record those rights or interests, and in respect of each of those methods, the amount at which those rights or interests are recorded in the books of the corporation;
(c) the aggregate contribution of those undertakings to the profit or loss of the group; and
(d) the aggregate value of products or services directly received by the group from those undertakings after allowing for costs incurred by the group in receiving those products or services.
34. (1) In this clause, “interest” includes shares in a corporation, convertible notes issued by a corporation and loans and advances made to a corporation.
(2) Subject to sub-clause (3), where at the end of a financial period a company had an interest in a corporation, not being a subsidiary of the company, that was material to the company, the accounts of that company in respect of that financial period shall include a note, in relation to that corporation, specifying particulars of—
(a) its name;
(b) its principal activities;
(c) the percentage of each class of its issued shares that are held by the company;
(d) its separate contribution to the profit or loss of the company; and
(e) the amount of that interest at the end of that period showing separately—
(i) the aggregate amount of that interest in—
(a) any shares in the corporation; and
(b) any convertible notes in the corporation; and
(ii) the amount of any loans or advances to the corporation.
(3) For the purposes of sub-clause (2)—
(a) in determining whether or not an interest is material; or
(b) in showing the amount of any loans or advances made to a corporation, any inter-company loans and advances shall not be set off against each other.
(4) This clause applies in respect of the group accounts relating to a group of companies as if—
(a) in sub-clause (2) all the words from and including “a company” to and including “that company” were omitted and “a corporation or corporations in a group of companies had an interest in a corporation (in this sub-clause referred to as ‘the subject corporation’), not being a related corporation, that was material to the group, the group accounts relating to that group” substituted;
(b) in sub-clause (2) “that corporation” were omitted and “the subject corporation” substituted;
(c) in paragraph (2) (c) “company” were omitted and “corporation or corporations in the group” substituted;
(d) in paragraph (2) (d) “company” were omitted and “group” substituted; and
(e) in sub-paragraphs (2) (e) (i) and (ii) “subject” were inserted before “corporation” (wherever occurring).
35. The group accounts shall be accompanied by a note specifying—
(a) where the group accounts are prepared otherwise than as one set of consolidated accounts covering the group—
(i) the reasons why the preparation of one such set of consolidated accounts is impracticable or why it is preferable for the group accounts to be in the form in which they are prepared, as the case may be; and
(ii) the extent to which the group accounts are significantly affected by transactions and balances between the corporations covered by those accounts, other than to the extent stated in any notes to those accounts;
(b) where the group accounts of a holding company in respect of a financial period include accounts whose grouping differs from the grouping of the accounts included in the group accounts of that company in respect of the immediately preceding financial period, the first-mentioned group accounts shall, except where they have been prepared as one set of consolidated accounts, include a notice containing a statement by the directors of the company specifying the nature of the grouping of those accounts that so differs and the reasons for that difference.
36. (1) Where during a financial period a subsidiary has been acquired by a company or by a corporation in a group of companies, the group accounts of that company or
that relate to that group, as the case may be, in respect of that period shall include a note specifying in relation to each subsidiary so acquired—
(a) its name;
(b) the proportion of shares acquired in the subsidiary;
(c) the consideration for those shares; and
(d) the fair value of its net tangible assets at the time of that acquisition.
Where during a financial period a subsidiary has been disposed of by a company or by a corporation in a group of companies, the group accounts of that company or that relate to that group, as the case may be, in respect of that period, shall include a note specifying in relation to each subsidiary so disposed of—
(a) its name;
(b) the operating profit or loss and extraordinary items attributable to members of the holding company arising on disposal of that subsidiary;
(c) the fair value of its net tangible assets at the time of that disposal; and
(d) the remaining interest (if any) held in it by a corporation or corporations in that group.
37. (1) In this clause “share” means a share in the issued share capital of a corporation (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).
(2) The group accounts of a holding company in respect of a financial period shall include a note specifying in relation to each subsidiary of the company—
(a) particulars of—
(i) its name;
(ii) its country of formation or incorporation; and
(iii)its relationship with other corporations in the group of companies,
as at the end of that financial period;
(b) the amount of its contribution to the profit or loss of the group of companies during that period;
(c) if its financial year differs from that of the holding company—particulars of its financial year; and
(d) if any of its business was carried on during that period in a country outside Australia—the name of that country.
(3) In respect of a subsidiary that has issued share capital, the particulars referred to in sub-paragraph (2) (a) (iii) shall include, in relation to the shares held in the subsidiary by the holding company and each other corporation in the group of companies—
(a) the amount at which the shares so held are recorded in the books of that corporation; and
(b) the percentage of the shares so held in relation to all the shares of the subsidiary.
38. (1) In the preparation of consolidated accounts, any transactions and balances between corporations covered by those accounts shall be eliminated, as appropriate, in determining the amounts to be stated in those accounts.
(2) Without limiting the effect that sub-clause (1) would otherwise have, that sub-clause applies in relation to the matters provided for by clauses 17, 22 and 23.
39. (1) Subject to sub-clause (2), where the group accounts of a holding company include separate accounts for one of its subsidiaries, the accounts of the subsidiary shall, as far as practicable, be in the same form as the accounts of the holding company.
(2) In the case of a subsidiary that is incorporated outside the Territory, it is sufficient compliance with the provisions of sub-clause (1) if the accounts of the subsidiary—
(a) are in such form;
(b) are reported on by an auditor in such manner;
(c) contain such particulars; and
(d) include or are accompanied by such documents (if any),
as is or are required by the law of the place in which it is formed or incorporated being the law concerning accounts to be laid before the subsidiary in a general meeting.
40. A reference in this Schedule to a financial period in relation to group accounts of a holding company is, where the financial period of any one or more of the corporations in the group of companies does not end on the date on which the financial period of the holding company ends, a reference to the financial period of the holding company and the financial period of each other corporation in the group of companies that does not end on that date.
1.
Notified in the
2. Statutory Rules 1982 No. 120 as amended by 1982 No. 121; 1983 Nos. 214, 215 and 316; 1984 No. 246; 1985 No. 228; 1986 Nos. 83, 136 and 152.
Printed by Authority by the Commonwealth Government Printer
0
0
0