Companies Act - SI 62 - 1996
Companies Act - SI 62 - 1996
Companies Act - SI 62 - 1996
PART I
PRELIMINARY
1 Title and date of commencement
2 Interpretation
3 Application
4 Provisions of the Act incorporated
5 Compliance with these regulations
6 Specific disclosures
7 General disclosures
8 Accounting policies
PART II
BALANCE SHEET
9 Share capital
10 Reserves
11 Long-term liabilities
12 Fixed assets
13 Investments
14 Other long-term assets
15 Current assets
16 Loans to officers, nominees and trustees
17 Current liabilities
18 Construction contracts
PART III
CASH FLOW STATEMENT
19 Preparation of cash flow statement
20 Operating activities
21 Investing and financing activities
22 Cash flows of financial institutions
23 Foreign currencies
24 Extraordinary items
25 Interest and dividends
26 Taxes on income
27 Acquisitions and disposals
28 Miscellaneous
PART IV
INCOME STATEMENT
29 Specific disclosures
30 Earnings per share
31 Depreciation
PART V
HOLDING COMPANIES, SUBSIDIARIES AND ASSOCIATED COMPANIES
32 Application of this Part
33 Consolidated financial statements
34 Holding company’s own financial statements
35 Associated companies
PART VI
GENERAL
36 Discontinued operations
37 Business combinations
38 Capitalisation of borrowing costs
39 Contingencies and charges over assets
40 Post balance sheet events
41 Retirement benefits
42 Leases in the financial statements of lessees
43 Leases in the financial statements of lessors
44 Research and Development
45 Government grants
46 Foreign currency transactions
47 Foreign entities and operations
48 Segmental reporting
49 Related parties
50 Joint ventures
51 Jointly controlled operations
52 Jointly controlled assets
53 Jointly controlled entities
54 Taxation
54A Offsetting of a financial asset and a financial liability
54B Interest, dividends, losses and gains
54C Terms, conditions and accounting policies
54D Interest rate risk
54E Credit risk
54F Fair value
54G Financial assets carried at an amount in excess of fair value
54H Hedges of anticipated future transactions
PART VII
BANKS AND SIMILAR FINANCIAL INSTITUTIONS
55 Application of this Part
56 Balance sheet
57 Income statement
58 Items not to be offset
59 Contingencies and commitments, off balance sheet items
60 Assets and liabilities
61 Losses on loans and advances
62 General
PART VIII
INSURANCE COMPANIES
63 Application of this Part
64 Compliance with these regulations
IT is hereby notified that the Minister of Justice, Legal and Parliamentary Affairs has, in
terms of section 360 of the Companies Act [Chapter 24:03], made the following regulations:
PART I
PRELIMINARY
Title and date of commencement
1 (1) These regulations may be cited as the Companies (Financial Statements)
Regulations, 1996.
(2) These regulations shall come into operation on the 1st May, 1996.
Interpretation
2 (1) In these regulations—
“associated company” means an enterprise in which the investor has significant influence
and which is neither a subsidiary nor a joint venture of the investor;
“borrowing costs” means interest costs incurred by an enterprise in connection with the
borrowing of funds and includes amortisation of discount or premium arising on the issue of
debt securities, amortisation of ancillary costs incurred in connection with the arrangement
of borrowing, and foreign currency differences relating to funds to the extent that they are
regarded as an adjustment to interest costs;
“cash”, in relation to cash statements, means cash on hand and demand deposits with
financial institutions;
“capital reserve” means a reserve not free for distribution and does not include any amount
falling within the definition of “provision”;
“cash equivalents”, in relation to cash statements, means short-term, highly liquid
investments that are readily convertible to known amounts of cash and which are subject to
an insignificant risk of changes in value;
“consolidated financial statement” means a financial statement of a group presented as
that of a single enterprise ;
“cost method”, in relation to accounting for associated companies, means the method of
accounting whereby the investment is recorded at cost;
“control” means the power to govern the financial and operating policies of an economic
activity so as to obtain benefits from it;
“current investment” means an investment that is by its nature readily realisable and is
intended not to be held for more than one year;
“development” means the translation of research findings or other knowledge into a plan
or design for the production of new or substantially improved materials, devices, products,
processes, systems or services prior to the commencement of commercial production;
“equity instrument” means any contract that evidences a residual interest in the assets of
an enterprise after deducting all of its liabilities;
“equity method of accounting for investments” means the method of accounting whereby
the investment is initially recorded at cost and adjusted thereafter for the post acquisition
change in the investor’s share of the net assets of the investee;
“fair value” means the amount for which an asset could be exchanged between a
knowledgeable, willing buyer and a knowledgeable, willing seller in an arms length
transaction;
“finance lease” means a lease that transfers substantially all the risks and rewards incident
to ownership of an asset; title may or may not be transferred;
