pany, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution. 144 Obligation to lay group accounts before holding company (1 ) Where at the end of its financial year a company has subsidiaries, accounts or statements, in this Ac t referred to as “group accounts”, dealing as hereinafter mentioned with the state of affairs and profit or loss of the company and the subsidiaries shall, subject to subsection (2), be laid before the company in general meeting when the company’s own balance sheet and profit and loss account are so laid. (2 ) Notwithstanding anything in subsection (1)— (a ) group accounts shall not be required where the company is, at the end of its financial year, the wholly owned subsidiary of another company incorporated in Zimbabwe; (b ) group accounts need not deal with a subsidiary of the company if the company’s directors are of the opinion that— (i) it is impracticable, or would be of no real value to members of the company, in view of the insignificant amounts involved, or would entail expense or delay out of proportion to the value to members of the company; or (ii) the result would be misleading or harmful to the business of the company or any of its subsidiaries; or (iii) the business of the holding company and that of the subsidiary are so different that they cannot reasonably be treated as a single undertaking; (c) group accounts shall not be required if the directors are of an opinion described in paragraph (b) about each of the company’s subsidiaries: Provided that— (i) the auditor of the holding company shall in every case report on the decision of directors not to deal in group accounts with any subsidiary; (ii) the approval of the Minister shall be required for not dealing in group accounts with a subsidiary on the ground that the result would be harmful or on the ground of the difference between the business of the holding company and that of the subsidiary. (3 ) If any director of a company fails to take all reasonable steps to secure compliance as respects the company with the requirements of this section 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 bot h such fine and such imprisonment: Provided that he shall not be sentenced to imprisonment unless, in the opinion of the court dealing with the case, the offence was committed wilfully. [Section as amended by Act No. 22 of 2001] 145 Form and contents of group accounts (1 ) The group accounts laid before a holding company shall be consolidated accounts comprising— (a ) a consolidated balance sheet dealing with the state of affairs of the company and all the subsidiaries to be dealt with in the group accounts; (b ) a consolidated profit and loss account dealing with the profit or loss of the company and those subsidiaries. (2 ) If the company’s directors are of opinion that it is better for the purpose— (a ) of presenting the same or equivalent information about the state of affairs and profit or loss of the company and those subsidiaries; and (b ) of so presenting it that it may be readily appreciated by the company’s members; the group accounts may be prepared in a form other than that required by subsection (1) and in particular may consist of more than one set of consolidated accounts, that is to say, one set dealing with the company and one group of subsidiaries and one or more sets dealing with other groups of subsidiaries, or of separate accounts dealing with each of the subsidiaries, or of statements expanding the information about the subsidiaries in the company’s own accounts, or any combination of these forms. (3 ) The group accounts may be wholly or partly incorporated in the company’s own balance sheet and profit and loss accounts. (4 ) The group accounts laid before a company shall give a true and fair view of the state of affairs and profit or loss of the company and the subsidiaries dealt with thereby as a whole, so far as concerns members of the company; and in particular shall exclude inter -group balances and any profit or loss arising from transactions within the group in so far as those profits or losses may not have been realized or incurred so far as concerns members of the company. (5 ) Where the financial year of a subsidiary does not coincide with that of the holding company the group accounts shall, unless the Minister on the application or with the consent of the holding company’s directors other-