Financial Statements constitute part of a company’s annual returns required to be filed under the Companies and Allied Matters Act (CAMA) 2020, and this article will be looking at financial statements as they apply to individual and group companies under the act.
Form and Content of Individual Financial Statements
– The financial statements of a company prepared under this Act, shall comply with the requirements of the First Schedule to this Act (so far as applicable) with respect to their form and content, and with the accounting standards laid down in the statements of accounting standards issued by the Financial Reporting Council of Nigeria, provided such accounting standards do not conflict with the provisions of this Act or the First Schedule to this Act.
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– The balance sheet shall give a true and fair view of the state of affairs of the company as at the end of the year, and the profit and loss
account shall give a true and fair view of the profit or loss of the company for the year.
– The statement of the source and application of funds shall provide
information on the generation and utilisation of funds by the company during the year.
– The value added statement shall report the wealth created by the
company during the year and its distribution among various interest groups such as the employees, government, creditors, proprietors and the company.
– The five-year financial summary shall provide a report for a comparison over a period of five years or more of vital financial information.
– The provision above overrides:
(a) the requirements of the First Schedule to this Act ; and
(b) all other requirements of this Act as to the matters to be included in
the accounts of a company or in notes to those accounts, and accordingly, the provisions of the relevant sub-sections of the act shall have effect.
– If the balance sheet or profit and loss account drawn up in accordance
with those requirements would not provide sufficient information to comply with the act, any necessary additional information shall be provided in that balance sheet, profit and loss account or in a note to the accounts.
– If, owing to special circumstances in the case of any company, compliance with any such requirement in relation to the balance sheet or profit and loss account would prevent compliance with the act, the directors
shall depart from that requirement in preparing the balance sheet or profit and loss account (so far as necessary) in order to comply with the act.
– If the directors depart from any such requirement, particulars of the
departure, the reasons for it and its effects shall be given in a note to the accounts.
Group Financial Statements of Holding Company
– If, at the end of a year a company has subsidiaries, the directors
shall, as well as preparing individual accounts of each subsidiary for that year, also prepare group financial statements being accounts or statements which deal with the state of affairs and profit or loss of the entire company and the subsidiaries.
-The provisions of the act do not apply in instances exempted under accounting standards issued by the Financial Reporting Council of Nigeria.
– A group financial statement may not deal with a subsidiary, if the directors of the company are of the opinion that:
(a) it is impracticable, or would be of no real value to the members, in view of the insignificant amounts involved ;
(b) it would involve expense or delay out of proportion to its value to members of the company ;
(c) the result would be misleading, or harmful to the business of the company or any of its subsidiaries ; or
(d) the business of the holding company and that of the subsidiary are so different that they cannot reasonably be treated as a single undertaking.
– The group financial statements of a company shall consist of a consolidated:
(a) balance sheet dealing with the state of affairs of the company and all the subsidiaries of the company ; and
(b) profit and loss account of the company and its subsidiaries.
– If the directors are of the opinion that it is better for the purpose of presenting the same or equivalent information about the state of affairs and profit or loss of the company and its subsidiaries, and that to so present it may be readily appreciated by the members of the company, the group financial statements may be prepared in a form not consistent with the act and in particular the group financial statement may consist of:
(a) more than one set of consolidated financial statements dealing respectively with the company and one group of subsidiaries and with other groups of subsidiaries ;
(b) separate financial statements dealing with each of the subsidiaries ; or
(c) statements expanding the information about the subsidiaries in individual financial statements of the company, or in any other form.
-The group financial statements may be wholly or partly incorporated in the individual balance sheet and profit and loss account of the holding company.
Form and Content of Group Financial Statements
– Under the act, the group financial statements of a holding company shall comply with the requirements of the First Schedule to this Act, so far as applicable to group financial statements in the form in which those accounts are prepared with respect to the form and content of those statements and any additional information to be provided by way of notes to those accounts.
– Group financial statements together with any notes thereon shall give a true and fair view of the state of affairs and profit or loss of the company and the subsidiaries dealt with by those statements as a whole.
-Subsection 2 of the relevant section of CAMA 2020 overrides:
(a) the requirements of the First Schedule to this Act ; and
(b) all the requirements of this Act as to the matters to be included in group financial statements or in notes to those statements and accordingly subsections (4) and (5) of the relevant section of CAMA shall have effect.