“financial asset” means an asset which is—
(a) cash;
(b) an equity instrument of another enterprise;
(c) a contractual right to receive cash or another financial asset from another
enterprise;
(d) a contractual right to exchange a financial instrument with another enterprise
under conditions which are potentially favourable;
“financial instrument” means any contract which gives rise to both a financial asset of one
enterprise and a financial liability or equity instrument of another enterprise;
“financial liability” means any liability which is a contractual obligation—
(a) to deliver cash or another financial asset to another enterprise; or
(b) to exchange a financial instrument with another enterprise under conditions that
are potentially unfavourable;
“financial statement” includes—
(a) balance sheets, income statements or profit and loss accounts, cash flow
statements, notes and other statements and explanatory material which are
identified as being part of the financial statements; and
(b) accounts as defined in section 2, as read with subsection (7) of section 142, of
the Act;
“financing activity”, in relation to cash flow statements, means an activity that results in
changes in the size and composition of the equity capital and borrowings of the company;
“group” means a holding company and all its subsidiaries;
“investing activity”, in relation to cash flow statements, means the acquisition and disposal
of long-term assets and other investments not included in cash equivalents;
“investment” means an asset held by an enterprise for the accretion of wealth through
distribution, for capital appreciation, or for other benefits to the investing enterprise;
“long-term investment” means an investment other than a current investment;
“market value” means the amount obtainable from the sale of an investment in an active
market;
“marketable” means an active market from which a market value is available;
“minority interest” means that part of the net results of operations and of net assets of a
subsidiary attributable to interests which are not owned, directly or indirectly through
subsidiaries, by the parent;
“net realisable value” means the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make the sale;
“operating activities”, in relation to cash flow statements, means the principal revenue
producing activities of an enterprise, and any other activities which are not investing or
financing activities.
“operational lease” means a lease other than a finance lease;
“ordinary share” means an equity instrument that is subordinate to all other classes of
equity instrument;
“provision” means any amount written off or retained by way of providing for depreciation,
renewals or diminution in value of assets or retained by way of providing for any known
liability of which the amount cannot be determined with substantial accuracy:
Provided that any such amount which, in the opinion of the directors and the auditors, is in
excess of that reasonably necessary for the purpose, shall be treated for the purposes of
these regulations as a reserve;
“research” means original and planned investigation undertaken with the hope of gaining
new scientific or technical knowledge and understanding;
“revenue reserve” means any reserve other than a capital reserve;
“stocks” means assets that are—
(a) held for sale in the ordinary course of business; or
(b) in the process of production for such sale; or
(c) in the form of material or supplies to be consumed in the production process or
in the rendering of services;
“timing differences” means the differences between the taxable income and accounting
income for a period that arise because the period in which some items of revenue and
expense are included in taxable income does not coincide with the period in which they are
included in accounting income; they originate in one period and reverse in one or more
subsequent periods.
(2) “Related parties” shall be considered to be related if one party has the ability to control
the other party or exercise significant influence over the other party in making financial and
operating decisions.
Application
3 It is not a requirement of these regulations that the numbers, symbols and
letters used to identify sections, subsections and paragraphs of the regulations
should be used to identify items in the financial statements or annual report of
a company.
Provisions of the Act incorporated
4 These regulations incorporate sundry provisions of the principal Act dealing
with matters which are to be shown in the financial statements or annual
report of the company including the provisions of sections 184 and 185 of the
Act which deal with director’s salaries, pension and other emoluments, and
with loans to directors and other officers respectively.
Compliance with these regulations
5 (1) Every company shall comply with the provisions of Parts II, III and IV of
these regulations and the provisions of Parts V, VI and VII in so far as they are
relevant to the affairs of the company:
Provided that if the directors of a private company which is not required to appoint an
auditor in terms of subsection (7) of section 150 of the Act are of the opinion that to comply
with Part III would be of no value to the members of the company, that company shall not
be required to prepare a Cash Flow Statement.
