THE COMPANIES ORDINANCE, 1972

SIXTH SCHEDULE         (Sections 142 and 144)

Contents of Accounts

Preliminary

1.  Paragraphs 2 to 14 of this Schedule apply to the balance sheet and 15 to 19 to the profit and loss account, and are subject to the exceptions and modifications provided for by Part II of this Schedule in the case of a holding or subsidiary company. This Schedule has effect in addition to the provisions of sections 146 to 151 inclusive of this Ordinance.

Part I.—General Provisions as to Balance Sheet and Profit and Loss Account

Balance Sheet

2.  The nominal capital, issued share capital, liabilities and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified—

(a) any part of the issued capital that consists of redeemable shares, the earliest and latest dates on which the company has power to redeem those shares, whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company and whether any (and, if so, what) premium is payable on redemption;

(b)   the amount of the capital reserve;

(c)   particulars of any forfeited, surrendered, acquired or redeemed shares or debentures which the company has power to re-issue.

3. There shall be stated under separate headings, so far as they are not written off—

(a)   the preliminary expenses of forming the company ;

(b)   any expenses incurred in connection with any issue of share capital or debentures ;

(c)   any sums paid by way of commission in respect of any shares or debentures ;

(d)   any sums allowed by way of discount in respect of any debentures ; and

(e) the amount paid by the company for goodwill and industrial property rights.

4.—(1) The reserves, provisions, liabilities and assets shall be classified under headings appropriate to the company's business :

Provided that—

(a)   where the amount of any class is not material, it may be included under the same heading as some other class ; and

(b)   where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.

(2)  Fixed assets, current assets, investments and assets that are neither fixed nor current shall be separately identified.

(3)  The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.

5.—(1) The method of arriving at the amount of any fixed asset shall, subject to the next following sub-paragraph, be to take the difference between—

(a)   its cost or, if it stands in the company's books at a valuation, the.amount of the valuation ; and

(b)   the aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution in value;

and for the purposes of this paragraph the net amount at which any assets stand in the company's books when this Ordinance comes into operation (after deduction of the amount (if any) previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before the coming into operation of this Ordinance cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at the commencement of this Ordinance.

(2)  The foregoing sub-paragraph shall not apply—

(a)   to assets the replacement of which is provided for wholly or partly—

(i) by making provision for renewals and charging the cost of replacement against the provison so made ; or

(ii) by charging the cost of replacement direct to revenue ; or

(b)   to any quoted or unquoted investments ; or

(c)   to goodwill or industrial property rights.

(3)  For the assets under each heading whose amounts is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown—

(a)   the aggregate of the amounts referred to in paragraph (a) of of that sub-paragraph ; and

(b)   the aggregate of the amounts referred to in sub-paragraph (b) thereof.

(4)  As respects the assets under each heading whose amount is not arrived at in accordance with the said sub-paragraph (1) because their replacement is provided for as mentioned in sub-paragraph (2) (a) of this paragraph, there shall be stated—

(a)   the means by which their replacement is provided for ; and

(b)   the aggregate amount of the provision (if any) made for renewals and not used.

6. In the case of unquoted investments consisting of ordinary shares of other companies, the matters referred to in the following heads shall, if not otherwise shown, be stated by way of note or in a statement or report annexed to the profit and loss account : —

(a)   the aggregate amount of the company's income for the financial year from those investments ;

(b)   the amount of the company's share before taxation, and the amount of that share after taxation, of the net aggregate amount of the profits of the companies in which the investments are held, being profits for their respective financial years ending with or during the financial year of the company, after deducting those companies' losses for those respective financial years (or vice versa) ;

(c)   the amount of the company's share of the net aggregate amount of he und stributed profits and revenue reserves of the companies in which the investments are held since the time when the investments were acquired, after deducting the losses accumulated by them since that time (or vice versa);

(d) the manner in which any losses incurred by the said companies have been dealt with in the company's accounts.

7. The aggregate amounts respectively of revenue reserves and provisions (other than provisions for depreciation, renewals or diminution in value of assets) shall be stated under separate headings.

8.—(1) There shall also be shown (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material)—

(a) where the amount of capital reserve or revenue reserves or of the previsions (other than provisions for depreciation, renewals or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived ; and

{b) where—

(i) the amount of capital reserve or revenue reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year ; or

(ii) the amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals or dimunition in value ot assets) exceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof;

the application of the amounts derived from the difference,

(2) Where the heading showing the revenue reserves or any of the provisions aforesaid is divided into sub-headings, this paragraph shall apply to each of the separate amounts shown in the sub-headings instead of applying to the aggregate amount thereof.

9. If an amount is set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation, it shall be identified as such and separately stated.

