390. Exemption For Company Included In Group Accounts Of Larger Group

(1) A company is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking, in the following cases–
(a) where the company is a wholly-owned subsidiary,
(b) where its parent undertaking holds more than 50% of the shares in the company and notice requesting the preparation of group accounts has not been served on the company by shareholders holding in aggregate–
(i) more than half of the remaining shares in the company (excluding treasury shares), or
(ii) 5% of the total shares in the company (excluding treasury shares).
   Such notice must be served not later than six months after the end of the financial year before that to which it relates.
(2) Exemption is conditional upon compliance with all of the following conditions–
(a) the company and all of its subsidiary undertakings must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking,
(b) those accounts and, where appropriate, the group’s annual report, must be drawn up in accordance with the requirements of these Regulations with respect to such accounts and reports or otherwise in a manner equivalent to consolidated accounts and consolidated annual reports so drawn up,
(c) the group accounts must be audited by one or more persons authorised to audit accounts under the law under which the parent undertaking which draws them up is established,
(d) the company must disclose in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts,
(e) the company must state in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and–
(i) if it is incorporated outside the Abu Dhabi Global Market, the country in which it is incorporated, or
(ii) if it is unincorporated, the address of its principal place of business,
(f) the company must deliver to the Registrar, within the period for filing its accounts and reports for the financial year in question, copies of–
(i) the group accounts, and
(ii) where appropriate, the consolidated annual report,
(iii) together with the auditor’s report on them,
(g) any requirement of Part 31 of these Regulations as to the delivery to the Registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with subsection (2)(f).
(3) For the purposes of subsection (1)(b), shares held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, are attributed to the parent undertaking.
(4) Shares held by directors of a company for the purpose of complying with any share qualification requirement shall be disregarded in determining for the purposes of this section whether the company is a wholly-owned subsidiary.