– If group financial statements are not in accordance with the requirements of this Act by not providing sufficient information in compliance with subsection (2), any necessary additional information shall be provided in,or in a note to, the group financial statements.
Meanings of Holding Company, Subsidiary & Wholly-owned subsidiary
– A company is for the purposes of this Act deemed to be a subsidiary of another company if the company:
(a) is a member of the company and controls the composition of its board of directors ;
(b) holds more than 50% in nominal value of its equity share capital ; or
(c) the first-mentioned company is a subsidiary of any company which is that other’s subsidiary.
– For the purposes of subsection (1) of the relevant section of the act, the composition of the board of directors of a company is deemed to be controlled by another company if that other company by the exercise of some power, without the consent or concurrence of any other person, can appoint or remove the holders of all or majority of the directors.
– For purposes of the act, the other company is deemed to have power to appoint a director with respect to which any of the following conditions is satisfied that:
(a) a person cannot be appointed to it without the exercise in his favour by the other company of such power as is mentioned in this section ;
(b) the appointment of a person to the directorship follows necessarily from his appointment as director of the other company ; or
(c) the directorship is held by the other company itself or by a subsidiary of it.
-In determining whether one company is a subsidiary of another:
(a) any share held or power exercisable by the other in a fiduciary capacity is treated as not held or exercisable by it ;
(b) subject to paragraphs (c) and (d), any share held or power exercisable:
(i) by any person as nominee for the other (except where the other is concerned only in a fiduciary capacity), or
(ii) by, or by a nominee for, a subsidiary or the other (not being a subsidiary which is concerned only in a fiduciary capacity), is treated as held or exercisable by the other ;
(c) any share held or power exercisable by any person by virtue of the provisions of any debentures of the first mentioned company or of a trust deed for securing any issue of such debentures are disregarded ; and
(d) any share held or power exercisable by, or by a nominee for, the other or its subsidiary (not being held or exercisable as mentioned in paragraph (c), shall be treated as not held or exercisable by the other, if the ordinary business of the other or its subsidiary (as the case may be)includes the lending of money and the shares are held or the power is exercisable by way of security only for the purposes of a transaction entered into in the ordinary course of that business.
– For the purposes of this Act:
(a) a company is deemed to be the holding company of another, if the other is its subsidiary ; and
(b) a body corporate is deemed to be the wholly-owned subsidiary of another, if it has no member except that other and that other’s wholly owned subsidiaries are its or their nominees.
– In this section, “company” includes any body corporate.
Additional Disclosures Required in Notes to Financial Statements
– The additional matters contained in the Second Schedule shall be disclosed in the company’s financial statements for the year; and in that schedule, where a thing is required to be stated or shown or information is required to be given, it is construed to mean that the thing shall be stated or shown, or the information is to be given in a note to those statements.
-In the Second Schedule to this Act:
(a) Parts I and II deal respectively with the disclosure of particulars of the subsidiaries of the company and its shareholders ;
(b) Part III deals with the disclosure of financial information relating to subsidiaries ;
(c) Part IV requires a subsidiary company to disclose its ultimate holding company ;
(d) Part V deals with the emoluments of directors, including emoluments waived, pensions of directors and compensation for loss of office to directors and past directors ; and
(e) Part VI deals with disclosure of the number of the employees of the company who are remunerated at higher rates.
The Procedure For The Completion Of Financial Statements Under Nigerian Law
This part of article provides an insight on the statutory guidelines for the completion of financial statements outlined under the Companies and Allied Matters Act (CAMA) 2020.
The following steps are detailed as follows :
Signing of Balance Sheets and Documents to be Annexed thereto
-A company’s balance sheet and every copy of it which is laid before the company in general meeting or delivered to the Commission shall be signed on behalf of the board by two of the directors of the company.
– If a copy of the balance sheet:
(a) is laid before the company or delivered to the Commission without being signed as required by this section, or
(b) not being a copy so laid or delivered, is issued, circulated or published in a case where the balance sheet has not been signed as so required or where (the balance sheet having been so signed) the copy does not include a copy of the signature as the case may be, the company and each officer of it are liable to a penalty as the Commission shall specify in its regulations.