(2) Notwithstanding the proviso to subsection (1), where, for any reason, there is non-
compliance with the disclosure or accounting requirements of these regulations, the fact of
non-compliance and the reason therefor shall be disclosed in the financial statements by
way of note.
(3) Where it is not clear from the context what accounting treatment is necessary in order
to comply with the disclosure requirements, reference should be made to the appropriate
Zimbabwe Accounting Standard.
Specific disclosures
6 The following specific disclosures shall be made in a financial statement
(a) restrictions on the title to any assets;
(b) any security given in respect of liabilities;
(c) the methods for providing for pension and retirement plans;
(d) contingent assets and contingent liabilities; and
(e) amounts committed for future capital expenditure together with the source of
funding of such expenditure.
General disclosures
7 (1) The following general information shall be disclosed in a financial
statement
(a) all material information that is necessary to make the financial statement clear
and understandable;
(b) the name of the company, the country of incorporation, the balance sheet date
and the period covered by the financial statement; and
(c) a brief description of the nature of the activities of the company, and the
currency in terms of which the financial statement is expressed.
(2) The amounts and classification of items in the financial statements should be
supplemented, if necessary for clarity, by additional information.
(3) Significant items in the financial statement shall not be included with, or offset against,
other items, without separate identification.
(4) Financial statements shall show corresponding figures for the preceding period.
Accounting policies
8 (1) If fundamental accounting assumptions are not followed, the
assumption departed from shall be identified and disclosed.
(2) Prudence and substance rather than form and materiality should govern the accounting
policies used and significant accounting policies shall be stated clearly and concisely in one
place.
(3) A change in accounting policy which has a material effect in the period being reported
upon, or may have a significant effect in a subsequent period, shall be disclosed and
quantified together with the reason for the change of policy.
PART II
BALANCE SHEET
Share capital
9 (1) The following shall be disclosed separately for each class of share—
(a) the number or amount of shares authorised and issued;
(b) the capital not yet paid in;
(c) the par value per share;
(d) the movement in share capital accounts during the period;
(e) the rights, preferences and restrictions with respect to the distribution of
dividends and the repayment of capital;
(f) the amount of any fixed cumulative dividends in arrears and the period for which
they have been so;
(g) the number and amount of any shares reacquired;
(h) the number and amount of any shares which any person has an option to
subscribe for, or in respect of which any person has any preferential right of
subscription, together with the following particulars—
(i) the period during which the option or right is exercisable; and
(ii) the price to be paid for shares subscribed for under it;
and
(i) the amount of any share capital which the members have, either in the articles or
by resolution, authorized the directors to issue or to give an option to take up, the
terms of such authority and the period for which it is granted.
(2) The amount and earliest date of redemption of redeemable preference shares shall be
stated.
Reserves
10 (1) There shall be stated the movement for the period, and any restrictions
on the distribution which are otherwise not apparent, of—
(a) capital reserves including the share premium account, capital redemption
reserve and any revaluation surpluses; and
(b) revenue reserves including retained earnings.
(2) The aggregate amounts, respectively, of capital and revenue reserves shall be disclosed.
(3) Unless shown in the income statement there shall, in the circumstances indicated, be
shown separately
(a) when the amount of the capital reserves or of the revenue reserves shows an
increase during the period, the source from which the amount of the increase has
been derived; and
(b) when the amount of the capital reserves or of the revenue reserves shows a
decrease during the period, the application of the difference.
(4) The reserves or provisions shall be divided under appropriate subheadings and
subsection (3) shall apply to each of the separate amounts shown under those subheadings
instead of to the aggregate amount.
Long-term liabilities
11 (1) Long-term liabilities shall be distinguished from current liabilities and
the gross amounts of the following items shall be shown separately
(a) secured loans;
(b) unsecured loans;
(c) intercompany loans within a group of companies;
(d) loans from associated companies.
(2) Any portion of a long-term liability repayable within one year shall be deducted
therefrom and disclosed as a current liability separate from the gross amount reported in
terms of subsection (1).
(3) In respect of each of the items listed in subsection (1), there shall be annexed a
summary showing interest rates, repayment terms, covenants, subordinations, conversion
features and amounts of unamortised premium and discount.
(4) Where any of the company’s debentures are held by a nominee of or a trustee for the
company, the nominal amount of the debentures and the amount at which they are stated
in the books of the company shall be stated.
