PART I — PARTICULARS OF SUBSIDIARIES
1. If, at the end of the year, the company has subsidiaries there shall, in the case of each subsidiary, be stated—
(a) the name of the subsidiary—
(i) if it is incorporated in Nigeria, the address of its registered office, and
(ii) if it is incorporated outside Nigeria, the country in which it is incorporated and the address of its registered office ; and
(b) in relation to shares of each class of the subsidiary held by the company, the identity of the class and the proportion of the nominal value of the allotted shares of that class represented by the shares held.
2. The particulars required under paragraph 1 include, with reference to the proportion of the nominal value of the allotted shares of a class represented by shares held by the company, a statement of the extent (if any) to which it consists in shares held by, or by a nominee for, a subsidiary of the company and the extent (if any) to which it consists in shares held by, or by a nominee for, the company itself.
3. Paragraph 1 does not require the disclosure of information with respect to a body corporate which is the subsidiary of another and is incorporated outside Nigeria or, being incorporated in Nigeria, carries on business outside it if the disclosure would, in the opinion of the Minister, be harmful or jeopardise national interest.
4. If, at the end of its financial year, the company has subsidiaries and the directors are of the opinion that the number of them is such that compliance with paragraph 1 would result in particulars of excessive length being given, compliance with that paragraph shall be required only in the case of the subsidiaries carrying on the business, the results of the carrying on of which
(in the opinion of the directors), principally affected the amount of the profit or loss of the company and its subsidiaries or the amount of the assets of the company and its subsidiaries.
5. If advantage is taken of paragraph 4, there shall be included in the statement required by this Part the information that it deals only with the subsidiaries carrying on such businesses as are referred to in that paragraph; and in that case section 382 (3) of this Act (subsequent disclosure with annual return) applies to the particulars given in compliance with paragraph 1, together with those which (but for the fact that advantage is taken) would have to be given.
6. For purposes of this Part, shares of a body corporate are treated as held, or not held, by another body if they would, by virtue of section 381 (4) of this Act be treated as being held or (as the case may be) not held by that other body for the purpose of determining whether the first mentioned body is its subsidiary.
PART II—SHAREHOLDING IN COMPANIES OTHER THAN SUBSIDIARIES
7. If, at the end of a year, the company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value 20% of the nominal value of the allotted shares of that class, there shall be stated—
(a) the name of that other body corporate, if it is incorporated—
(i) in Nigeria and if it is registered in Nigeria, the part of Nigeria in which it is registered ; and
(ii) outside Nigeria, the country in which it is incorporated ;
(b) the identity of the class and the proportion of the nominal value of the allotted shares of that class represented by the shares held ;
(c) if the company also holds shares in that other body corporate or another class (whether or not comprised in its equity share capital), or of other classes (whether or not so comprised), the like particulars as respects that other class or (as the case may be) those other classes ; and
(d) the accounting treatment, (the equity or costs).
8. If, at the end of its year, the company holds shares comprised in the share capital of another body corporate (not being its subsidiary) exceeding in nominal value one-tenth of the allotted share capital of that other body, there shall be stated—
(a) with respect to that other body corporate, the same information as is required by paragraph 7 (a) ; and
(b) the identity of each class of such shares held and the proportion of the nominal value of the allotted shares of that class represented by the shares of that class held by the company.
9. If, at the end of its year, the company holds shares in another body corporate
(not being its subsidiary) and the amount of all shares in it which the company holds (as stated or included in the company accounts) exceeds one-tenth of the amount of the company’s assets (as so stated), there shall be stated—
(a) with respect to the other body corporate, the same information as is required by paragraph 7(a) ; and
(b) in relation to shares in that other body corporate of each class held, the identity of the class and the proportion of the nominal value of the allotted shares of that class represented by the shares held.
10. None of the provisions of this Part requires the disclosure by a company of information with respect to another body corporate if that other is incorporated outside Nigeria or, being incorporated in Nigeria, carries on business outside it if the disclosure would, in the opinion of the company’s directors, be harmful to the business of the company or of that other body and the Minister agrees that the information need not be disclosed.
11. If, at the end of its year, the company falls within paragraph 7 or 8 in relation to more bodies corporate than one, and the number of them is such that, in the directors’ opinion, compliance with either or both of those paragraphs would result in particulars of excessive length being given, compliance with paragraph 7 or (as the case may be) paragraph 8, is not required except in the case of bodies carrying on the business the results of the carrying on of which
(in the directors’ opinion) principally affected the amount of the profit or loss of the company or the amount of its assets.