– A company’s profit and loss account and, so far as not incorporated in its individual balance sheet or profit and loss account, any group accounts of a holding company, shall be annexed to the balance sheet, and the auditors’ report and the directors’ report shall also be attached to the balance sheet.
– The balance sheet and the profit and loss account annexed to it shall be approved by the board of directors and signed on their behalf by two directors authorised to do so.
Persons entitled to receive financial statements as of Right
– In the case of every company, a copy of the company’s financial statements for the year shall, at least 21 days before the date of the meeting at which they are to be laid in accordance with section 388 of this Act be sent to the following persons-
(a) every member of the company (whether or not entitled to receive notice of general meetings) ;
(b) every holder of the company’s debentures, (whether or not so entitled) ; and
(c) all persons other than members and debenture holders, being persons so entitled.
– In the case of a company not having a share capital, subsection (1) shall not require a copy of the financial statements to be sent to a member of the company who is not entitled to receive notices of general meetings of the company, or to a holder of the company’s debenture who is not so entitled.
– Subsection (1) shall not require copies of the financial statements to be sent to-
(a) a member of the company or a debenture holder, a person who is not entitled to receive notices of general meetings, and of whose address the company is unaware ;
(b) more than one of the joint holders of shares or debentures none of whom are entitled to receive such notices ; or
(c) those who are not entitled in the case of joint holders of shares or debentures, some of whom are not entitled to receive such notices.
– If copies of the financial statements are sent less than 21 days before the date of the meeting, it is, notwithstanding that fact, deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.
– If default is made in complying with subsection (1), the company and each officer of it are liable to a penalty as the Commission shall specify in its regulations.
Directors Duty to Lay & Deliver Financial Statements
– In respect of each year, the directors shall, at a date not later than 18 months after incorporation of the company and subsequently once at least in every year, lay before the company in general meeting copies of the financial statements of the company made up to a date not exceeding nine months previous to the date of the meeting.
– The auditors’ report shall be read before the company in general meeting, and be open to the inspection of any member of the company.
– In respect of each year, the directors shall deliver with the annual returns to the Commission a copy of the balance sheet, the profit and loss account and the notes on the statements which were laid before the general meeting as required by this section.
Penalty for non-compliance with Section 388
– If in a year any of the requirements of section 388 (1) or (3) are not complied with by any company, every person who immediately before the end of that period was a director of the company, in respect of each of those subsections which is not so complied with, is liable to a penalty as the Commission shall specify in its regulations.
-If a person is charged with an offence in respect of any of the requirements of section 384 (1) or (3), it is a defence for him to prove that he took all reasonable steps for securing that those requirements be complied with before the end of the period allowed for laying and delivering accounts.
– In proceedings under this section with respect to a requirement to lay a copy of a document before a company in general meeting, or to deliver a copy of a document to the Commission, it is not a defence to prove that the document in question was not in fact prepared as required by this part of this Act.
Default Order in case of non-compliance
– If:
(a) in respect of a year, any of the requirements of section 388 (1) and
(3) of this Act has not been complied with by a company before the end of the period allowed for laying and delivering financial statements, and
(b) the directors of the company fail to make good the default within 14 days after the service of a notice on them requiring compliance, the court may on application by any member or creditor of the company or by the Corporate Affairs Commission make an order directing the directors (or any of them) to make good the default within such time as may be specified in the order.
– The court order may provide that all costs of and incidental to the application be borne by the directors.
– Nothing in this section affects the provisions of section 389 of this Act.
Penalty for laying and delivering defective financial statements
– If any financial statements of a company (other than its group financial statement) of which a copy is laid before the shareholders in general meeting or delivered to the Commission do not comply with the requirement of this Act as to the matters to be included in, or in a note to, those financial statements, every person who at the time when the copy is laid or delivered is a director of the company is, in respect of each contravention, liable to a penalty as the Commission shall specify in its regulations.
– If any group financial statements of which a copy is laid before a company in a general meeting or delivered to the Commission do not comply with section 388 (4) and (5) or section 389 and with the other requirements of CAMA 2023 as to the matters to be included in or in a note to those financial statements, each person who at the time when the copy was so laid or delivered was a director of the company is liable to a penalty as the Commission shall specify in its regulations.
– In proceedings against a person for an offence under this section, it is a defence for him to prove that he took all reasonable steps for securing compliance with the requirements in question.