(5) Deferred tax balances shall be presented in the balance sheet separately from the
shareholders’ interests.
(6) There shall be shown, by way of a note, the total borrowing powers authorised in terms
of the articles of association.
Fixed assets
12 (1) Fixed assets shall be distinguished from current assets and shall be
categorised as—
(a) land and buildings;
(b) plant and equipment; or
(c) other assets, suitably identified.
(2) Leasehold property and assets being acquired on an instalment purchase plan shall be
shown separately.
(3) The gross carrying amount and the accumulated depreciation shall be stated for each of
the categories of asset identified in subsection (1).
(4) The method of arriving at the amount of any fixed asset shall be to take the difference
between its cost or, if it stands in the company’s books at a valuation the amount of its
valuation, and the aggregate amount provided or written off since the date of acquisition or
valuation, as the case may be, for depreciation or diminution of value.
(5) Subsection (4) shall not apply to assets the replacement of which is provided for wholly
or partly
(a) by making provision for renewals and charging the cost of replacement against
the provision so made; or
(b) by charging the cost of replacement direct to revenue;
and in that event there shall be stated—
(i) the means by which the replacement is provided for; and
(ii) the aggregate amount of the provision, if any, made for the renewals and not
used.
(6) The bases for determining the gross carrying amount for each category of asset
identified in subsection (1) shall be stated, and—
(a) when more than one basis has been used, the gross carrying amount for each
basis in each category shall be given; and
(b) when assets are stated at revalued amounts, the method adopted to compute
those amounts shall be disclosed including the policy in regard to the frequency of
revaluations, the nature of any indices used, the year a valuation was last made, and
whether an external valuer was involved.
(7) As respects the assets under each heading whose amount is not arrived at in accordance
with subsection (4) because their replacement is provided for as mentioned in subsection
(5) there shall be stated
(a) the means for which their replacement is provided for; and
(b) the aggregate amount of the provisions, if any, made for renewals and not used.
Investments
13 (1) Long-term investments shall be distinguished from investments
classified as current assets and shall be carried in the balance sheet at either—
(a) cost; or
(b) revalued amounts; or
(c) in the case of marketable equity securities, the lower of cost and market value
determined on a portfolio basis:
Provided that—
(i) if revalued amounts are used, a policy for the frequency of revaluations shall be
adopted and disclosed, and an entire category of long-term investments must be
revalued at the same time; and
(ii) the carrying amount of all long-term investments shall be reduced to recognise a
decline other than temporary in the value of investments, such reduction being
determined and made for each investment individually.
(2) Investments classified as current assets shall be carried in the balance sheet at
(a) market value; or
(b) the lower of cost and market value.
(3) On the disposal of an investment, the difference between the net disposal proceeds and
the carrying amount shall be charged or credited to income :
Provided that specialised investment enterprises which are prohibited from distributing
profits on the disposal of investments and which carry their investments at fair value may
exclude from income changes in the value of investments, whether realised or not. Such
enterprises shall include in their financial statements a summary of all movements in value
of their investments for the period.
(4) The following shall be disclosed
(a) the accounting policies for
(i) the determination of the carrying amount of investments;
(ii) the treatment of changes in market value of current investments carried
at market value; and
(iii) the treatment of the revaluation surplus on the sale of a revalued
investment;
(b) the market value of marketable investments if they are not carried in the
balance sheet at market value;
(c) the fair value of investment properties if they are accounted for as long-term
investments and not carried at fair value;
(d) any significant restrictions on the realizability of investments or the remittance
of income or the proceeds of disposal; and
(e) for long-term investments at revalued amounts
(i) the policy for the frequency of revaluations;
(ii) the date of the latest revaluation; and
(iii) the basis of revaluation and whether an external valuer was involved.
(5) Companies whose main business is the holding of investments shall provide an analysis
of the investment portfolio.
Current assets
15 (1) The following shall be disclosed separately
(a) cash and bank balances available for current operations;
(b) the market value of securities not intended to be retained and capable of being
readily realised;
(c) debtors expected to be received within one year of the balance sheet date,
including
(i) debtors and bills receivable;
(ii) amounts due from directors or other officers;
(iii) inter-company debtors;
(iv) associated company debtors; and
(v) other debtors and prepaid expenses; and
(d) stocks.
