Section 328 of the Act specifies that where, at any time during a financial year of a company, shares in the company –
- are held or acquired by the company, including by forfeiture or surrender in lieu of forfeiture; or
- are held or acquired by any subsidiary undertaking of the company,
the directors’ report with respect to that financial year of the company shall outline certain information. This information should reflect this which are:
- the number and nominal value of any shares of the company held by the company or any subsidiary undertaking at the beginning and end of the financial year together with the consideration paid for such shares; and
- a reconciliation of the number and nominal value of such shares from the beginning of the financial year to the end of the financial year showing all changes during the year including further acquisitions, disposals and cancellations, in each case showing the value of the consideration paid or received, if any.
CA 2014 update:
The requirements contained in Section 328 are similar to those of the previous legislation with the exception of the fact that:
• the maximum number of and nominal value of shares held at any time;
• the reason for the purchase; and
• the percentage of the called-up share capital of which shares of that description represent
are no longer required to be disclosed.
Notices issued under certain banking legislation
Section 331 requires that the directors’ report contain a copy of any Disclosure Notice issued in respect of the company under relevant Central Bank legislation. There is no change from the requirements in previous legislation in this regard.