Third Schedule, The Companies Act, 2009

Sections 289, 291, 292, 311 FORM AND CONTENT OF COMPANY’S FINANCIAL STATEMENTS PART I GENERAL INFORMATION TO BE DISCLOSED GENERAL RULES AND FORMATS Section A GENERAL INFORMATION TO BE DISCLOSED 1. All accounting information that will assist users to assess the financial liquidity, profitability and viability of a company should be disclosed and presented in a logical, clear and understandable manner in accordance with international standards and standards issued by the Institute of Chartered Accountants of 2. The financial statements of a company shall state- (a) the name of the company; (b) the period of time covered; (c) a brief description of its activities; (d) its legal form; (e) its relationship with its significant local and overseas suppliers (if any) including the immediate and ultimate parent, associated or affiliated company. 422 423 3. Financial statements shall include the following– (a) statement of accounting policies; (b) balance sheet; (c) income statement; (d) cash flow statement; (e) notes on the financial statements; (f) five-year financial summary for publicly-traded compnaies. 4. Financial implication of inter-company transfer and technical transfer and technical management agreements between the company and its significant local and overseas suppliers (if any) including its immediate and ultimate, associated affiliated company should be disclosed. 5. Financial statements should show corresponding figures for the preceding period. SECTION B GENERAL RULES 6. (1) Subject to the following provisions of this Schedule- (a) every balance sheet of a company shall show the items listed in either of the balance sheet formats set out below in section C of this Part; and (b) every profit and loss account of a company shall show the items listed in any one of the profit and loss account formats so set out; in either case in the order and under the headings and sub-headings given in the format adopted. (2) Sub-paragraph (1) is not to be read as requiring the heading or subheading for any items to be distinguished by any letter or number assigned to that item in the format adopted. 7. (1) Where in accordance with paragraph 1 a company’s balance sheet or profit and loss account for any year has been prepared by reference to one of the formats set out in section C, the directors of the company shall adopt the same format in preparing the accounts for subsequent years of the company unless in their opinion there are special reasons for a change. (2) Particulars of any change in the format adopted in preparing a company’s balance sheet profit and loss account in accordance with paragraph 1 shall be disclosed, and the reasons for the change shall be explained in a note to the accounts in which the new format is first adopted. 8. (1) Any item required in accordance with paragraph 1 to be shown in a company’s balance sheet or profit and loss account may be shown in greater detail than required by the format adopted. (2) A company’s balance sheet or income statement may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format adopted, but the following shall not be treated as assets in any, company’s balance sheet- (a) preliminary expenses; (b) expenses or commission on any issue of shares or (3) In preparing a company’s balance sheet or profit and loss account the directors of the company shall adapt the arrangement and headings and subheadings otherwise required by paragraph 1 in respect of the items to which an Arabic number is assigned in the format adopted, in any case where the special nature of the company’s business requires such adaptation. (4) Items to which Arabic numbers are assigned in any of the formats set out in section B may be combined in a company year if either- (a) their individual amounts are not material to assessing the state of affairs or profit or loss of the company for that year; or (b) the combination facilitates that assessment; but in a case within paragraph (a) the individual amounts of any items so combined shall be disclosed in a note to the accounts. 424 425 (5) Subject to paragraph 9 (3), a heading or sub-heading corresponding to an item listed in the format adopted in preparing a company’s balance sheet or profit and loss account shall not be included if there is no amount to be shown for that item in respect of the year to which the balance sheet or profit and loss account relates. (6) Every profit and loss account of a company shall show the amount of the company’s profit or loss on ordinary activities before taxation. (7) Every profit and loss account of a company shall show separately as additional items- (a) any amount set aside or proposed to be act aside to, or withdrawn or proposed to be withdrawn from, reserves; (b) the aggregate amount of any dividend. 9. (1) In request of every item shown in a company’s balance sheet or profit and loss account the corresponding amount for the year immediately preceding that to which the balance sheet or profit and loss account relates shall also be shown. (2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the year to which the balance sheet or profit and loss amount relates, the former amount shall be adjusted and particulars of the adjustment and the reasons for it shall be disclosed in a note to the accounts. (3) Paragraph 8 (5) does not apply in any case where an amount can be shown for the item in question in respect of the year immediately preceding that to which the balance sheet or profit and loss account relates, and that amount shall be shown under the heading or sub-heading required by paragraph 1 for that item. 10. Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa. C. THE REQUIRED FORMATS FOR ACCOUNTS 11. Reference in this Part to the items listed in any of the formats set out below are to those items read together with any of the notes following the formats which apply to any of those items, and the requirement imposed by paragraph 1 to show the items, listed in any provision in those notes for alternative positions for any particular items. 12. A number in brackets following in any of the formats set out below is a reference to the note of that number in the note of that number in the notes following the formats. 13. In the notes following the formats- (a) the heading of each note gives the required heading or sub-heading for the item to which it applies and a reference to any letter and numbers assigned to that item in the formats set out below (taking a reference in the case of Format 2 of the balance sheet formats to the item listed under “assets” or under “liabilities” as the case may require); and (b) references to a numbered format are to the balance sheet format or as the case may require) to the profit and loss account format of that number set out below. Balance Sheet Formats FORMAT 1 A. Called Up Shares Capital Not Paid (1) B. Fixed assets 5. Pre-payment for stocks in-transit. 426 427 C. Long-term investments 8. Bonds, debentures and Federal Government Development Stocks. D. Deferred charges 2. Concessions, Patents, Licences, Franchises, Trade marks and similar rights and assets (2) 4. Pre-payments for stocks in transit. E. Current Asset I. Stocks 4. Pre-payments for stocks in transit. II. Debtors (5) 6. Pre-payments and accrued income. III. Short-term investment 3. Other investments. IV. Cash at bank and in hand F Prepayments and accrued income (6) G. Creditors; amounts falling due within one year. 8. Other creditors including taxation (P.A.Y.E.) and National Provident Fund (social security) (9); 9. Accruals and deferred income (10). H. Net current assets (liabilities) (11) I. Total assets less current liabilities. J. Creditors: amount falling due after more than one year. 9. Accruals and deferred income (10). K. Provisions for liabilities and charges. 3. Other provisions. L. Accruals and deferred income (10) M. Capital and reserves. 1. Called up share capital (12); II Share premium account; III Revaluation reserves; IV Other reserve. 428 429 4. Other reserves. V. Profit and loss transferred from Profit and Loss Account or Income Statement. Balance Sheet Formats FORMAT 2 ASSETS A. Called up share capital not paid (1). B. Tangible assets. 4. Payments on account and assets in course of construction. C. Long-Term Investment 7. Own shares (Treasury Shares) (4) D. Deferred Charges 2. Concessions, patents, licences, trade marks and similar rights and issues (2) 4. Payments on account E. Current Assets. I Stocks 5. Payments for stocks in transit II Debtors (5) 6. Prepayments and accrued income (6) III Short-term Investments 3. Other investments. IV. Cash at bank and in hand F. Prepayments and accrued income (6) CAPITAL AND LIABILITIES A. Capital and Reserves. I. Called up share capital (12) II Share premium account III Revaluation reserve IV. Other reserves. 4. Other reserves. V. Profit and loss account (Retained Earnings) (12B) B. Current liabilities 5. Bills of exchange payable C. No-trade current liabilities. 2. Provisions for taxation including deferred taxes, National Provident Fund (social security) (9) 5. Transactions between and within group: 430 431 (a) Amount owed to group companies (b) Amount owed to related companies (c) Others. Portions of long-term liabilities due in the current period D. Long-term liabilities 3. Other long-term debts(portion not due next year). Notes on the balance sheet formats (1) Called up share capital not paid (Formats 1 and 2, items A and E, 11.5) This item may be shown in either of the two positions given in Formats 1 and 2. (2) Concessions, patents, licences, trade marks and similar rights and assets (Formats 1 and 2, item D2). Amounts in respect of assets shall only be included in a company’s balance sheet under this item if either- (a) the assets were acquired for valuable consideration and are not required to be shown under goodwill; or (b) the assets in question were created by the company itself. (3) Goodwill – (Formats 1 and 2, items D. 3. – Amounts representing goodwill shall only be included to the extent that the goodwill was acquired for valuable consideration. (4) Own shares –(Formats 1 and 2 items C 7 and E. III 2) – The nominal value of the shares held shall be shown separately. (5) Debtors – (Formats 1 and 2, items E II 1 to 6) – The amount falling due after more than one year shall be shown separately for each item included under debtors. (6) Prepayments and accrued income – (Formats 1 and 2, item E II 6 and F) – This item may be shown in either of the two positions given in Formats 1 and 2. (7) Debenture loans (7) – Format 1, item G 1 and B 1 and Format 2, item C I) – The amount of any convertible loans shall be shown separately. (8) Payments received on account:- (Format 1, items G 3 and 3 and Format 2, item C 3) – Payments received on account of orders shall be shown for each of these items in so far as they are not shown as deductions from stocks. (9) Other creditors including taxation – (Format 1, items G 8 and 8 and Format 2 item C 2)- The amount for creditors in respect of taxation shall be shown separately from the amount for other creditors. (10) Accruals and deferred income, - Format 1, items G9, 9 and L1 and Format 2, item C 4) – The two positions given for this item in Format 1 at E 9 and H 9 are an alternative to the position at J, but if the item is not shown in apposition corresponding to that at J it may be shown in either or both of the other two positions (as the case may require). The two positions given for this item in Format 2 are alternatives (11) Net current assets (liabilities).- (Format 1, item H) – In determining the amount to be shown for this item any amounts shown under prepayments and accrued income shall be taken into account wherever shown. (12) Called up share capital.