(1) Where a private company is a subsidiary undertaking of a parent undertaking established under the laws of a Member State, the company shall, as respects any particular financial year of the company, stand exempted from the provisions of section 7 (other than subsection (1)(b)) of this Act if, but only if, the following conditions are fulfilled:
(a) every person who is a shareholder of the company on the date of the holding of the next annual general meeting of the company after the end of that financial year, or on the next annual return date of the company after the end of that financial year, whichever is the earlier, shall declare his consent to the exemption
(b) there is in force in respect of the whole of that financial year an irrevocable guarantee by the parent undertaking of -
(i) the liabilities of the company referred to in section 5(c) of this Act in respect of that financial year, in a case where the company prepares Companies Act individual accounts, or
(ii) all l