Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 8 · Annual Return, Financial Statements and Audit
100. Financial statements and consolidated financial statements
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The directors of every VCC must lay before the VCC at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.
VCC
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
Subject to section 201(12), (13) and (14) of the Companies Act 1967 as applied by subsection (6), the financial statements in subsection (1) must —
financial statements
“financial statements”, in relation to a VCC, means the financial statements of the VCC required to be prepared in accordance with the Accounting Standards;
comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the VCC and its sub‑funds (if any); and
if the VCC is an umbrella VCC, contain separate accounts for each sub-fund that are prepared using the same Accounting Standards as those used to prepare the accounts of the VCC.
The directors of a VCC that is a parent company at the end of its financial year need not comply with subsection (1), but must cause to be made out and laid before the VCC at its annual general meeting —
parent company
“parent company” means a company or VCC that is required under the Accounting Standards to prepare financial statements in relation to a group;
consolidated financial statements dealing with the financial position and performance of the group for the financial year in respect of which the annual general meeting is held; and
a balance sheet dealing with the state of affairs of the VCC and its sub-funds (if any) at the end of its financial year.
Subject to section 201(12), (13) and (14) of the Companies Act 1967 as applied by subsection (6), the consolidated financial statements in subsection (3)(a) and the balance sheet in subsection (3)(b) must —
consolidated financial statements
“consolidated financial statements” has the meaning given by the Accounting Standards;
comply with the requirements of the Accounting Standards and give a true and fair view of the matters mentioned in subsection (3)(a) and (b) (respectively), so far as they concern members of the VCC; and
if the VCC is an umbrella VCC, contain separate accounts for each sub‑fund that are prepared using the same Accounting Standards as those used to prepare the accounts of the VCC.
Before the financial statements in subsection (1) and the balance sheet in subsection (3)(b) are made out, the directors of the VCC must take reasonable steps —
balance sheet
“balance sheet”, in relation to a VCC, means the balance sheet (by whatever name called) of the VCC prepared in accordance with the Accounting Standards;
to ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts, and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts;
to ascertain whether any current assets (other than current assets to which paragraph (a) applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the VCC or its sub‑funds (if any) and, if so, to cause —
those assets to be written down to an amount which they might be expected so to realise; or
adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realise; and
to ascertain whether any non-current asset is shown in the books of the VCC or its sub‑funds (if any) at an amount which, having regard to its value to the VCC or the sub‑fund (as the case may be) as a going concern, exceeds the amount which would be recoverable over its useful life or on its disposal and (unless adequate provision for writing down that asset is made) to cause to be included in the financial statements such information and explanations as will prevent the financial statements from being misleading by reason of the overstatement of the amount of that asset.
Subject to section 5 and subsection (7), section 201(8) to (14), (16) and (17) of the Companies Act 1967 applies in relation to a VCC and its financial statements in subsection (1) or its consolidated financial statements and balance sheet in subsection (3) as they apply in relation to a company and its financial statements in section 201(1) of that Act or its consolidated financial statements and balance sheet in section 201(5) of that Act.
company
“company” has the meaning given by section 4(1) of the Companies Act 1967;
For the purpose of subsection (6) —
a reference in section 201(9) and (16) of the Companies Act 1967 to Part 6 of that Act is to this Part;
the reference in section 201(12) and (13) of the Companies Act 1967 to section 201(1) or (5) of that Act is to subsection (1) or (3);
a reference in section 201(12), (13) and (14) of the Companies Act 1967 to the Accounting Standards is to the Accounting Standards as defined in section 2(1);
the reference in section 201(13) of the Companies Act 1967 to a matter required by section 201 of that Act to be dealt with in the financial statements or consolidated financial statements of a company, is to a matter required to be dealt with under subsection (2)(a) or (4)(a) (as the case may be) in the financial statements or consolidated financial statements of a VCC; (e)the reference in section 201(16) of the Companies Act 1967 to the Twelfth Schedule to that Act is to the Second Schedule; and
the reference in section 201(17) of the Companies Act 1967 to that Act is to this Act.
In this section, “Accounting Standards” means —
Accounting Standards
“Accounting Standards”, in relation to a VCC, means —(a)the accounting standards mentioned in section 100(8)(a) or the accounting standards or practices prescribed under section 100(8)(b); or(b)where those accounting standards or practices (as the case may be) are substituted with other accounting standards under section 100(9) in relation to that VCC, the other accounting standards;
accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies, with each reference to a company substituted with a reference to a VCC, and with such other modifications as may be prescribed; or
such other accounting standards or practices as may be prescribed.
The Minister may, by order in the Gazette, in respect of VCCs of a specified class or description, substitute the whole or any part of other accounting standards specified in the order for the whole or any part of the Accounting Standards, as specified in the order.
The Minister may, by order in the Gazette, exempt the directors of any VCC that belongs to a specified class or description of VCCs, from having to ensure that the VCC’s financial statements or consolidated financial statements comply with all or any of the requirements of the Accounting Standards specified in the order.