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Sixth Schedule: Modified financial statements of companies qualifying as small companies

The Sixth Schedule to the Companies and Allied Matters Act 2020, referred to in Sections 393, 396 (1), 397 (6)(a) and 398 (5).

The Schedule is quoted in full from the Official Gazette (Act No. 3 of 2020).

PART I—MODIFIED FINANCIAL STATEMENTS INTRODUCTORY

Accounts modified as for a small company

1.—(1) In respect of the relevant financial year, there may be delivered a copy of a modified balance sheet, instead of the full balance sheet.

(2) The modified balance sheet shall be an abbreviated version of the full balance sheet, showing only those items to which a letter or Roman number is assigned in the balance sheet format adopted under Part I of the First Schedule to this Act but in other respects corresponding to the full balance sheet.

(3) The copy of the modified balance sheet shall be signed as required by section 386 of this Act.

2. A copy of the company’s profit and loss account need not be delivered nor a copy of the directors’ report otherwise required by section 388 of this

Act.

3. The information required by Parts III and IV of the First Schedule to this Act need not be given.

4. The information required by the First Schedule to this Act to be given in notes to the accounts need not be given, with the exception of any information required by the following provisions of that Schedule—

(a) paragraph 36 (accounting policies) ;

(b) paragraph 38 (share capital) ;

(c) paragraph 39 (particulars of allotments) ;

(d) paragraph 47 (1) and (4) (particulars of debts) ;

(e) paragraph 57 (1) (basis of translation of foreign currency amounts into naira) ; and

(f ) paragraph 57 (2) (corresponding amounts for preceding year), and the reference here to paragraph 57 (2) includes that subparagraph as applied to any item stated in a note to the company’s accounts, whether by virtue of a requirement of the Third Schedule or under any other provision of this Act.

5. If a modified balance sheet is delivered, there shall be disclosed in it

(or in a note to the company’s accounts delivered) —

(a) the aggregate of the amounts required by note (5) of the notes on the balance sheet formats set out in Part I of the First Schedule to be shown separately for each item included under debtors (amounts falling due after one year) ;and

(b) the aggregate of the amounts required by note 13 of those notes to be shown separately for each item included under creditors in format 2

(amounts falling due within one year or after more than one year).

6. The company’s balance sheet shall contain a statement by the directors that they—

(a) rely on sections 393 to 397 of this Act as entitling them to deliver modified accounts ; and

(b) do so on the ground that the company is entitled to the benefit of those sections as a small company, and the statement shall appear in the balance sheet immediately above the signatures of the directors.

7.—(1) The accounts delivered shall be accompanied by a special report of the auditors stating that in their opinion—

(a) the directors are entitled to deliver modified accounts in respect of the financial year as claimed in the directors’ statement ; and

(b) any account comprised in the documents delivered as modified account is properly prepared as such in accordance with this Schedule.

(2) A copy of the auditors’ report under section 404 of this Act need not be delivered; but the full text of it shall be reproduced in the special report under this paragraph.

(3) If the directors propose to rely on sections 393-397 of this Act as entitling them to deliver modified accounts, it shall be the auditors’ duty to provide them with a report stating whether, in their opinion, the directors are so entitled, and whether the documents to be delivered as modified accounts are properly prepared.

8. Where the directors rely on sections 393 to 397 of this Act in delivering any document, and—

(a) the company is entitled to the benefit of those sections on the ground claimed by the directors in their statement under paragraph 6 ; and

(b) the accounts comprised in the documents are properly prepared in accordance with this Schedule, then section 389 (3) of this Act shall have effect as if any document which, by virtue of this Part of this Schedule, is included in or omitted from the documents delivered as modified accounts were (or, as the case may be), not required by this Act to be comprised in the company’s accounts in respect of the year.

PART II—MODIFIED GROUP FINANCIAL STATEMENTS (IN CONSOLIDATED FORM)

FOR SMALL COMPANIES

Introductory

9. In this Part of this Schedule, paragraphs 10-16 relate to modified financial statements for a small group.

Small Groups.

10.—(1) In respect of the relevant year, there may be delivered a copy of a modified balance sheet, instead of the full consolidated balance sheet.

(2) The modified balance sheet shall be an abbreviated version of the full consolidated balance sheet, showing only those items to which a letter or

Roman numeral is assigned in the balance sheet format adopted under Part I of the First Schedule, but in other respects corresponding to the full consolidated balance sheet.

11. Neither copy of the profit and loss account nor a copy of the directors’ report otherwise required by section 386 of this Act need not be delivered.

12. The information required by the First Schedule to this Act to be given in notes to group financial statements need not be given, with the exception of any information required by provisions of that Schedule listed in paragraph 4.

13. There shall be disclosed in the modified balance sheet, or in a note to the group accounts delivered, aggregate amounts corresponding to those specified in paragraph 5 above.

14. The information required by Part III and IV of the Second Schedule need not be given.

PART III—MODIFIED GROUP ACCOUNTS CONSOLIDATED OR OTHERS

15. If modified group accounts are delivered, paragraphs 16 -18 apply.

16. The directors’ statement required by paragraph 6 to be contained in the balance sheet include a statement that the documents delivered include modified group accounts, in reliance on section 397 of this Act.

17.—(1) The auditors’ special report under paragraph 7 shall include a statement that, in their opinion—

(a) the directors are entitled to deliver modified group accounts, as claimed in their statement in the balance sheet ; and

(b) any account comprised in the documents delivered as modified group financial statements are properly prepared as such in accordance with this

Schedule.

(2) A copy of the auditors’ report under section 404 need not be delivered; but the full text of it shall be reproduced in the special report under paragraph 7.

(3) If the directors propose to rely on section 397 as entitling them to deliver modified group financial statements, it is the auditors’ duty to provide them with a report stating whether, in their opinion, the directors are so entitled, and whether the documents to be delivered as modified group financial statements are properly prepared in accordance with this Schedule.

18. Where the directors rely on section 397 in delivering any documents, and—

(a) the company is entitled to the benefit of that section on the ground claimed by the directors in their statement in the balance sheet, and

(b) the accounts comprised in the documents delivered as modified financial statements are properly prepared in accordance with this Schedule, then section 388 (3) has effect as if any document which by virtue of this

Schedule is included in or omitted from the documents delivered as modified group financial statements were (or, were not) required by this Act to be comprised in the company’s financial statements in respect of the year.

Sections that refer to this Schedule: Section 393, Section 396, Section 1, Section 397, Section 6, Section 398, Section 5

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Source: the Companies and Allied Matters Act 2020 as published in the Official Gazette.