(2) Stocks shall be valued at the lower of cost and net realisable value and the following
shall be disclosed
(a) the accounting policies adopted in measuring stocks, including the cost formula;
(b) the total carrying amount of stocks and the carrying amount in classifications
appropriate to the company; and
(3) If fixed production overhead has been entirely or substantially excluded from the
valuation of stock on the grounds that it does not directly relate to putting the stock in its
present location and location that fact shall be disclosed.
(4) The total amount of the current assets shall be disclosed.
Construction contracts
18 In accounting for construction contracts the method used to recognise
contract revenue and expenditure shall be disclosed together with
(a) the amount of contract revenue recognised as revenue during the period;
(b) the methods used to determine the stage of completion of contracts in progress;
and
(c) for contracts in progress at the balance sheet date
(i) the aggregate amount of costs incurred and recognised profits, less
recognised losses, to date;
(ii) the amount of advances received; and
(iii) the amount of retentions.
PART III
CASH FLOW STATEMENT
Preparation of cash flow statement
19 A cash flow statement shall be prepared and presented as an integral part
of a company’s financial statement and must show cash flows during the
period classified by operating, investing and financing activities.
Operating activities
20 Cash flows from operating activities shall be reported using either
(a) the direct method, whereby major classes of gross cash receipts and gross cash
payments are disclosed; or
(b) the indirect method, whereby net profit or loss is adjusted for the effect of
transactions of a non-cash nature, any deferrals or accruals of past or future
operating cash receipts or payments, and items of income or expense associated
with investing or financing cash flows.
Foreign currencies
23 Cash flows arising from transactions in a foreign currency and the cash
flows of a foreign subsidiary shall be translated to the reporting currency at the
dates of the cash flows.
Extraordinary items
24 The cash flows associated with extraordinary items shall be classified as
arising from operating, investing or financing activities and shall be disclosed
separately.
Interest and dividends
25 The cash flows from interest and dividends received and paid shall each be
disclosed separately and must be classified in an appropriate and consistent
manner from period to period as from operating, investing or financing
activities.
Taxes on income
26 The cash flows arising from taxes on income shall be disclosed separately
and should be classified as cash flows from operating activities unless they can
be specifically identified as from financing or investing activities.
Acquisitions and disposals
27 The following shall be disclosed in aggregate and be classified as investing
activities, in respect of both acquisitions and disposals of subsidiaries or other
business units during the period
(a) the total purchase or disposal consideration;
(b) the portion of the purchase or disposal consideration discharged by means of
cash and cash equivalents;
(c) the amount of cash and cash equivalents in the subsidiary or business unit
acquired or disposed of; and
(d) the amount of the assets and liabilities other than cash or cash equivalents in the
subsidiary or business unit acquired or disposed of.
Miscellaneous
28 (1) The components of cash and cash equivalent shall be disclosed and a
reconciliation of the amounts in the cash flow statement with the equivalent
amounts in the balance sheet shall be presented.
(2) The amount of significant cash and cash equivalent balances held by the company which
are not available for use by the group shall be disclosed together with the reasons therefor.
PART IV
INCOME STATEMENT
Specific disclosures
29 (1) There shall be shown separately in the income statement or in a note
attached thereto—
(a) turnover, sales or other operating revenue;
(b) income from investments, including—
(i) interest;
(ii) royalties;
(iii) dividends;
(iv) rentals;
(v) profits and losses on disposal of investments; and
(vi) changes in the value of current investments;
(c) depreciation or amortisation of fixed assets;
(d) interest expense, distinguishing interest on the company’s debentures or other
fixed loans from other interest;
(e) significant intercompany transactions;
(f) any material effect within the period or, possibly, in subsequent periods, arising
from changes in accounting policies;
(g) the difference between the net sale proceeds and the net carrying amount of
any previously revalued item of property, plant or equipment, sold during the
period;
(h) the auditor’s remuneration including any of his expenses paid by the company;
(i) transfers to or from provisions other than provisions for depreciation, renewals
or diminution in value of fixed assets;
(j) in accordance with section 161 of the Act, the amounts of any emoluments,
pension and compensation paid to directors and past directors;
(k) net income, including—
(i) amount of income from ordinary activities; and
(ii) nature and amount of unusual items related to ordinary activities;
(l) the amounts provided for taxation, specifying the taxes and the relative amount
including—
(i) expense related to income from ordinary activities;
(ii) expense relating to unusual items, prior period items and changes in
accounting policy; and
(iii) tax effects, if any, arising from the revaluation of assets;
(m) unusual charges or credits;
(n) any adjustments for prior period items resulting from changes in accounting
policies or the adjustment of fundamental errors;
(o) the amounts respectively provided for the redemption of share capital and loans;
(p) transfers to or from capital and revenue reserves; and
(q) the aggregate amounts of dividends paid and proposed.