- (Format 1, item k 1 and Format 2, item A)- The amount of allotted share capital and the amount of called up share capital which has been paid up shall be shown separately. (13) Creditors. – Amounts falling due within one year and after one year shall be shown separately for each of these items and their aggregate shall be shown separately for all of these items. 432 433 Profit and loss account formats FORMAT 1 (See note (17) below) 19. Other taxes under the above items 20 Profit or loss for the financial year 22. Dividend per share Profit and loss account formats FORMAT 2 5. (a) Raw materials and consumables (b) Other external charges 6. Staff costs (a) Wages and salaries (b) Other pension costs 7. (a) Depreciation of fixed assets, depletion and amortisation of wasting and intangible assets (b) Exceptional amounts written off current assets. 22. Profit or loss for the current year transferred to Retained Earnings or Reserve. Profit and loss account formats FORMAT 3 (See note (17) A. Charges 8. Extraordinary charges 434 435 11. Profit or loss for the financial year. B. Income 9. Profit or loss on ordinary activities after taxation 10 Extraordinary income 11. Profit or loss for the financial year. Notes on the profit and loss account format (14) Cost of sales; distribution costs: administrative expenses (Format 1 items 3, 4 and 5 and Format 3, items A 1,2, and 3, - These items shall be stated after taking into account any necessary provisions for depreciation or diminution in value of assets. (15) Income from other fixed asset investments: other interest receivable and similar income, - (Format 1, items 9 and 10: Format 2, items 11 and 12: Format 3, items B 5 and 6: Format 4, item B 7 and 8.) – Income and interest derived from group companies shall be shown separately from income and interest derived from other sources. (16) Interest payable and similar charges. – (Format 1, item 12: Format 2 item 14: Format 3, item A 5: Format 1, item A 7) – The amount payable to group companies shall, be shown separately. (17) Formats 1 and 3. – The amount of any provisions for depreciation and diminution in value of tangible and intangible fixed assets falling to be shown under items 7 (a) and A.4 (a) respectively in Formats 2 and 4 shall be disclosed in a note to the accounts in any case where the profit and loss account is prepared by reference to Format 1 or Format 3. ACCOUNTING PRINCIPLES AND RULES SECTION A ACCOUNTING PRINCIPLES 14. Subject to paragraph 15 the amounts to be included in respect of all items shown in a company’s financial statements shall be determined in accordance with generally accepted accounting principles, and with the Accounting Standards laid down from time to time by the Association of Chartered Accountants of Sierra Leone. Departure from the accounting principles 15. If it appears to the directors of a company that there are special reasons for departing from any of the principles stated above in preparing the company’s financial statements in respect of any financial year they may do so, but particulars of the departure, the reasons for it and its effect shall be given in a note to the SECTION B HISTORICAL COST ACCOUNTING RULES 16. Subject to section C of this Part, the amounts to be included in respect of all items shown in a company’s financial Statements shall be determined in accordance with the rules set out in paragraphs 17-28. Fixed assets 17. Subject to any provision for depreciation or diminution made in accordance with paragraphs 18 or 19 the amount to be included in respect of any fixed asset shall be its purchase price or production cost. 436 437 18. In the case of any fixed asset which has a limited useful economic life, the amount of– (a) its purchase price or production cost; or (b) where it is estimated that such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value; shall be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset’s useful economic life. 19. (1) Where a fixed asset investment of a description failing to be included under item B III of either of the balance sheet formats set out in Part I of this Schedule had diminished in value, provision for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly; and any such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the (2) Provisions for diminution in value shall be made in respect of any fixed asset which had diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it shall be reduced accordingly; and such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts. (3) Where the reasons for which any provision was made in accordance with sub-paragraph (1) or (2) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary; and any amounts written back in accordance with this sub-paragraph which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts. Rules for determining particular fixed asset items 20. (1) Notwithstanding that an item in respect of “development costs” is included under fixed assets” in the balance sheet formats set out in Part I of this Schedule, “an amount may only be included in a company’s balance sheet in respect of development costs in special circumstances. (2) If any amount is included in a company’s balance sheet in respect of development costs the following information shall be given in a note to the accounts- (a) the period over which the amount of those costs originally capitalised is being or is to be written off; and (b) the reason for capitalising the development costs in question. 