European Communities (Companies 1992

• Jurisdiction: Ireland
• Citation: IR SI 201/1992
• Year: 1992

S.I. No. 201 of 1992.
EUROPEAN COMMUNITIES (COMPANIES: GROUP ACCOUNTS) Regulations, 1992.
I, DESMOND O'MALLEY, Minister for Industry and Commerce, in exercise of the powers conferred on me by section 3 of the European Communities Act, 1972 (No. 27 of 1972), and for the purpose of giving effect to the provisions of Council Directive No. 83/349/EEC of 13 June, 1983(1) hereby make the following Regulations:
PRELIMINARY AND GENERAL
	1 Citation, commencement and construction.	1. (1) These Regulations may be cited as the European Communities (Companies: Group Accounts) Regulations, 1992.
(2) These Regulations shall be construed as one with the Companies Acts, 1963 to 1990.
	2 Application.	2. These Regulations shall apply to group accounts and directors' reports for financial years beginning on or after the 1st day of September, 1992.
	3 Interpretation.	3. (1) In these Regulations, unless the context otherwise requires—
"associated undertaking" has the meaning assigned to it by Regulation 34;
"the Directive" means EEC Council Directive 83/349/EEC;
"directors' report" is the report referred to in Regulation 37;
"group accounts" has the meaning assigned to it by Regulation 13;
"Member State" means a State which is a member of the European Communities;
"the Minister" means the Minister for Industry and Commerce;
(1)O.J. No. L193, 18-7-1983 PP. 1-17
"parent undertaking" means an undertaking that has one or more subsidiary undertakings;
"participating interest" has the meaning assigned to it by Regulation 35;
"the Principal Act" means the Companies Act, 1963 ;
"an undertaking" means a body corporate, a partnership, or an unincorporated body of persons engaged for gain in the production, supply or distribution of goods, the provision of a service or the making or holding of investments;
"undertakings dealt with in the group accounts" shall be construed as a reference to the parent undertaking drawing up the group accounts together with any subsidiary undertakings of that parent dealt with in the group accounts (excluding any undertakings dealt with in the group accounts in accordance with Regulation 32) ;
"the 1986 Act" means the Companies (Amendment) Act, 1986 ;
"the 1990 Act" means the Companies Act, 1990 .
(2) In these Regulations, a reference to the directors of a company shall be construed, in the case of an undertaking which does not have a board of directors, as references to the corresponding persons appropriate to such an undertaking.
(3) In these Regulations, unless the context otherwise requires, a reference to a Regulation is to a Regulation of these Regulations, a reference to a paragraph is to the paragraph of the Regulation and a reference to a subparagraph is to the subparagraph of the paragraph, in which the reference occurs.
(4) In these Regulations, a reference to voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.
(5) In these Regulations, in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, the references to holding a majority of the voting rights in an undertaking shall be construed as references to having the right under the constitution of the undertaking to direct the overall policy of the undertaking or to alter the terms of its constitution.
	4 Subsidiary undertaking.	4. (1) For the purposes of these Regulations, an undertaking shall be deemed to be a subsidiary of another, if but only if—
( a ) that other—
(i) holds a majority of the shareholders' or members' voting rights in the undertaking, or
(ii) is a shareholder or member of it and controls the composition of its board of directors, or
(iii) is a shareholder or member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the shareholders' or members' voting rights; or
( b ) that other has the right to exercise a dominant influence over it—
(i) by virtue of provisions contained in its memorandum or articles, or
(ii) by virtue of a control contract; or
( c ) that other has a participating interest in it and—
(i) that other actually exercises a dominant influence over it, or
(ii) that other and the subsidiary undertaking are managed on a unified basis; or
( d ) the undertaking is a subsidiary of any undertaking which is that other's subsidiary undertaking.
(2) In determining whether one undertaking controls the composition of the board of directors of another for the purposes of paragraph 1 (a) (ii), subsection (2) of section 155 of the Principal Act shall apply to undertakings subject to these Regulations as it applies to companies subject to that section.