(2) An explanation of the relationship between the tax expense and the net accounting
income before tax shall be given unless the relationship is self-explanatory in terms of
current tax rates.
(3) If no provision for taxation has been made, a statement of that fact, the reason therefor,
and the period in respect for which no provision has been made, shall be made.
Depreciation
31 (1) The following is to be shown for each major class of depreciable asset,
not including forests and similar regenerative resources, mines, research and
development, goodwill and land having an indefinite useful life—
(a) the depreciation methods used;
(b) the useful lives or depreciation rates used;
(c) the total depreciation allocated for the period; and
(d) the gross amount of depreciable assets and the accumulated depreciation.
(2) If the method of depreciation or the useful lives of major depreciable assets are
changed, the effect of the change is to be quantified and the reason for the change is to be
stated in the period in which it takes place.
(3) The depreciation policy for assets leased under a finance lease must be consistent with
that for depreciable assets owned by the company and if there is no reasonable certainty
that the lessee will obtain ownership by the end of the lease term, the asset shall be fully
depreciated over the shorter of the lease term or its useful life.
PART V
HOLDING COMPANIES, SUBSIDIARIES AND ASSOCIATED COMPANIES
Application of this Part
32 This Part shall apply where a company is a holding company, whether or
not it is itself a subsidiary of another body corporate.
Consolidated financial statements
33 (1) Consolidated financial statements need not be prepared when—
(a) the holding company is itself the wholly-owned subsidiary of another company
registered in Zimbabwe; or
(b) the holding company is almost wholly-owned by a company registered in
Zimbabwe and all the owners of the minority interest agree.
(2) In all other circumstances a holding company shall issue group financial statements in
the form of consolidated financial statements incorporating all subsidiaries, foreign and
domestic, except as provided in section 144 of the Act and when—
(a) control is intended to be temporary because the subsidiary was acquired and is
held exclusively with a view to its subsequent disposal in the near future; or
(b) a subsidiary operates under severe long-term restrictions which significantly
impair its ability to transfer funds to the parent.
(3) The following shall be disclosed in the consolidated financial statements—
(a) the name of, country of incorporation or residence, proportion of ownership,
interest in and, if different, the proportion of voting power held in, all significant
subsidiaries;
(b) where applicable—
(i) the reasons for not consolidating a subsidiary;
(ii) the nature of the relationship between the parent and a subsidiary of
which the parent does not own, directly or indirectly through subsidiaries,
more than one half of the voting power;
(iii) the name of any enterprise in which more than one half of the voting
power is owned, directly or indirectly through subsidiaries, but which,
because of the absence of control, is not a subsidiary; and
(iv) the effect of the acquisition and disposal of subsidiaries on the financial
position at the reporting date, the results for the reporting period and on the
corresponding amounts for the preceding period.
(4) If the accounting policies of a subsidiary are not the same as those of the holding
company, the differences shall be stated together with the proportions of the items in the
consolidated financial statements to which different accounting policies have been applied.
Associated companies
35 (1) Investments in associated companies shall be accounted for in the
consolidated financial statements under the equity method except when the
investment is acquired and held exclusively with a view to its disposal in the
near future in which case it must be accounted for under the cost method.
(2) If—
(a) an investor ceases to have significant influence in an associated company but
retains either in whole or in part, its investment; or
(b) the use of the equity method is no longer appropriate because the associated
company operates under severe long-term restrictions that significantly impair its
ability to transfer funds to the investor;
the investor shall discontinue the use of the equity method and the carrying amount of the
investment shall be regarded as cost.
(3) Investments in associated companies accounted for using the equity method shall be
classified as long-term assets and disclosed separately in the balance sheet, and—
(a) the share of the profit and losses of such investments shall be disclosed as a
separate item in the income statement; and
(b) any share of any unusual or prior period item shall be disclosed.
(4) A list and description of all significant associated companies, including the proportion of
ownership interest and, if different, the proportion of voting power held, and the method
used for accounting for the investment shall be included in all group financial statements.