10.—(1) There shall be shown under separate headings—

(a)   the aggregate amounts respectively of the company's quoted investments and unquoted investments ;

(b)   if the amount of the goodwill and of any industrial property rights of the company, or part of that amount, is shown as a separate item in, or is otherwise ascertainable from, the books of the company, or from any contract for the sale or purchase of any assets acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the transfer of any such assets, the said amount so shown or ascertained so far as not written off, or (as the case may be) the said amount so far as it is so shown or ascertainable and as so shown or ascertained, as the case may be ;

(c)   the aggregate amount of outstanding loans made, guaranteed or secured by the company under section 53 of the Ordinance ;

(d)   the aggregate amount of bank loans and overdrafts advanced to the company and remaining outstanding ;

(e)   the aggregate amount of loans made to the company which—

(i) are repayable otherwise than by instalments, and fall due for repayment after the expiration of the periods of one year and five years respectively beginning with the day next following the expiration of the financial year ; or

(ii) are repayable by instalments any of which fall due for payment after the expiration of those respective periods ;

not being, in either case, bank loans or overdrafts ;

(f) the aggregate amount of debts of the company (other than debts falling under head (d) and (e) of this sub-paragraph) which—

(i) are payable otherwise than by instalments and fall due for payment after the expiration of one year beginning with the day next following the expiration of the financial year ; or

(ii) are payable by instalments any of which fall due for payment after the expiration of that period.

(2) Nothing in head (b) of the foregoing sub-paragraph shall be taken as authorising the amount of the goodwill, patents and trade marks to be stated as a single item.

(3)  The heading showing the amount of the quoted investments shall be sub-divided, where necessary, to distinguish the investments as respects which there has, and those as respects which there has not, been granted a quotation or permission to deal on a stock exchange in Seychelles or on a recognised overseas stock exchange.

(4)  In relation to each loan falling within head (d) and {e) of sub-paragraph (1) of this paragraph (other than a bank overdraft repayable on demand) there shall be stated by way of not (if not otherwise stated) the terms on which it is repayable and the rate at which interest is payable thereon :

Provided that if the number of loans is such that compliance with the foregoing requirement would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms on which the loans are repayable and the rates at which interest is payable thereon.

11.  Where any liability of the company is secured otherwise than by operation of law on any assets of the company, the fact that that liability is so seeured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.

12.  Where any of the company's debentures are held by a nominee of or agent for the company, there shall be stated by way of note or in a statement annexed to the balance sheet :

(a)   the nominal amount of the debentures and the amount at which they are stated in the books of the company ; and

(b)   whether the company has power to re-issue any of those debentures, and if so, which debentures or classes it may re-issue.

13.—(1) The matters referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed to the balance sheet, if not otherwise shown.

(2)  The number, description and amount of any shares in the company which any person has an option to subscribe for, together with the following particulars of the option, that is to say—

(a)   the period during which it is exercisable ;

(b)   the price to be paid for shares subscribed for under it;

but it shall not be necessary to state any of the foregoing matters in respect of convertible debentures whose issue has been authorised by a general meeting or is dealt with in the directors' report for the financial year.

(3)  The amount of any arrears of fixed cumulative dividends on the company's shares and the period for which the dividends or, if there is more than one class, each class of them are in arrear, which amount shall be stated before deduction of income tax, except that, in the case of tax-free dividends, the amount shall be shown free of tax and the fact that it is so shown shall also be stated.

(4)  Particulars of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

(5)  The general nature of any other contingent liabilities not provided for in the annual accounts and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.

(6)  Where practicable, the aggregate amount or estimated amount (if it is material) of contracts for capital expenditure, so far as not provided for and, where practicable, the aggregate amount or estimated amount (if it is material) of capital expenditure authorised by the directors which has not been contracted for.

(7)  In the case of fixed assets under any heading whose amount is required to be arrived at in accordance with paragraph 5(1) of this Schedule and is so arrived at by reference to a valuation, the years (so far as they are known to the directors) in which the assets were severally valued and the several values, and, in the case of assets that have been valued during the financial year, the names of the persons who valued them and particulars of their qualifications for doing so and the bases of valuation used by them.

(8)  If there are included amongst fixed assets under any heading (other than investments) assets that have been acquired during the financial year, the aggregate amount of the assets acquired as determined for the purpose of making up the balance sheet, and if during that year any fixed assets included under a heading in the balance sheet made up with respect to the immediately preceding financial year (other than investments) have been disposed of or destroyed, the aggregate amount thereof as determined for the purpose of making up that balance sheet.

(9)  Of the amount of assets consisting of land, how much is attributable to land owned by the company and how much to land occupied or enjoyed by the company under leases or usufructs, and, of the latter, how much if attributable to land in which the company has interests which will or may continue for fifty years or more from the end of the financial year.

(10)  The aggregate amounts paid by the company during the financial year for the acquisition of : —

(a)   quoted investments ; and

(b)   unquoted investments ;

and the aggregate amounts received by the company during the financial year on disposing of each of those classes of investments.

(11)  The aggregate market value of the company's quoted investments where it differs from the amount of the investments as stated in the balance sheet, and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value.

(12) The directors' estimate of the aggregate value of the company's unquoted investments and their estimate of the aggregate value of such investments held in companies which at the end of the financial year are associated companies of the company.

(13) If in the opinion of the directors any of the current assets do not have a value, on realisation in the ordinary course of the company's business, at least equal to the amount at which they are stated, the fact that the directors are of that opinion.