(3) For the purposes of paragraph (1) (a)—
( a ) subject to paragraphs (c) and (d), any shares held or power exercisable—
(i) by any person as a nominee for that other; or
(ii) by, or by a nominee for, a subsidiary undertaking of that other, not being the subsidiary undertaking whose shares or board of directors are involved;
shall be treated as held or exercisable by that other,
( b ) any shares held or power exercisable by that other or a subsidiary undertaking of that other, on behalf of a person or undertaking that is neither that other nor a subsidiary undertaking of that other shall be treated as not held or exercisable by that other,
( c ) any shares held or power exercisable by that other or a nominee for that other or its subsidiary undertaking shall be treated as not held or exercisable by that other if they are held as aforesaid by way of security provided that such power or the rights attaching to such shares are exercised in accordance with instructions received from the person providing the security,
( d ) any shares held or power exercisable by that other or a nominee for that other or its subsidiary undertaking shall be treated as not held or exercisable by that other if the ordinary business of that other or its subsidiary undertaking, as the case may be, includes the lending of money and the shares are are held as aforesaid by way of security provided that such power or the rights attaching to such shares are exercised in the interests of the person providing the security.
(4) For the purposes of paragraphs (1) (a) (i) and (iii), the total of the voting rights of the shareholders or members in the subsidiary undertaking shall be reduced by the following:—
( a ) the voting rights attached to shares held by the subsidiary undertaking in itself, and
( b ) the voting rights attached to shares held in the subsidiary undertaking by any of its subsidiary undertakings, and
( c ) the voting rights attached to shares held by a person acting in his own name but on behalf of the subsidiary undertaking or one of its subsidiary undertakings.
(5) For the purposes of paragraph 1 (b) an undertaking shall not be regarded as having the right to exercise a dominant influence over another undertaking unless it has a right to give directions with respect to the operating and financial policies of that other undertaking which its directors are obliged to comply with.
(6) A "control contract" as specified in paragraph 1 (b) means a contract in writing conferring such a right which—
( a ) is of a kind authorised by the memorandum or articles of the undertaking in relation to which the right is exercisable, and
( b ) is permitted by the law under which that undertaking is established.
(7) Paragraph (5) shall not be read as affecting the construction of the expression "actually exercises a dominant influence" in paragraph 1 (c).
	5 Requirement to present group accounts.	5. (1) At the end of its financial year a parent undertaking shall prepare group accounts in accordance with these Regulations and such accounts shall be laid before the annual general meeting at the same time as the undertaking's annual accounts are so laid.
(2) The group accounts referred to in (1) shall deal with the state of affairs and profit or loss of the parent undertaking and without prejudice to Regulations 10, 11 and 12, all its subsidiary undertakings including those in liquidation and those with registered offices outside the State.
(3) Paragraph (1) shall only apply to a parent undertaking if it is established as
( a ) a company limited by shares; or
( b ) a company limited by guarantee.
(4) In the case of an undertaking to which these Regulations apply, references in the Companies Acts, 1963 to 1990, to group accounts shall be construed as references to group accounts prepared in accordance with these Regulations and the provisions of these Regulations relating to group accounts supersede the corresponding provisions of those Acts.
(5) A parent undertaking to which this Regulation applies shall not be entitled to take advantage of section 154 of the Principal Act in relation to the preparation of group accounts or subsections (2) or (3) of section 151 of the Principal Act in relation to the form of group accounts.
	6 ..	6. (1) The provisions of these Regulations concerning the layout of group accounts, the valuation methods used for determining the amounts to be included in those accounts and the information to be given in the notes on those accounts may be departed from:
( a ) with regard to an undertaking to be dealt with in the group accounts to which this Regulation applies;
( b ) where the undertakings to be dealt with in group accounts comprise principally undertakings to which this Regulation applies.
(2) This Regulation applies to the following undertakings:
( a ) an undertaking that is the holder of a licence under the Central Bank Act, 1971 ,
( b ) an undertaking that is a trustee savings bank certified under the Trustee...