12. If advantage is taken of paragraph 11, there shall be included in the statement dealing with the bodies last mentioned in that paragraph, the information that it deals with them ; and section 382 (3) of this Act (subsequent disclosure in annual return) applies to the particulars given in compliance with paragraph 7 or 8 (as the case may be), together with those which, but, for the fact that advantage is so taken, would have to be so given.
13. For the purposes of this Part, shares of a body corporate are treated as held, or not held, by another such body if they would, by virtue of section
381 (4) of this Act (but on the assumption that paragraph (b)(ii) were omitted from that subsection) be treated as being held or (as the case may be), not held, by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.
PART III—FINANCIAL INFORMATION ABOUT SUBSIDIARIES
14. If—
(a) at the end of its year the company has subsidiaries ; and
(b) it is required under paragraph 1 in Part I to disclose particulars with respect to any of those subsidiaries, the additional information specified below shall be given with respect to each subsidiary to which the requirement under paragraph 1 applies.
15. If —
(a) at the end of the year the company holds shares in another body corporate ;
(b) it is required under paragraph 8 in Part II above to disclose particulars with respect to that body corporate ; and
(c) the shares held by the company in that body corporate exceed in nominal value 50% of the allotted share capital of that body, the additional information specified below shall be given with respect to that body corporate.
16. The information required under paragraph 10, shall, in relation to anybody corporate (whether a subsidiary of the company or not), contain the aggregate amount of the capital and reserves of that body corporate as at the end of its relevant year, and its profit or loss for that year; and for this purpose, the relevant year is, if—
(a) the year of the body corporate ends with that of the company giving the information in a note to its accounts, that financial year ; and
(b) not, the body corporate’s financial year ending last before the end of the year of the company giving that information ; this is subject to the exceptions and other provisions of paragraph 17.
17.—(1) Information otherwise required by paragraph 16 need not be given in respect of a subsidiary of a company if, either—
(a) the company is exempt under this Act from the requirement to prepare group accounts, as being at the end of its year the wholly-owned subsidiary of another body corporate incorporated in Nigeria, or the company prepares group accounts and—
(i) the accounts of the subsidiary are included in the group accounts, or
(ii) the investment of the company in the shares of the subsidiary is included in, or in a not to, the company’s accounts by way of the equity method of valuation.
(2) The information under subparagraph (1) need not be given in respect of another body corporate in which the company holds shares if the company’s investment in those shares is included in, or in a note to, the accounts by way of the equity method of valuation.
(3) The information under subparagraph (1) need not be given in respect of anybody corporate if—
(a) that body is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant year mentioned in paragraph 16, and does not otherwise publish that balance sheet in Nigeria or elsewhere ; and
(b) the shares held by the company in that body do not amount to at least
50% in nominal value of the body’s allotted share capital.
(4) The Information required by paragraph 16 need not be given if it is not material.
18. Where, with respect to any subsidiary of the company or any other body corporate, particulars which would be required under paragraph 1 in
Part I or paragraph 8 in Part II of this Schedule to be stated in a note to the company’s accounts are omitted by virtue of paragraph 4 or (as the case may be) paragraph 11, section 382 (3) of this Act (subsequent disclosure in next annual return) shall apply to any information—
(a) with respect to any other subsidiary or body corporate which is given in a note to the company’s accounts in accordance with this Part ; and
(b) which would have been required by this Part to be given in relation to a subsidiary or other body corporate but for the exemption under paragraph 4 or11.
19. For the purposes of this Part, shares of a body corporate shall be treated as held, or not held, by the company if they would, by virtue of section
381 (4) of this Act (but on the assumption that section 381 (4) (b) (ii) were omitted from that subsection), be treated as being held or (as the case may be), not held by the company for the purpose of determining whether that body corporate is the company’s subsidiary.
PART IV—IDENTIFICATION OF ULTIMATE HOLDING COMPANY
20. If, at the end of its year, the company is the subsidiary of another body corporate, there shall be stated the name of the body corporate regarded by the directors as being the company’s ultimate holding company and, if known to them, the country in which it is incorporated.
21. Paragraph 20 does not require the disclosure by a company which carries on business outside Nigeria of information with respect to the body corporate regarded by the Minister as being its ultimate holding company if the disclosure would, in his opinion, be harmful to or jeopardise national interest.
PART V—CHAIRMAN’S AND DIRECTORS’ EMOLUMENTS, PENSIONS AND
COMPENSATION FOR LOSS OF OFFICE EMOLUMENTS
22.—(1) There shall be shown the aggregate amount of the directors’ emoluments.