21. (1) The application of paragraphs 17 to 19 in relation to goodwill (in any case where goodwill is treated as an asset) is subject to the following provisions of this paragraph. (2) The amount of the consideration for goodwill acquired by a company shall be reduced by provisions for amortisation calculated to write off that amount systematically over a period of 5 years or less as may be determined by the directors of the company. (3) In any case where any goodwill acquired by a company is shown or included as an asset in the company’s balance sheet the period chosen for writing off the consideration for that goodwill and the reasons for choosing that period shall be disclosed in a note to the accounts. Current Assets 22. Subject to paragraph 23, the amount to be included in respect of any current asset shall be its purchase price or production cost. 23. (1) If the net realisable value of any current asset is lower than its purchase price or production cost the amount to be included in respect of that asset shall be the net realisable value. (2) Where the reason for which any provision for diminution in value was made in accordance with sub-paragraph (1) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary. Miscellaneous and supplementary provision Excess of money owed over value received as an asset item 24. (1) Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset. 438 439 (2) Where such amount is so treated– (a) it shall be completely written off before repayment of the debt; and (b) and the current amount is not shown as a separate item in the company’s balance sheet it must be disclosed in a note to the accounts. Assets included at a fixed amount 25. (1) Subject to the following sub-paragraph assets which fail to be included– (a) amongst the fixed assets of a company under the item “raw material and consumables” ; may be included at a fixed quantity and value. (b) their quantity, value and composition are not subject to material variation. Determination of purchase price or production cost 26. (1) The purchase price of an asset shall be determined by adding to the actual price paid any expenses incidental to its acquisition. (2) The production cost of an asset shall be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the company which are directly attributable to the production of that asset. (3) In addition, there may be included in the production cost of an asset– (a) a reasonable proportion of the costs incurred by the company which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production; and (b) interest on capital borrowed to finance the production of that asset, to the extend that it accrues in respect to of the period of production; but in a case within paragraph (a) the inclusion of the interest in determining the cost of that asset and the amount of the interest so included is disclosed in a note to the accounts. 440 441 (4) In the case of current assets distribution costs may not be included in production costs. 27. (1) Subject to the qualification mentioned in sub-paragraph (5), the purchase price or production cost of– (a) any assets which fail to be included under any item shown in a company’s balance sheet under the general item “stocks” and (b) any assets which are tangible assets (including investments); may be determined by the application of any of the methods mentioned in subparagraph (2) of this paragraph in relation to any such assets of the same class. (2) The method chosen must be one which appears to the directors to be appropriate in the circumstances of the company. (3) These methods are– (a) the method known as “first in, first out” (FIFO): (b) the method known as “last in, first out” (LIFO) (c) a weighted average price; and (d) any other method similar to any of the methods mentioned above. (3) Where in the case of any company- (a) the purchase price or production of assets failing to be included under any item shown in the company’s balance sheet has been determined by the application of any method permitted by this paragraph; and (b) the amount shown in respect of that item differs materially from the relevant alternative amount given below in this paragraph; the amount of that difference shall be disclosed in a note to the accounts. (4) Subject to sub-paragraph (5) below for the purposes of subparagraph (3) (b) above, the relevant alternative amount, in relation to any item shown in a company’s balance sheet, is the amount which would have been shown with respect to that item if assets of any class included under that item at an amount determined by any method permitted by this paragraph had instead been included at their replacement cost as at the balance sheet date. (5) The relevant alternative amount may be determined by reference to the most recent actual purchase price production cost before the balance sheet date of assets of any class included under the item in question instead of by reference to their replacement cost as at that date, but only if the former appears to the directors of the company to constitute the more appropriate standard of comparison in the case of assets of that class. (6) For the purposes of this paragraph, assets of any description shall be regarded as tangible if assets of that description are substantially indistinguishable one from another. Substitution of original stated amount where price or cost unknown 28. Where there is not record of the purchase price or production cost of any assets of a company or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 26, or such record cannot be obtained without unreasonable expense or delay, its purchase price or production cost shall be taken for the purposes of paragraph 17 to 23 to be the value record of its value made on or after its acquisition or production by the C. ALTERNATIVE ACCOUNTING RULES 29. (1) The rules set out in section B are referred to below in this Schedule as the historical cost accounting rules. (2) These rules, with the omission of paragraphs 16, 21 and 25 to 28, are referred to below in this Part as the depreciation rules and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 32. 