PART VI
GENERAL
Discontinued operations
36 The following disclosures shall be made for each discontinued operation—
(a) the nature of the discontinued operation;
(b) the industry and geographical segments in which it is reported;
(c) the effective date of discontinuance for accounting purposes;
(d) the manner of discontinuance;
(e) the gain or loss on discontinuance and the accounting policy used to measure
that gain or loss; and
(f) the revenue and profit or loss from the ordinary activities of the operation for the
period, together with the corresponding amounts for each prior period presented.
Business combinations
37 For all business combinations, the following shall be disclosed in the
financial statements prepared immediately following the combination—
(a) the names and descriptions of the combining enterprises;
(b) the effective date of the combination for accounting purposes;
(c) the method of accounting used to reflect the combination;
(d) the percentage of voting shares acquired;
(e) the cost of acquisition and a description of the purchase consideration paid or
contingently payable; and
(f) the amount of any difference between the cost of acquisition and the aggregate
fair value of the net identifiable assets acquired, and the treatment thereof including
the period of amortisation of any goodwill arising on acquisition.
Retirement benefits
41 (1) The following shall be disclosed in the company financial statements—
(a) the accounting policies adopted for the retirement benefit plan costs including a
general description of the valuation method or methods used;
(b) any other significant matters which affect comparability with the prior period;
(c) where the amounts funded since the inception of the retirement benefit plan are
different from the amounts charged to income over the same period, the amount of
the resulting liability or deferred charge, and the funding approach adopted if there
is no systematic policy of funding; and
(d) in the case of a defined benefit plan—
(i) the amount of the shortfall, if any, of the net realisable value of the fund
assets, together with the liability or deferred charge, if any, described in
paragraph (c), from the actuarially determined value of vested benefits;
(ii) a statement of the funding approach adopted; and
(iii) the date of the last actuarial valuation.
(2) When a company has more than one retirement benefit plan, a liability arising under
one plan shall not be offset against a deferred charge arising under the other, and a shortfall
of plan assets for one plan shall be disclosed without offsetting any excess of assets of the
other.
Government grants
45 (1) Government grants shall be recognised, on a systematic basis, in the
Income Statement and over the periods necessary to match them with the
related costs which they are intended to compensate.
(2) Government grants related to assets, including non-monetary grants at fair value, shall
be presented in the balance sheet either as deferred income or by deducting the grant in
arriving at the carrying amount of the asset.
(3) The following matters shall be disclosed in relation to any government grants received—
(a) the accounting policy adopted including the method of presentation in the
financial statements;
(b) the nature and extent of the government grants recognised in the financial
statements;
(c) any other forms of government assistance from which the company has directly
benefited; and
(d) any unfulfilled conditions and other contingencies attached to government
grants or other assistance which have been recognised in the financial statements.
Segmental reporting
48 (1) In order to enable users of the financial statements of quoted
companies and other economically significant companies and their subsidiaries
to determine the risk and profit associated with segments of the company
which trade significantly in different economic or geographic sectors, the
following shall be disclosed for each such segment—
(a) sales or other operating revenues, distinguishing between revenue derived from
customers outside the enterprise and revenue derived from other segments;
(b) the profit or loss associated with the segment;
(c) the assets employed in the segment expressed in monetary amounts or as a
percentage of the assets employed by the company as a whole; and
(d) the basis of inter-segment pricing.
(2) A reconciliation shall be provided between the sum of the information on individual
segments and the aggregated information in the financial statements.
(3) Any changes in the means of identifying segments and any changes in the accounting
practices used to report segmental information shall be disclosed.
Related parties
49 (1) In order that users of the financial statements of quoted companies
and other economically significant companies and their subsidiaries may
evaluate related party relationships where control exists, these shall be
disclosed whether or not there have been transactions between the related
parties during the period.
(2) If there have been transactions between related parties, the following shall be
disclosed—
(a) the nature of the related party relationship;
(b) the type of transactions;
(c) the volume of transactions either as an amount or appropriate proportion;
(d) amounts or appropriate proportions of outstanding items; and
(e) pricing policies.
Joint ventures
50 (1) A list and description of all interests in joint ventures shall be provided
showing the proportion of ownership held.