(2) This amount—
(a) includes any emolument paid to or receivable by a person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary of it or in connection with the management of the affairs of the company or any subsidiary of it ; and
(b) shall distinguish between emoluments in respect of services of a director, whether of the company or its subsidiary, and other emoluments.
(3) For the purposes of this paragraph, “emolument” in relation to a director, includes fees and percentages, any sums paid by way of expenses, allowances, (in so far as those sum are charged to Nigerian income tax), any contribution paid in respect of him under any pensions scheme and estimated money value of any other benefit received by him otherwise than in cash.
23. A company which is neither a holding company nor a subsidiary of another body corporate need not comply with paragraphs 24-27 as respects a year in the case of which the amount shown in compliance with paragraph 22 does not exceed N120,000.
24.—(1) This paragraph applies to the emoluments of the company’s chairman, and for this purpose “chairman” means the person elected by the directors to be chairman of their meetings and includes a person, who, though not so elected, holds any office (however designated) which, in accordance with the company’s constitution, carries with it functions substantially similar to those discharged by a person so elected.
(2) If one person has been chairman throughout the year, there shall be shown with respect to that person during the year, his emoluments so far as attributable to the period during which he was chairman, unless his duties as chairman were wholly or mainly discharged outside Nigeria.
(3) There shall be shown with respect to each person who has been chairman during the year, his emoluments so far as attributable to the period during which he was chairman, unless his duties as chairman were wholly or mainly discharged outside Nigeria.
25.—(1) This paragraph applies to the emoluments of directors.
(2) With respect to all directors (other than any who discharged their duties as such wholly or mainly outside Nigeria), there shall be shown—
(a) the number (if any) who had no emoluments or whose several emoluments amounted to not more than N10,000 ; and
(b) by reference to each pair of adjacent points on a scale whereon the lowest point is N10,000 and the succeeding ones are successive integral multiples of N10,000, the number (if any) whose several emoluments exceeded the lowest point but did not exceed the higher.
(3) If, one of the directors (other than any who discharged his or their duties as such wholly or mainly outside Nigeria), the emoluments of each of two or more exceed the relevant amount, the emoluments (or, in the case of equality) who had the greater or, as the case may be, the greatest, shall also be shown.
(4) If, one of the directors (other than any who discharged his or their duties as such wholly or mainly outside Nigeria), the emoluments of each of two or more exceed the relevant amount, his or their emoluments (or, in the case of equality) who had the greater or, as the case may be, the least, shall also be shown.
(5) The “relevant amount”—
(a) if one person has been chairman throughout the year, means the amounts emoluments ; and
(b) otherwise, means an amount equal to the aggregate of the emoluments, so far as attributable to the period during than contributions paid in respect of him under pension scheme) as in his case are to be included in the payment shown under the paragraph 22.
26. There shall, under paragraphs 24 and 25, be brought into account as emoluments of a person all such amounts (other than contributions paid in respect of him under a pension scheme) as in his case are to be included in the payment shown under paragraph 22.
Emoluments Waived
27. There shall be shown—
(a) the number of directors who have waived rights to receive emoluments which, but for the waiver, would have fallen to be included in the payment shown under paragraph 22 ; and
(b) a sum not so receivable that was payable only on demand, being a sum the right to receive which has been waived, is deemed to have been due for payment at the time of the waiver.
Pensions of Directors and past Directors.
28.—(1) There shall be shown the aggregate amount of directors’ or past director’s pensions.
(2) This amount does not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions under it are substantially adequate for the maintenance of the scheme, but, subject to this scheme, it includes any pension paid or receivable in respect of such services of a director or past director as are mentioned in paragraph 22 (2) whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person.
(3) The amount shown shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions.
Compensation to directors for loss of office
29.—(1) There shall be shown the aggregate amount of any compensation to directors or past directors in respect of loss of office.
(2) This amount—
(a) includes any sums paid to or receivable by a director or past director by way of compensation for the loss of office as director of the company or for the loss, while director of the company or on or in connection with his ceasing to be a director of it, or of any other office in connection with the management of the company’s affairs or of any office as director or in connection with the management of the affairs of any subsidiary of the company ; and
(b) shall distinguish between compensation in respect of the office of director, whether of the company or its subsidiary, and compensation in respect of other offices.
(3) References to compensation for loss of office includes sums paid as consideration for or in connection with a person’s retirement from office.
