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1986 No. 247 COMPANIES REGULATIONS (AMENDMENT) - SCHEDULE 7
SCHEDULE 7
Regulation 57
ACCOUNTS AND GROUP ACCOUNTS
PART I-PRELIMINARY Interpretation
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 extra-ordinary items
of the company after providing for income tax; or
(b) a group of companies-means the operating profit or loss and
extra-ordinary 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. Adaptation of format
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.
(2) 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.
(3) 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.
(4) 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.
(5) The provisions of this Schedule shall be read subject to this clause.
General requirements for information specified in accounts or group accounts
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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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. Language and
monetary values
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.
PART II-FORMAT OF PROFIT AND LOSS ACCOUNT AND BALANCE SHEET Profit and loss
account-basic format
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 extra-ordinary
items
Income tax attributable to
profit or loss on
extra-ordinary
items
Profit or loss on
extra-ordinary
items after
income tax
Operating profit or loss and
extra-ordinary items
after income tax
Minority interests in operating
profit or loss and extra-ordinary
items after income tax
Operating profit or loss and
extra-ordinary 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).
Balance sheet-basic format
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.
PART III-NOTES TO THE ACCOUNTS OR GROUP ACCOUNTS
Division 1-Preliminary Application of Part
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.
Division 2-Notes relating to the profit and loss account Profit and loss
account-basic notes
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 extra-ordinary 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. Income tax attributable to accounting profit and
to other years
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 extra-ordinary 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. Interest or dividends to or from related and other
corporations
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.
Division 3-Notes relating to the balance sheet
Subdivision A-Classes of assets, &c. Classes of assets, liabilities, &c.
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. Specified classes of
assets, liabilities, &c.
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. Provisions in relation to assets
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).
Subdivision B-Special requirements in relation to certain classes of items
Particulars of each class of share capital
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.
(2) 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. Transfers to or
from each class of reserves
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. Subdivision of certain classes of assets and liabilities
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. Debts, charges or options
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. Land held for
sale or resale
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. Unearned revenue
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. Valuations supported by guarantees, warranties or
indemnities
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.
Subdivision C-Commitments, &c., not otherwise included Commitments for
expenditure
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. Contingent
liabilities
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. Standby arrangements, unused credit facilities, &c.
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.
Division 4-Other notes to be included in the accounts or group accounts
Remuneration of directors
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. Payments to persons or
to prescribed superannuation funds
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. Remuneration
of auditors
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.
PART IV-SPECIAL ACCOUNTING REQUIREMENTS IN RELATION TO CERTAIN CORPORATIONS
Division 1-Borrowing and guarantor corporations Schedule of debts receivable
and debts payable
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.
Division 2-Listed corporations Remuneration of executives
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 related corporation. Division
3-Certain companies including listed corporations and borrowing
corporations Application of Division
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. Economic dependency
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. Recent valuations of interests in land and buildings
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. Superannuation commitments
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. Business undertakings
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. Interests in
corporations not being subsidiaries
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).
PART V-ADDITIONAL REQUIREMENTS IN RELATION TO GROUP ACCOUNTS Group accounts
not consolidated or whose grouping differs from previous accounts
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. Subsidiaries acquired or disposed of
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.
(2) 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 extra-ordinary 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. Particulars in relation to subsidiaries
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. Elimination of transactions and balances
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. Form of accounts of holding company and subsidiaries
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. Divergent accounting periods
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.
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