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AUDITORS

PAGE

4,79

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56, 90

6

77,90

90

59

56

Directors' remuneration, duties under Section 128 as to
Examination of balance sheets of subsidiaries
Form and contents of legal balance sheet, duty as to
Information regarding subsidiaries, if not satisfied
Losses of subsidiaries, where not provided for
Not necessarily identical in holding and subsidiary companies
Pre-acquisition surpluses of subsidiaries, where not intact..
Qualifications of certificate by auditors of subsidiaries 2, 36, 69, 70, 71
holding company 89, 90
Statement regarding subsidiary company results, not
responsible for

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Undistributed profits of subsidiaries, where carried to excess

BILLS OF EXCHANGE-INTER-COMPANY

Elimination in preparing consolidated balance sheet
CAPITAL RESERVES

Consolidated balance sheet, in

profit and loss account, in

6, 7, 72

81

117

IIO, III, 112, 118

119

60

64

Depreciation of fixed assets of subsidiaries, additional
Legal balance sheet of holding company, in

Pre-acquisition profits are 55, 56, 57, 63, 83, 93, 111, 119, 120, 121

COMBINED SUMMARY OF Assets and LIABILITIES OF SUBSIDIARY

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Pre-acquisition profits and losses are capital for 55, 56, 57, 63, III,

Purpose of preparing

Shares and debentures of holding company held by sub-
sidiaries

Surpluses and deficiencies on operations since acquisition
Uniform basis of classification and valuation needed

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Provisions of, specially affecting holding companies

COMPANY LAW AMENDMENT COMMITTEE
Extracts from report of

119, 120, 121

96

98

99

97

5, 6, 7, 66, 68

I, 2, 3

26, 28

CONSOLIDATED BALANCE SHEET

Adjusted values for inclusion in, due to application of uni-
form basis of valuation for purposes of

Advantages and disadvantages

American attitude towards

Bills of Exchange, inter-company

British attitude towards

PAGE

93, 107, 108

61, 80, 104, 105, 121

100

117

102

Capital reserves in

IIO, III, 112, 118, 119

Classification of assets in, common basis needed 59, 60, 97, 106,

Common date for balance sheets amalgamated desirable
Company Law Amendment Committee's view on
Comparison with legal balance sheet ..

Contingent liabilities

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107, 118, 121

106

28

109

118

108, IIO, III

Discount in price of subsidiary due to revaluation of sub-
sidiary's tangible assets on purchase

Dividends declared by subsidiaries after balance sheet date 117
European attitude towards

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Fixed assets, uniform classification and valuation needed
Foreign subsidiaries, difficulties in consolidating accounts of
Goodwill in
63, 64, 86, 108, 110, 111, 112

Inter-company balances and transactions, set-off
Not in itself a compliance with Companies Act
Outside interests, treatment in

Preliminary considerations in preparing

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Premium in price of subsidiary due to revaluation of sub-
sidiary's tangible assets on purchase

105

108, IIO, III

Setting off inter-company indebtedness and shareholdings 116, 117
Shares and debentures of holding company owned by sub-

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COST AS BASIS OF VALUATION FOR SHARES AND ADVANCES 53 to 61, 80
COST AS BASIS OF VALUATION WHERE ADJjustments ESSENTIAL 83 to 86,

COUNSELS' OPINION ON COMPANIES ACT, 1929

88

6, 7, 66, 68

Sections specially affecting holding companies 5, 6, 7, 66, 68
Statement regarding subsidiaries' profits and losses
CREDITORS. See also " Outside Interests in Subsidiaries."

Of subsidiaries sometimes protected by holding company

49, 115

PAGE

CURRENT ASSETS. See "Fixed and Floating Assets."

DATES OF BALANCE SHEETS

Adjustments in accounts where not drawn at common date 63, 106
Desirability of common date for all companies in holding

company merger

DEBENTUREs and DebenTURE STOCKS

Holding company's, held by subsidiaries

Indebtedness of subsidiaries secured by, distinguished from

other indebtedness in certain cases

63, 10

5, 7, 33, 52, 98

49

Loans include debentures in sense of Section 125 of Act
Subsidiaries, held by outside interests
Treatment in balance sheets, etc.

