(b ) the profit and loss account is framed as a consolidated profit and loss account dealing with all or any of the company’s subsidiaries as well as the company and— (i) complies with the requirements of this Act relating to consolidated profit and loss accounts; and (ii) shows how much of the consolidated profit or loss for the financial year is dealt with in the accounts of the company. (6 ) If a director of a company fails to take all reasonable steps to secure compliance by the company as respects any accounts required to be laid before the company in general meeting with the provisions of this section and with the other requirements of this Act as to the matters to be stated in accounts he shall, subject to section one hundred and forty-eight, be guilty of an offence and liable, to a fine not exceeding level three or to imprisonment for a period not exceeding one month or to both such fine and such imprisonment. (7 ) For the purposes of this Act, except where the context otherwise requires, any reference to— (a ) a balance sheet or profit and loss account shall include any note thereon or document annexed thereto giving information which is required by this Act and is thereby allowed to be so given; (b ) a profit and loss account shall be taken as including an income and expenditure account or any similar account where such form of account is appropriate and references to profit or to loss and, if the company has subsidiaries, references to a consolidated profit and loss account shall be construed accordingly. [Section as amended by Act No. 22 of 2001] 143 Meaning of holding company, subsidiary and wholly owned subsidiary (1 ) A company shall, subject to subsection (3 ), be deemed to be a subsidiary of another if, but only if— (a ) that other either— (i) is a member of it and controls the composition of its board of directors; or (ii) holds more than half in nominal value of its equity share capital; or (b ) the first -mentioned company is a subsidiary of any company which is that other’s subsidiary: Provided that the first-mentioned company shall be deemed to be a subsidiary of that other if subsidiaries of that other between them hold more than one-half in nominal value of the equity share capital of the firstmentioned company or if that other and one or more of its subsidiaries between them hold more than one -half of such capital. (2 ) For the purposes of subsection (1 ), the composition of a company’s board of directors shall be deemed to be controlled by another company if that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships; but for the purposes of this provision that other company shall be deemed to have power to appoint to a directorship with respect to which any of the following conditions is satisfied, that is to say — (a ) that a person cannot be appointed thereto without the exercise in his favour by that other comp any of such power as aforesaid; or (b ) that a person’s appointment thereto follows necessarily from his appointment as director of that other company. (3 ) In determining whether one company is a subsidiary of another — (a ) any shares held or power exercisable by that other in a fiduciary capacity shall be treated as not held or exercisable by it; (b ) subject to paragraphs (c) and (d), any shares held or power exercisable— (i) by any person as a nominee for that other except where that other is concerned only in a fiduciary capacity; or (ii) by, or by a nominee for, a subsidiary of that other, not being a subsidiary which is concerned only in a fiduciary capacity; shall be treated as held or exercisable by that other; (c) any shares held or power exercisable by any person by virtue of any debenture of the first -mentioned company or of a trust deed for securing any issue of such debentures shall be disregarded; (d ) any shares held or power exercisable by, or by a nominee for, that other or its subsidiary, not being held or exercisable as mentioned in paragraph (c), shall be treated as not held or exercisable by that other if the ordinary business of that other or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. (4 ) A company shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other’s wholly-owned subsidiaries and its or their nominees. (5 ) A company shall be deemed to be another’s holding company if, but only if, that other is its subsidiary. (6 ) In this section, the expression “company” includes any body corporate, including a body corporate formed under the law of a foreign country, and the expression “equity share capital” means, in relation to a co m-