Amendment No. 84 is consequential on amendment No. 86. Is it agreed to take the two together for the purposes of discussion? Agreed.
SECTION 55.
I move amendment No. 84:
In page 54, subsection (1), line 53, to delete "The" and substitute "Subject to subsection (2), the".
It requires certain information in relation to directors' or secretaries holdings to be included either in the director's report or in the notes to the accounts. However, under section 10 of the Companies (Amendment) Act, 1986, a small company is not required to publish their directors' report. Thus the small company could avoid the publication requirement at section 55 by including this information in the directors' report. It is necessary, therefore, to specify that the information must be included in the directors' report which is filed by the company with the Registrar of Companies, or if no such report is filed the information must be included in the notes to the accounts which are filed with the Registrar of Companies. This final point, in other words that it be the notes to the accounts which are filed, is important as, by virtue of section 12 of the 1986 Act both small and medium sized companies are exempted from certain requirements in relation to the notes to the accounts which must be filed. In some cases a small or medium size company may file with the Registrar of Companies a different set of notes to the accounts from those which are laid before the annual general meeting of the company. Hence the need to specify that the relevant notes to the account are those which are actually filed with the registrar. The matter is of a technical nature and is not of much significance other than to try to close off that loophole.
Are we dealing with section 55 in relation to amendment No. 86?
Yes.
Would you say that as the Bill stands at present section 55 (2) did not take into account companies outside the scope of the Companies (Amendment) Act, 1986. Is that correct?
Yes.
Amendment agreed to.
Amendment No. 85 not moved.
I move amendment No. 86:
In page 55, between lines 19 and 20, to insert the following subsection:
"(2) The reference in subsection (1) to the directors' report and the notes to the company's accounts are references to the report and notes respectively which are required by virtue of the Companies (Amendment) Act, 1986 to be annexed to the Annual Return and where a company does not annex the report of the directors, as permitted by section 10 (2) of the aforementioned Act, the information required in subsection (1) shall be contained in the notes to the company's accounts.".
Amendment agreed to.
Section 55, as amended, agreed to.