(2) In respect of all joint ventures a venturer shall disclose—
(a) the aggregate amount of the following contingencies, unless the probability of
loss is remote, separately from the amount of other contingencies—
(i) any contingencies incurred in relation to interests in joint ventures and
any share in each of the contingencies which have been incurred jointly with
other venturers;
(ii) its share of the joint venture’s contingencies for which it is contingently
liable; and
(iii) any contingencies which arise from being contingently liable for the
liabilities of other participants in the joint venture;
and
(b) the aggregate amounts of the following commitments separately from other
commitments—
(i) its own capital commitments in relation to its interest in joint ventures
and its share of the capital commitments that have been incurred jointly with
other venturers; and
(ii) its share of the capital commitments of the joint ventures themselves.
Credit risk
54E For each class of financial asset, both recognised and unrecognised, a
company shall disclose information about its exposure to credit risk,
including—
(a) the amount that best represents its maximum credit risk exposure at the balance
sheet date, without taking account of the fair value of any collateral, in the event
that other parties fail to perform their obligations under financial instruments; and
(b) significant concentrations of credit risk.
Fair value
54F (1) For each class of financial asset and financial liability, both recognised
and unrecognised, a company shall disclose information about fair value.
(2) When it is not practicable within the constraints of timeliness or cost to determine the
fair value of an asset or financial liability with sufficient reliability, that fact shall be disclosed
together with information about the principal characteristics of the underlying financial
instrument that are pertinent to its fair value.
PART VII
BANKS AND SIMILAR FINANCIAL INSTITUTIONS
Application of this Part
55 (1) This Part shall apply to any company registered as a commercial bank,
accepting house, discount house or financial institution in terms of the Banking
Act [Chapter 24:01], any building society registered in terms of the Building
Societies Act [Chapter 24:02], and any unit trust scheme registered as an
internal scheme in terms of the Collective Investment Schemes Act 1997.
(2) For the purposes of this Part the expression “bank” includes all companies referred to in
subsection (1).
Balance sheet
56 (1) A bank shall present a balance sheet that categorises assets and
liabilities by nature and lists them in an order that reflects their relative
liquidity.
(2) In addition to the requirements of Part II, the disclosures in the balance sheet, or the
notes to the financial statements, of a bank shall include but should not be limited to the
following assets and liabilities—
(a) assets—
(i) cash and balances with the Reserve Bank of Zimbabwe;
(ii) government bills and other bills eligible for rediscounting with the
Reserve Bank of Zimbabwe;
(iii) government and other securities held for dealing purposes;
(iv) placements with, and loans and advances to, other banks;
(v) other money market placements;
(vi) loans and advances to customers; and
(vii) investment securities;
and
(b) liabilities—
(i) deposits from other banks;
(ii) other money market deposits;
(iii) amounts owed to other depositors;
(iv) certificates of deposit;
(v) promissory notes and other liabilities evidenced by paper; and
(vi) other borrowed funds.
(3) The amount at which any asset or liability is stated in the balance sheet shall not be
offset by the deduction of another liability or asset unless a legal right of set-off exists and
the offsetting represents an expectation as to the realisation or settlement of the asset or
liability.
(4) A bank shall disclose the market value of securities if these values are different from the
carrying amounts.
Income statement
57 (1) A bank shall present an income statement which categorises income
and expenses by nature and discloses the amounts of the principal types of
income and expenses.
(2) In addition to the requirements of Part IV, the disclosures in the income statement or
the notes to the financial statements of a bank shall include, but should not be limited to,
the following items of income and expense—
(a) interest and similar income;
(b) interest expense and similar charges;
(c) dividend income;
(d) fee and commission income;
(e) fee and commission expense;
(f) gains less losses from dealing securities;
(g) gains less losses from investment securities;
(h) gains less losses from dealing in foreign currencies;
(i) other operating income;
(j) losses on loans and advances;
(k) general administrative expenses; and
(l) other operating expenses.
PART VIII
INSURANCE COMPANIES
Application of this Part
63 (1) This Part shall apply to any insurance company as defined in section
329 of the Act and in terms of the Insurance Act [Chapter 24:07]respecting
amounts to be furnished to the Commissioner of Insurances.
(2) An insurance company is not required to comply with any of the disclosure
requirements of these regulations except those set out in subsection (4) of section 7,
paragraphs (f), (h) and (i) of subsection (1) of section 9, subsection (4) of section 11,
paragraphs (c), (d), (e) and (g) of section 14, and sections 46 and 47.