Supplementary
30.—(1) This paragraph applies with respect to the amounts shown under paragraphs 22, 28 and 29.
(2) The amount in each case includes all relevant sums paid by or receivable from—
(a) the company ;
(b) the company’s subsidiaries ; and
(c) any other person, except sums to be accounted for to the company or any of its subsidiaries, to past or present members of the company or any of its subsidiaries or any class of those members.
(3) The amount shown under paragraph 29 shall distinguish between the sums respectively paid by or receivable from the company, the company’s subsidiaries and persons other than the company and its subsidiaries.
31.—(1) The amounts shown for any year under paragraphs 22, 28 and 29 are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.
(2) Where the sums—
(a) are not shown in a note to the accounts for the relevant year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 30 (2), but the liability is thereafter wholly or partly released or is not enforced within a period of two years, or
(b) paid by way of expenses allowance are charged to income tax after the end of the relevant year, those sums shall, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in a note to the first accounts in which it is practicable to show them, and shall be distinguished from the amounts to be shown apart from this provision.
32. Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount shown in compliance with this Part, the directors may apportion any payment between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.
Interpretation
33.—(1) This paragraph applies for the interpretation of paragraphs
22-32.
(2) A reference to the company’s subsidiary—
(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company’s nomination (direct or indirect) or any other body corporate includes, (subject to subparagraph (2) that body corporate, whether or not it is or was in fact the company’s subsidiary ; and
(b) for the purposes of paragraphs 22-28 (including any provision of this
Part referring to paragraph 22) is to a subsidiary at the time the services were rendered, and for the purposes of paragraph 29, to a subsidiary immediately before the loss of office as director.
(3) For the purpose of this paragraph—
(a) “pension” includes any superannuation allowance, superannuation gratuity or similar payment ;
(b) “pension scheme” means a scheme for the provision of pension in respect of services as director or otherwise which is maintained in whole or in part by means of contributions ; and
(c) “contribution”, in relation to a pension scheme, means any payment
(including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions become payable under the scheme, except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.
Supplementary
34. This Part of the Schedule requires information to be given only if it is contained in the company’s books and papers or the company has the right to obtain it from the persons concerned.
PART VI—PARTICULARS RELATING TO NUMBER OF EMPLOYEES
REMUNERATED AT HIGHER RATES
35.—(1) There shall be shown by reference to each pair of adjacent points on a scale whereon the lowest point is N60,000 and the succeeding ones are successive integral multiples of N10,000 beginning with that in the case of which the multiplier is seven, the number (if any) of persons in the company’s employment whose several emoluments exceeded the lower point but did not exceed the higher.
(2) The persons whose emoluments are to be taken into account for this purpose shall not include—
(a) directors of the company ; or
(b) persons (other than directors of the company) who if employed by the company—
(i) throughout the financial year, worked wholly or mainly during that year outside Nigeria, or
(ii) for part only of that year, worked wholly or mainly during that part outside Nigeria.
36.—(1) For the purpose of paragraph 35, a person’s emoluments include any sum paid to or receivable by him from the company, the company’s subsidiaries and any other person in respect of his services as a person in the employment of the company or a subsidiary of it or as a director of a subsidiary of the company
(except sums to be accounted for to the company or any of its subsidiaries).
(2) In this paragraph, “Emoluments” includes fees and percentages, any sums paid by way of expenses allowances if those sums are charged to Nigerian income tax, and the estimated money value of any other benefits received by a person otherwise than in cash.
(3) The amounts to be brought into account for the purpose of complying with paragraph 35, are the sums receivable in respect of the year (whenever paid) or, in the case of sums not receivable sums in respect of a period, the sums paid during that year.
(4) The sums—
(a) are not brought into account for that year on the ground that the person receiving them is liable to account for them as mentioned in subparagraph (1), but the liability is wholly or partly released or is not enforced within a period of two years ; or
(b) paid to a person by way of expenses allowance, are charged to
Nigerian income tax after the end of the year, those sums shall, to the extent to which the liability is released or not enforced or they are charged as above mentioned (as the case may be), be brought into account for the purpose of complying with paragraph 25 on the first occasion on which it is practicable to do so.
37. References in paragraph 36 to a company’s subsidiary—
(a) in relation to a person who is or was, while employed by the company, a director, by virtue of the company’s nomination (direct or indirect), of any other body corporate, include that body corporate (but subject to subparagraph (b), whether or not it is or was in fact the company’s subsidiary ; and
(b) are to be taken as referring to a subsidiary at the time the services were rendered.