30. Subject to paragraphs 32 to 34 the amount to be included in respect of assets of any description mentioned in paragraph 26 may be determined on any basis so mentioned. Alternative accounting rules 31. (1) Intangible fixed assets, other than goodwill, may be included at their current cost. (2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost. (3) Investments of any description failing to be included under item 13 of either of the balance sheet formats set out in Part I of this Schedule may be included either- (a) at a market value determined as at the date of their last valuation; or (b) at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company, but in the latter case particulars of the method of valuation adopted and of the reasons for adopting it shall be disclosed in a note to the accounts. (4) Investments of any description failing to be included under item C III of either of the balance sheet formats set out in Part I of this Schedule may be included at their current cost. (5) Stocks may be included at their current cost. Application of the depreciation rules 32. (1) Where the value of any assets of a company is determined on any basis mentioned in paragraph 31, that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company’s accounts, instead of its purchase price or production cost or any value previously so determined for that asset; and the depreciation rules shall apply accordingly in relation to such asset cost of reference to the value most recently determined for that asset on any basis mentioned in paragraph 31. 442 443 (2) The amount of any provision for depreciation required in the case of any fixed asset by paragraph 18 or 19 as it applies by virtue of sub-paragraph (1) is referred to as the historical cost amount. (3) Where sub-paragraph (1) applies in the case of any fixed asset the amount of any provision for depreciation in respect of that asset- (a) included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question; or (b) taken into account in stating any item so shown which is required by note (14) of the notes on the profit and loss account formats set out in Part I of this Schedule to be stated after taking into account any necessary provisions for depreciation or diminution in value of assets included under it, may be the historical cost amount instead of the adjusted amount provided that the amount of any difference between the two is shown separately in the profit and loss account or in a note to the accounts. Additional information to be provided in case of departure from historical costs accounting rules 33. (1) This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company’s accounts have been determined on any basis mentioned in paragraph 31. (2) The items affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of such item shall be disclosed in a note to the accounts. (3) In the case of each balance sheet item affected (except stocks) either– (a) the comparable amounts determined accounting to the historical cost accounting rules; or (b) the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item; shall be shown separately in the balance sheet or in a note to the accounts. (4) In sub-paragraph (3) references in relation to any item to the comparable amounts determined are references to– (a) the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and (b) the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules. Revaluation reserve 34. (1) With respect to any determination of the value of an asset of a company on any basis mentioned in paragraph 31, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value to be determined and any adjustments of provisions made in the light of that determination) shall be credited or (as the case may be) debited to a separate reserve (“the revaluation reserve”). (2) The amount of the revaluation reserve shall be shown in the company’s balance sheet under a separate bus-heading in the position given for the item “revaluation reserve” in Format 1 or 2 of the balance sheet formats set out in Part 1 of this Schedule, but need not be shown under that name. (3) The revaluation reserve shall be reduced to the extent that the amounts standing to the credit of the reserve are in the opinion of the directors of the company no longer necessary for the purpose of the accounting policies adopted by the company; but an amount may only be transferred from the reserve to the profit and loss account if either– (a) the amount in question was previously charged to that account; or (b) it represents realised profit. (4) The treatment for taxation purposes of amounts credited or debited to the revaluation reserve shall be disclosed in a note to the accounts. 444 445 PART III NOTES TO THE ACCOUNTS 35. Any information required in the case of any company by the following provisions of this Part of this Schedule shall, (if not given in the company’s accounts) be given by way of a note to those accounts. Disclosure of accounting policies 36. The accounting policies adopted by the company in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company shall be stated (including policies with respect to the depreciation and diminution in value of assets). Information supplementing the balance sheet 37. Paragraphs 38 to 50 require information which either supplement the information given with respect to any particular items shown in the balance sheet or is otherwise relevant to assessing the company’s state of affairs in the light of the information so given. Share capital and debentures 38. (1) The following information shall be given with respect to the company’s share capital– (a) the authorised share capital; and (b) where shares of more than one class have been allotted , the number and aggregate nominal value or shares of each class allotted. (2) In the case of any part of the allotted share capital that consists of redeemable shares the following information shall be given- (a) the earliest and latest dates on which the company has power to redeem those shares; (b) whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder; and (c) whether any (and, if so, what) premium is payable on redemption. 