European Communities (Credit Institutions : Accounts) Regulations, 1992.

Statutory Instrument No.294/1992
Date02 October 1992

S.I. No. 294 of 1992.

EUROPEAN COMMUNITIES (CREDIT INSTITUTIONS : ACCOUNTS) REGULATIONS, 1992.

TABLE OF CONTENTS

Regulations

1. Citation and Construction.

2. Interpretation.

3. Amendment of Act of 1986.

4. Date of Application.

5. Drawing up of Accounts.

6. Publication of Accounts in Full or Abbreviated Form.

7. Group Accounts.

8. Wholly-owned Subsidiaries.

9. Bank holding Companies.

10. Information on Related Undertakings.

11. Directors' Report.

12. Non-Application of Principal Act.

13. Auditors' Reports.

14. Publication of Accounts of Credit Institutions incorporated outside the State.

15. Offences.

SCHEDULE

Form and content of accounts of credit institutions and groups.

PART I—Individual accounts.

PART II—Form and content of group accounts.

PART III—Disclosure of information: related undertakings.

PART IV—Interpretation.

S.I. No. 294 of 1992.

EUROPEAN COMMUNITIES (CREDIT INSTITUTIONS : ACCOUNTS) REGULATIONS, 1992.

I, BERTIE AHERN, Minister for Finance, 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 Council Directives 86/635/EEC of 8 December 19861 and 89/117/EEC of 13 February 19892 hereby make the following regulations:

1 Citation and Construction.

1. (1) These Regulations may be cited as the European Communities (Credit Institutions: Accounts) Regulations, 1992.

(2) These Regulations shall be construed as one with the Companies Acts, 1963 to 1990.

2 Interpretation.

2. (1) In these Regulations, unless the context otherwise requires—

"accounts" means the balance sheet, profit and loss account and any notes on the accounts or statements forming part of the accounts whether or not required by law;

"annual return" means the annual return made to the registrar of companies under the Principal Act;

"associated undertaking" has the same meaning as in the European Communities (Companies: Group Accounts) Regulations 1992, ( S.I. No. 201 of 1992 );

"the Bank" means the Central Bank of Ireland;

"the Directive" means Council Directive 86/635/EEC of 8 December 1986;

"the Principal Act" means the Companies Act, 1963 ;

"the Act of 1986" means the Companies (Amendment) Act, 1986 (No. 25 of 1986);

1O.J. No. L372 of 31/12/1986

2O.J. No. L44 of 16/2/1989

"group accounts" means the accounts prepared in accordance with regulation 7;

"individual accounts" means the accounts prepared in accordance with regulation 5;

"parent company" means a company that has subsidiaries;

"section 2 (2) company" means any company incorporated in the State and referred to in subsection (2) (other than paragraph (b)) of section 2 of the Act of 1986;

"section 2 (2) parent company" has the meaning assigned to it by regulation 7 (1);

"undertaking" and "subsidiary undertaking" have the same meanings as in the European Communities (Companies: Group Accounts) Regulations, 1992.

(2) A word or expression in these Regulations shall have the same meaning as in the Council Directive 86/635/EEC of 8 December 1986 unless the contrary is indicated.

(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, unless the context otherwise requires, a reference to a balance sheet or profit and loss account shall include a reference to any notes to or documents annexed to the accounts in question giving information which is required by any provision of the Companies Acts, 1963 to 1990, or these Regulations and required or allowed by any such provision to be given in a note to or a document annexed to a company's accounts.

(5) In these Regulations:

(i) a reference to directors shall be construed, in the case of an undertaking which does not have a board of directors, as a reference to the corresponding persons appropriate to such undertaking;

(ii) 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, or members, to vote at general meetings of the undertaking on all, or substantially all, matters;

(iii) 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 to alter the terms of its constitution.

