1964_COMPANIES_ORDINANCE — Page 12

122

CAP. 32]

Companies

[1984 Ed.

Form of group

accounts.

1948 c. 38, s. 151.

(a) group accounts shall not be required where the company is at the end of its financial year the wholly owned subsidiary of another body corporate; and (Amended, 6 of 1984, s.88)

(b) group accounts need not deal with a subsidiary of the

company if the company's directors are of opinion that-

(i) it is impracticable, or would be of no real value to members of the company, in view of the insignificant amount involved, or would involve expense or delay out of proportion to the value to members of the company; or

(ii) the result would be misleading, or harmful to the business of the company or any of its subsidiaries; or

(iii) the business of the holding company and that of the subsidiary are so different that they cannot reasonably be treated as a single undertaking;

and, if the directors are of such an opinion about each of the company's subsidiaries, group accounts shall not be required:

Provided that the approval of the Financial Secretary shall be required for not dealing in group accounts with a subsidiary on the ground that the result would be harmful or on the ground of the difference between the business of the holding company and that of the subsidiary.

(3) If any person being a director of a company fails to take all reasonable steps to secure compliance as respects the company with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for 6 months and to a fine of $10,000:

Provided that-

(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the requirements of this section were com- plied with and was in a position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for an offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

(4) For the purposes of this section a body corporate shall be deemed to be the wholly owned subsidiary of another if it has no members except that other and that other's wholly owned subsidiar- ies and its or their nominees.

(Replaced, 80 of 1974, s. 12)

125. (1) Subject to subsection (2), the group accounts laid before a holding company shall be consolidated accounts com- prising-