39. If the company has allotted any shares during the financial year, the following information shall be given– (a) the reason for making the allotment; (b) the classes of shares allotted; and (c) the price to be paid for the shares allotted. 40. (1) If the company has issued any debentures during the financial year to which the accounts relate, the following information shall be given– (a) the reason for making the issue; (b) the classes of debentures issued; and (c) as respects each class of debentures, the amount issued and the consideration received by the company for the issue. (2) Particulars of any redeemed debentures which the company has power to reissue shall also be given. (3) Where any of the company’s debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the accounting records kept by the company in accordance with this Act. Fixed assets 41. (1) In respect of each item which is or would but for paragraph 8,(4) (b) shown under the general item “fixed assets” in the company’s balance sheet the following information shall be given– 446 447 (a) the appropriate amounts in respect of that item as at the date of the beginning of the financial year and as at the balance sheet date respectively; (b) the effect on any amount shown in the balance sheet in respect of that item of– (i) any revision of the amount in respect of any assets included under that item made during that year on any basis mentioned in paragraph 31; (ii) acquisitions of any assets during that year; (iii) disposals of any assets during that year; and (iv) any transfers of assets of the company to and from that item during that year. (2) The reference in sub-paragraph (1) (a) to the appropriate amounts in respect of any item as at any date mentioned in that sub-paragraph is a reference to amounts representing the aggregate amounts determined, as at that date, in respect of assets falling to be included under that base on either of the following bases, that is– (a) on the basis of purchase price or production cost (determined in accordance with paragraphs 21 and 27); or (b) on any basis mentioned in paragraph 31, (leaving out of account in either case any provision for depreciation or diminution in value). (3) In respect of each item within sub-paragraph (1)– (a) the cumulative amount of provisions for depreciation or diminution in value of assets included under that item as at each date mentioned in sub-paragraph (1) (a); (b) the amount of such provisions made in respect of the financial year; (c) the amount of any adjustment made in respect of such provisions during that year in consequence of the disposal of any assets; and (d) the amount of any other adjustments made in respect of such provisions during that year; shall also be stated. 42. Where any fixed assets of the company other than listed investments are included under any item shown in the company’s balance sheet at an amount determined on any basis mentioned in paragraph 31, the following information shall be given– (a) the years (so far as they are known to the directors) in which the assets were severally valued and the several values; and (b) in the case of assets that have been valued during the financial year, the name of the persons who valued them or particulars of their qualification for doing so and (whichever is stated) the bases of valuation used by them. 43. In relation to any amount which is or would but for paragraph 8 (4) (b), be shown in respect of the item “Land and buildings” in the company’s balance sheet there shall be stated– (a) how much of the amount is ascribable to land held under statutory right of occupancy and how much to land held under a sublease; and (b) how much of the amount ascribable to land held under a sublease is ascribable to land held on long lease and how much to land held on short lease. Investments 44. (1) In respect of the amount of each item which is or would for paragraph 8 (4) (b) be shown in the company’s balance sheet under the general item ‘investments’ (whether as fixed assets or as current assets) there shall be stated- (a) how much of that amount is ascribable to listed investments; and (b) how much of any amount so ascribable is ascribable to investments as respects which there has been granted a listing on a recognised stock exchange and how much to other listed investments. 448 449 (2) Where the amount of any listed investments is stated for any item in accordance with sub-paragraph (1) (a), the following amounts shall also be stated– (a) the aggregate market value of those investments where it differs from the amount so stated; and (b) both the market value and the stock exchange value of any investments of which the former value is, for the purposes of the accounts, taken as being higher than the latter. 