s 40
(1) An amount corresponding to any amount representing the premiums or part of the premiums on shares issued by a company which by virtue of any of sections 37 to 39 of this Act is not included in the company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance sheet. (2) So far as relates to any period before this section comes into operation, nothing in paragraph 15(5) of Schedule 8 to the 1948 Act (which excepts pre-acquisition profits or losses of a subsidiary from being required to be disclosed in the holding company’s accounts in a case where group accounts are not submitted) shall be taken as having affected the treatment by any company of profits of a subsidiary in connection with the issue of that company’s shares at a premium in circumstances to which any of sections 37 to 39 of this Act applies. (3) In paragraph 15(5), for the words “ (for that or any other purpose) ” (which purport to extend its effect beyond the purpose of restricting the disclosure of a subsidiary’s profits or losses required by paragraphs (b) and (c) of the preceding sub-paragraph) there shall be substituted the words “ (for the purposes of those paragraphs)”; but this provision is without prejudice to any other restriction with respect to the manner in which a holding company may treat pre-acquisition profits or losses of a subsidiary in its accounts. (4) References in sections 37 to 39 of this Act and in this section (however expressed) to— (a) the acquisition by any company of shares in another company ; and (b) the issue or allotment of shares to or the transfer of shares to or by any company ; include references respectively to the acquisition of any of those shares by and to the issue or allotment or (as the case may require) the transfer of any of those shares to or by nominees of that company; and the reference in section 38(4)(a) to the company transferring the shares there mentioned shall be construed accordingly. c. 62 Companies Act 1981 (5) References in sections 37 to 39 of this Act and in this section to the transfer of shares in a company include references to the transfer of a right to be included in the company’s register of members in respect of those shares. (6) In sections 37 and 39 of this Act “ arrangement” means any agreement, scheme or arrangement (including an arrangement sanctioned in accordance with section 206 or 287 of the 1948 Act). (7) In sections 37 to 39 of this Act and in this section “ company”’, except in references to the issuing company, includes any body corporate. (8) References in this section to paragraph 15(5) of Schedule 8 to the 1948 Act are references to paragraph 15(5) of that Schedule as set out in Schedule 2 to the 1967 Act.