5

113

5, 7, 52, 98, 113

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Accounts for purposes of statement regarding results of
subsidiaries

Aggregate profits and losses, in Section 126 of Act

Holding company

Profits and losses of subsidiaries

6

68

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I, 4, 5

2, 6, 26, 66, 68, 76

Subsidiary company

Sub-subsidiary company

Undistributed profits

DEPRECIATION

3, 5, 7, 32, 34

32

50

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Discretion as to form of accounts and treatment of results of
subsidiaries

Holding company itself may be a director

Of holding company and subsidiaries not necessarily
identical

Importance of personality and ability in

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Sub-subsidiary company remuneration, how far to be

shown

Type of, needed in large mergers

DISCOUNT

Shares in subsidiary acquired at a

31, 63, 64, 108, 110, 111, 112

DIVIDENDS

PAGE

50, 94, 98

Adjustments in preparing holding company's accounts
Availability of dividends from subsidiaries for dividend in
holding company
55 to 57, 60, 93, 117, 119, 120
Depreciation provisions of subsidiaries sometimes need
augmenting by holding company in arriving at profits
available for

Declared by subsidiaries-

60, 118

Generally viewed by holding company as current assets 50
Treatment in consolidated balance sheet

Subsidiaries' dividends paid by holding company under
guarantee

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117

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16, 20, 34, 61

102

EUROPEAN ATTITUDE TOWARDS CONSOLIDATED ACCOUNTS
EXCHANGE Of Shares at a PREMIUM-TREATMENT IN ACCOUNTS 53,54,55

EXAMPLES IN APPENDIX I-REFERENCES IN TEXT

General comments

Non-current nature of Subsidiary A.'s indebtedness
Shares and indebtedness of subsidiaries—

How shown in draft legal balance sheet.

Summary of net assets of subsidiaries

Summary of preliminary draft balance sheet of holding

company

31 to 34

43

48 to 51

87

85

32, 42

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FINANCING OF SUBSIDIARY COMPANIES

Advances and/or guarantees of holding company

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Basis of valuation to be shown in legal balance sheet in case

of fixed assets

Counsels' opinion regarding

Designation as fixed or floating not obligatory

5, 7, 40, 41, 42

5,7

5,7

60, 118, 120

Depreciation of fixed assets, provisions of subsidiaries
sometimes supplemented by holding company

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Distinction necessary in legal balance sheet between 5, 7, 40 to 43,49
Fluctuations in fixed asset values not available to meet

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84, 85
Need for uniform basis of classification and valuation 59, 60, 97,
106, 118, 121

Revaluations at time of purchase, treatment of surpluses or
deficiencies in book values

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Auditors' reports on balance sheets of, special points in
Come within legal definition of subsidiaries
Treatment in consolidated balance sheet

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GUARANTEES BY HOLDING COMPANY

Outside shareholders' interests in subsidiaries
Liabilities of subsidiaries

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Shares of, held by or exchanged with subsidiary 33, 52 to 55, 98,116
Special information required in legal accounts of
Trading and non-trading holding companies

INCOME TAX

2, 3, 4, 35, 36
25, 129, 130, 131

Advantages of holding company over direct merger
Foreign subsidiaries' liability to

Losses carried forward, benefits retained under
company merger

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Losses of subsidiary eliminated by credit from holding
company

Loss relief claims by trading holding company under Section
34 of Income Tax Act, 1918

84

131

Management expense relief claims by non-trading holding
companies

129

123

132

124

122, 123

Methods of obtaining set-off of losses in one company against
profits in another

Profits on investment dealings, liability in respect of
Transfer of business to new legal ownership, problems arising

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Set-off of losses of one company against profits of another
Wear and tear allowances, right to benefit of arrears retained
in holding company merger

INTER-COMPANY TRANSACTIONS

Adjustments regarding profit on
Agreement of balances needed

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. 127, 128, 129

51, 62, 63, 88, 89, 117, 118

Adjustment and separate statement of balances needed

if individual balance sheets of subsidiaries published with

accounts of holding company

Bills of exchange

Final dividends of subsidiaries

Interest on

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Pre-acquisition profits on

Set-off of balances on consolidation

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