45. (1) Where any amount is transferred– (a) to or from any reserves; or (b) to any provisions for liabilities and charges; or (c) from any provisions for liabilities and charges otherwise than for the purpose for which the provision was established; and the reserves or provisions are or would but for paragraph 8 (4) (b) be shown as separate items in the company’s balance sheet, the information mentioned in sub-paragraph 2 shall be given in respect of the aggregate of reserves or provisions included in the same item. (2) That information is– (a) the amount of reserves or provisions as at the date of the beginning of the year and as at the balance sheet date respectively; (b) any amount transferred to or from the reserves or provisions during that year; and (c) the source and application respectively of any amount so transferred. (3) Particulars shall be given of each provision included in the item “other provisions” in the company’s balance sheet in any case where the amount of that provision is material. Provision for taxation 46. The amount of any provisions for taxation other than deferred taxation shall be stated. Details of indebtedness 47. (1) In respect of each item shown under “creditors” in the company’s balance sheet there shall be stated- (a) the aggregate amount of any debts included under that item which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of 5 years beginning with the day next following the end of the financial year; and (b) the aggregate amount of any debts so included which are payable or repayable by instalments and any of which fall due for payment after the end of that period; and in the case of debts within paragraph (b) the aggregate amount of instalments falling due after the end of that period shall also be disclosed for each item. (2) Subject to sub-paragraph (3), in relation to each debt falling to be taken into account under sub-paragraph (1), the terms of payments or repayment and the rate of any interest payable on debt shall be stated. (3) If the number of debts is such that, in the opinion of the directors, compliance with sub-paragraph (2) would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms of payment or repayment and the rates of any interest payable on the debts. (4) In respect of each item shown under “creditors” in the company’s balance sheet there shall be stated– (a) the aggregate amount of any debts included under that item in respect of which any security has been given by the company; and (b) an indication of the nature of the securities so given. 450 451 (5) References above in this paragraph to an item shown under “creditors” in the company’s balance sheet include references where amounts falling due to creditors within one year and after more than one year are distinguished in the balance sheet– (a) in a case within sub-paragraph (1), to an item shown under the latter of those categories; and (b) in a case within sub-paragraph (4), to an item shown under either of those categories; and references to items shown under “creditors” include references to items which would but for paragraph 8 (4) (b) be shown under that heading. 48. If any fixed cumulative dividends on the company’s shares are in arrears, there shall be stated– (a) the amount of the arrears; and (b) the period for which the dividends or, if there is more than one class, each class of them are in arrear. Guarantee and other financial commitments 49. (1) Particulars shall be given of any charge on the assets of the company to secure the liabilities of any other person, including where practicable, the amount secured. (2) The following information shall be given with respect to any other contingent liability not provided for– (a) the amount or estimated amount of that liability; (b) its legal nature; and (c) whether any valuable security has been provided by the company in connection with that liability and if so, what. (3) There shall be stated, where practicable– (a) the aggregate amount or estimated amount of contracts for capital expenditure, so far as not provided for; and (b) the aggregate amount or estimated amount of capital expenditure authorised by the directors which has not been contracted for. (4) Particulars shall be given of– (a) any pension commitments included under any provision shown in the company’s balance sheet; and (b) any such commitments for which no provision has been made; and where any such commitment relates wholly or partly to pensions payable to past directors of the company separate particulars shall be given of that commitment so far as it relates to such pensions. (5) Particulars shall also be given of any other financial commitments which– (a) have not been provided for: and (b) are relevant to assessing the company’s state of affairs. (6) Commitments within any of the preceding sub-paragraphs undertaken on behalf of or for the benefit of – (a) any holding company or fellow subsidiary of the company; (b) any subsidiary of the company; shall be stated separately from the other commitments within that sub-paragraph and commitments within paragraph (a) shall be stated separately from those within paragraph (b). Miscellaneous Matters 50. (1) Particulars shall be given of any case where the purchase price or production cost of any asset is for the first time determined under paragraph 28. (2) Where any outstanding loan made under the authority of section 134 (2) (b) or (c) of this Act (various cases of financial assistance by a company for purchase of its own shares) are included under any item shown in the company’s balance sheet, the aggregate amount of those loans shall be disclosed for each item in question. 452 453 (3) The aggregate amount which is recommended for distribution by way of dividend shall be stated. PART IV INFORMATION SUPPLEMENTING THE PROFIT AND LOSS ACCOUNT 51. Paragraphs 52 to 56 requires information which either supplements the information given with respect to any particular items shown in the profit and loss account or otherwise provides particulars of income or expenditure of the company or of circumstances affecting the items shown in the profit and loss account. Separate statement of certain items of income and expenditure 52. (1) Subject to the following provisions of this paragraph, each of the amounts mentioned below shall be stated. (2) The amount of the interest on or any similar charges in respect of- (a) bank loans and overdrafts, and loans made to the company (other than bank loans and overdrafts) which– (i) are repayable otherwise than by instalments and fall due for repayment before the end of the period of five years beginning with the day next following the end