3 Amendment of Act of 1986.

3. Section 7 (1) of the Act of 1986 is hereby amended by the deletion of subparagraph (a) (ii) and the insertion of the following subparagraph:—

"(ii) in the case of a company to which subsection (2) (other than paragraph (b)) of section 2 of this Act applies, a copy of the balance sheet and profit and loss account of the company drawn up in accordance with the European Communities (Credit Institutions: Accounts) Regulations, 1992,".

4 Date of Application.

4. These Regulations shall apply to the individual and group accounts of a section 2 (2) company drawn up in respect of every financial year beginning on or after the 1st day of January 1993 and the requirements of section 7 (1) (a) (ii) of the Act of 1986 shall come into operation on that date.

5 Drawing up of Accounts.

5. (1) Subject to paragraph (2), every balance sheet and profit and loss account of a section 2 (2) company laid before the annual general meeting of the company, pursuant to section 148 of the Principal Act, shall comply with the following requirements and section 149 (other than subsection (5) and, insofar as it relates to the said subsection (5), subsection (7)) of that Act shall not apply to any such balance sheet or profit and loss account:

( a ) every such balance sheet and profit and loss account shall comply with the provisions of the Schedule to these Regulations,

( b ) every such balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of its financial year and every such profit and loss account of a company shall give a true and fair view of the profit or loss of the company for the financial year,

( c ) where a balance sheet or profit and loss account drawn up in accordance with subparagraph (a) would not provide sufficient information to comply with subparagraph (b), any necessary additional information shall be provided in that balance sheet or profit and loss account or in a note to the accounts,

( d ) where, owing to special circumstances, the preparation of accounts of a company in compliance with subparagraph (a) would prevent those accounts from complying with subparagraph (b) (even if additional information were provided under subparagraph (c)) the directors of the company shall depart from the requirements of the said Schedule in preparing those accounts insofar as is necessary in order to comply with that subparagraph,

( e ) where the directors of a company depart from the requirements of this regulation, they shall attach a note to the accounts of the company giving details of the particular departures made, the reasons therefor and the effect of those departures on the accounts,

and, accordingly, in the Companies Acts, 1963 to 1990, in relation to a company to which these Regulations applies—

(i) references to the said section 149 shall be construed as references to that section as modified by the provisions of these Regulations, and

(ii) references to the Sixth Schedule shall be construed as references to the corresponding provisions of the Schedule to these Regulations.

(2) Paragraph (1) shall not apply to the profit and loss account of a company if—

( a ) the company is a parent undertaking, and

( b ) the company is required to prepare and does prepare group accounts in accordance with these Regulations, and

( c ) the notes to the company's individual balance sheet show the company's profit and loss for the financial year determined in accordance with these Regulations.

(3) Where, in the case of a company, advantage is taken of paragraph (2), that fact shall be disclosed in a note to the individual and group accounts of the company.

(4) Subparagraph (b) of paragraph (1) overrides the requirements of the Schedule to these Regulations and all other requirements of the Companies Acts, 1963 to 1990, as to the matters to be included in the accounts of a company or in notes to those accounts and, accordingly, where a balance sheet or profit and loss account of a company drawn up in accordance with those requirements would not provide sufficient information to comply with the said subparagraph, any necessary additional information shall be provided in that balance sheet or profit and loss account or in a note to the accounts.

6 Publication of Accounts in Full or Abbreviated Form.

6. (1) Where a company publishes its full accounts, it shall also publish with those accounts any report in relation to those accounts by the auditors of the company under section 193 of the Companies Act, 1990 .

(2) Where a company publishes abbreviated accounts relating to any financial year, it shall also publish a statement indicating—

( a ) that the accounts are not the accounts copies of which are required to be annexed to the annual return,

( b ) whether the copies of the accounts so required to be so annexed have in fact been so annexed,

( c ) whether the auditors of the company have made a report under section 193 of the Companies Act, 1990 , in respect of the accounts of the company which relate to any financial year with which the abbreviated...

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