(14) If a sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation has been used during the financial year for another purpose, the amount thereof and the fact that it has been so used.

(15)  If the amount carried forward for stock in trade or work in progress is material for the appreciation of the company's state of affairs or of its profit or loss for the financial year, the manner in which that amount has been computed.

(16)  The basis on which foreign currencies have been converted into the currency of Seychelles, where the amount of the assets or liabilities affected is material.

(17)  The basis on which the amount (if any) set aside for income tax payable by the company in Seychelles is computed.

(18)  Except in the case of the first balance sheet laid before the company after the coming into operation of this Ordinance, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet.

14. In the fifth and subsequent balance sheets laid before the company after the coming into operation of this Ordinance, there shall be shown in tabular form in a note or in a statement or report annexed (unless it is otherwise shown in that form, or is so shown in, or in a note on, or statement or report annexed to, the profit and loss account) the following matters as at the end of the financial year and of each of the four immediately preceding financial years (or, if the number of financial years that have elapsed since the company was incorporated is less than five, as at the end of each financial year that has so elapsed)—

(a)   the amount of the issued share capital of the company ;

(b)   the amount paid up on the issued and outstanding shares of the company ;

(c)   the amount of the companies capital reserve, revenue reserves and profits carried forward respectively.

Profit and Loss Account

15.—(1) There shall be shown—

(a)   the amount charged to revenue by way of provision for depreciation, renewals or diminution in value of fixed assets ;

(b)   the amount of the interest on loans of the following kinds made to the company (whether on the security of debentures or not), namely, bank loans, overdrafts and loans which, not being bank loans or overdrafts—

(i) are repayable otherwise than by instalments and fall due for repayment before the expiration of the periods of one year and five years respectively beginning with the day next following the expiration of the financial year ; or

(ii) are repayable by instalments the last of which falls due for payment before the expiration of each of those respective periods,

and the amount of the interest on loans of other kinds so made

(whether on the security of debentures or not);

(c)   the amount of the charge for income tax payable by the company in Seychelles and, if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief;

(d)   the amounts respectively provided for redemption of share capital and for redemption of loans ;

(e)   the amount (if material) set aside or proposed to be set aside to, or withdrawn from, revenue reserves ;

(f)    subject to sub-paragraph (2) of this paragraph, the amount (if material) set aside to provisions other than provisions for depreciation, renewals or diminution in value of assets or, as the case may be, the amount (if material) withdrawn from such provisions and not applied for the purposes thereof ;

(g)   the amounts respectively of income from quoted investments and income from unquoted investments ;

(h) if a substantial part of the company's revenue for the financial year consists in rents from land, the amount thereof (after deduction of rents payable by the company, rates and other outgoings in respect of the same land);

(i) the amount (if material) charged to revenue, in respect of payment of rents for, or in respect of, land (other than land falling within part (h) of this sub-paragraph) and the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery.

(2)  If, in the case of any assets in whose case an amouat is charged to revenue by way of depreciation or diminution in value, an amount is also so charged for renewal thereof, the last-mentioned amount shall be shown separately.

(3)  If the amount charged to revenue for depreciation or diminution in value of any fixed assets (other than investments) has been calculated otherwise than by reference to the amount of those assets as determined for the purpose of making up the balance sheet, that fact shall be stated.

16.  The amount of any charge arising in consequence of the occurrence of an event in a preceding financial year, and of any credit so arising, shall, if not included in a heading relating to other matters, be stated under a separate heading.

17.  The amount of the remuneration of the auditors shall be shown under a separate heading, and for the purposes of this paragraph, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the expression "remuneration".

18.—(1) The matters referred to in the following sub-paragraphs shall be stated by way of note, if not otherwise shown.

(2)  If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.

(3)  The basis on which the charge for income tax payable in Seychelles is computed.

(4)  Any special circumstances which affect liability in respect of taxation of profits or income for the financial year or liability in respect of taxation of profits or income for succeeding financial years.

(5)  Except in the case of the first profit and loss account laid before the company after the commencement of this Ordinance, the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.

(6)  Any material respects in which any items shown in the profit and loss account are affected—

(a)   by transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or nonrecurrent nature ; or

(b)   by any change in the basis of accounting.

19.—(1) In the fifth and subsequent profit and loss accounts laid before the company after the coming into operation of this Ordinance, there shall be-shown in tabular form in a note or in a statement or report annexed (unless it is otherwise shown in that form, or it so shown in, or in a note on, or statement or report annexed to, the balance sheet) the following matters in respect of the financial year and of each of the four immediately preceding financial years (or, if the number of financial years that have elapsed since the company was incorporated is less than five, in respect of each financial year that has so elapsed)—

(a) the amount of the profit or loss for the year before deduction of all charges for taxation of profits and income and the amount of the said profit or loss after deduction of all such charges ; and

(b) the aggregate amount of the dividends paid.

(2) In relation to the most recent financial year dealt with in pursuance of sub-paragraph (1), the reference to dividends paid shall include a reference to dividends (if any) recommended by the directors in their report.