of the financial year; or (ii) are repayable by instalments the last of which falls due for payment before the end of that period; and (b) loans of any other kind made to the company. This sub-paragraph shall not apply to interest or charges on loans to the company from group companies, but with that exception, it applies to interest for charges on all loans, whether made on the security of debentures or not. (c) the amounts respectively set aside for redemption of share capital and for redemption of loans. (d) the amount of income from listed investments. (e) The amount of rents from land (after deduction of ground rents, rates and other outgoings). This amount need only be stated if a substantial part of the company’s revenue for the financial year consists of rents from land. (f) The amount charged to revenue in respect of sums payable in respect of the hire of plant and machinery. (g) The amount of the remuneration of the auditors (taking “remuneration”, for the purposes of this sub-paragraph, as including any sums paid by the company in respect of the auditors’ expenses). Particulars of Taxes 53. (1) The basis on which the date of tax applicable to companies is computed shall be stated. (2) Particulars shall be given of any special circumstances affecting liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years. (3) The following amount shall be stated- (a) the amount of the corporate tax; (b) if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief; (c) the amount of the charge for income tax; and (d) the amount of the charge for taxation imposed on profits made outside Sierra Leone, income and (so far as charged to revenue) capital gains. These amounts shall be stated separately in respect of the amount which is or would but for paragraph 8 (4) (b) be shown under the following items in the profit and loss account, that is “tax on profit or loss on ordinary activities” and “tax on extraordinary profit or loss”. 454 455 Particulars of turnover 54. (1) If in the course of the financial year the company has carried on business of two or more lines that, in the opinion of the directors, differ substantially from each other, there shall be stated in respect of each line (describing it)– (a) the amount of the turnover attributable to that line; and (b) the amount of the profit or loss of the company before taxation which is in the opinion of the directors attributable to that line. (2) If in the course of the financial year the company has supplied markets that, in the opinion of the directors, differ substantially from each other, the amount of the turnover attributable to each market shall also be stated. (3) In this paragraph “market” means a market delimited by geographical bounds. (4) In analysing for the purposes of this paragraph, the source, in terms of business or in terms of market, of turnover or, (as the case may be) of profit or loss, the directors of the company shall have regard to the manner in which the company’s activities are organised. (5) For the purposes of this paragraph- (a) classes of business which, in the opinion of the directors, do not differ substantially from each other shall be treated as one class; and (b) markets which, in the opinion of the directors, do not differsubstantially from each other shall be treated as one market: and any amounts properly attributable to one line of business or (as the case may be) to one market which are not material may be included in the amount stated in respect of another. Particulars of staff 55. (1) The following information shall be given with respect to the employees of the company– (a) the average number of persons employed by the company in the financial year; and (b) the average number of persons so employed within each category of persons employed by the company. (2) The average number required by sub-paragraph (1) (a) or (b) shall be determined by dividing the relevant annual number by the number of weeks in the financial year– (3) The relevant annual number shall be determined by ascertaining for each week in the financial year– (a) for the purposes of sub-paragraph (1) (a), the number of persons employed under contracts of service by the company in that week (whether throughout the week or not); (b) for the purposes of sub-paragraph (1) (a), the number of persons in the category in question of person so employed; and in either case, adding all the weekly numbers. (4) In respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of sub-paragraph (1) (a) there shall be stated the aggregate amounts respectively of– (a) wages and salaries paid or payable; and (b) other pension costs so incurred; in so far as those amounts or any of them are stated in the profit and loss account. (5) The categories of persons employed by the company by reference to which the number required to be disclosed by sub-paragraph (1) (b) is to be determined shall be such as the directors may select having regard to the manner in which the company’s activities are organised. Miscellaneous matters 56. (1) Where any amount relating to any preceding year is included in any item in the profit and loss account, the effect shall be stated. (2) Particulars shall be given of any extraordinary income or charges arising in the year. 456 457 (3) The effect shall be stated of any transactions that are exceptional by virtue of size or incidence though they fall within the ordinary activities of the General 57. (1) Where sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account, the basis on which those sums have been translated into Sierra Leonean currency shall be stated. (2) In respect of every item stated in a note to the accounts the corresponding amount for the financial year immediately preceding that to which the accounts relate shall also be stated and where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given.