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Report of the Directors and |
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Audited Financial Statements for the Year Ended 31 March 2018 |
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Rowlandson Investments Limited |
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REGISTERED NUMBER:
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Report of the Directors and |
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Audited Financial Statements for the Year Ended 31 March 2018 |
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for |
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Rowlandson Investments Limited |
Rowlandson Investments Limited (Registered number: 00707194) |
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Contents of the Financial Statements |
for the Year Ended 31 March 2018 |
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Page |
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Company Information | 1 |
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Report of the Directors | 2 |
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Report of the Independent Auditors | 4 |
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Statement of Comprehensive Income | 6 |
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Balance Sheet | 7 |
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Statement of Changes in Equity | 8 |
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Notes to the Financial Statements | 9 |
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Rowlandson Investments Limited |
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Company Information |
for the Year Ended 31 March 2018 |
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DIRECTORS: |
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SECRETARY: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Statutory Auditor and Chartered Accountants. |
101 Cambridge Science Park |
Milton Road |
Cambridge |
CB4 0FY |
Rowlandson Investments Limited (Registered number: 00707194) |
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Report of the Directors |
for the Year Ended 31 March 2018 |
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The directors present their report with the financial statements of the company for the year ended 31 March 2018. |
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PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the provision of commercial lending facilities, |
related financial services and management services. |
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EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
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DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2017 to the date of this report. |
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The group has made qualifying third party indemnity provisions for the benefit of its directors which were made during the |
year and remain in force at the date of this report. |
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DONATIONS |
During the year the company made donations totalling £7,682 to local causes. |
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DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with |
applicable law and regulations. |
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Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have |
elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice |
(United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the |
financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of |
the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will
continue in business. |
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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's |
transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to |
ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the |
assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
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STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
The directors confirm that: |
so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and |
the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any |
relevant audit information and to establish that the company's auditor is aware of that information. |
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AUDITORS |
The auditors, Grant Thornton UK LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Report of the Directors |
for the Year Ended 31 March 2018 |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small |
companies. |
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ON BEHALF OF THE BOARD: |
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Report of the Independent Auditors to the Members of |
Rowlandson Investments Limited |
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Opinion |
We have audited the financial statements of Rowlandson Investments Limited (the 'company') for the year ended 31 March |
2018 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to |
the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has |
been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial |
Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom |
Generally Accepted Accounting Practice). |
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In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 March 2018 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law Our |
responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial |
statements section of our report. We are independent of the company in accordance with the ethical requirements that are |
relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our |
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is |
sufficient and appropriate to provide a basis for our opinion. |
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Who we are reporting to |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the |
Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters |
we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, |
we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our |
audit work, for this report, or for the opinions we have formed. |
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Conclusions relating to going concern |
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you |
where: |
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the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate;
or |
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the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
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Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the |
Directors, other than the financial statements and our auditor's report thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly |
stated in our report, we do not express any form of assurance conclusion thereon. |
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In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, |
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in |
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material |
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material |
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material |
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Report of the Independent Auditors to the Members of |
Rowlandson Investments Limited |
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Opinion on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
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the information given in the Report of the Directors for the financial year for which the financial statements are prepared
is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report under the Companies Act 2006 |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we |
have not identified material misstatements in the Report of the Directors. |
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Matters on which we are required to report by exception |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, |
in our opinion: |
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
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the directors were not entitled to prepare the financial statements in accordance with the small companies regime and
take advantage of the small companies' exemption in preparing the Report of the Directors and from the requirement to prepare a Strategic Report. |
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Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page two, the directors are responsible for the |
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control |
as the directors determine necessary to enable the preparation of financial statements that are free from material |
misstatement, whether due to fraud or error. |
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In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going |
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless |
the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
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Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material |
misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable |
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will |
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material |
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on |
the basis of these financial statements. |
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A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting |
Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
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for and on behalf of
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Statutory Auditor and Chartered Accountants. |
Cambridge |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Statement of Comprehensive Income |
for the Year Ended 31 March 2018 |
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31.3.18 | 31.3.17 |
Notes | £ | £ | £ | £ |
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TURNOVER |
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Administrative expenses |
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OPERATING LOSS | 4 | ( |
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Income from shares in group undertakings |
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Interest receivable and similar income |
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3,037,044 | 1,270,170 |
2,711,870 | 869,701 |
Amounts written off investments |
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Related party provisions |
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13,675,741 | 3,250,000 |
(10,963,871 | ) | (2,380,299 | ) |
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Interest payable and similar expenses |
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LOSS BEFORE TAXATION |
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Tax on loss | 5 | ( |
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LOSS FOR THE FINANCIAL YEAR |
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OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Balance Sheet |
31 March 2018 |
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31.3.18 | 31.3.17 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 6 |
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Investments | 7 |
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CURRENT ASSETS |
Debtors | 8 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 9 |
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NET CURRENT LIABILITIES | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CREDITORS |
Amounts falling due after more than one year | 10 |
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NET (LIABILITIES)/ASSETS |
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CAPITAL AND RESERVES |
Called up share capital |
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Other reserves |
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Retained earnings |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the Board of Directors on
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Rowlandson Investments Limited (Registered number: 00707194) |
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Statement of Changes in Equity |
for the Year Ended 31 March 2018 |
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Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
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Balance at 1 April 2016 |
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Changes in equity |
Total comprehensive income | - | ( |
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Balance at 31 March 2017 |
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Changes in equity |
Total comprehensive income | - |
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Balance at 31 March 2018 |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Notes to the Financial Statements |
for the Year Ended 31 March 2018 |
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1. | STATUTORY INFORMATION |
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Rowlandson Investments Limited is a
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company's registered number and registered office address can be found on the Company Information page. |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Going concern |
The directors have reviewed trading and cash flow forecasts and are satisfied that, together with ongoing group |
support confirmed by the holding company, the company can meet its liabilities as they fall due for at least one year |
from the date of approval of the financial statements. |
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Preparation of consolidated financial statements |
The financial statements contain information about Rowlandson Investments Limited as an individual company and |
do not contain consolidated financial information as the parent of a group. The company is exempt under Section |
400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its |
subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, RO |
Trading Limited, Graham House, 7 Wyllyotts Place, Potters Bar, Hertfordshire, EN6 2JD. |
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Tangible fixed assets |
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Investments |
Fixed asset investments are shown at cost less provision for impairment. |
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Investments in subsidiary companies represent the cost of acquisition of the share capital less provision for |
impairment. |
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Turnover |
Turnover represents the value of goods sold and fees receivable net of VAT in respect of the provision of |
management and other services. The whole of the turnover is derived from the UK market. |
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Taxation |
UK corporation tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or |
substantially enacted by the balance sheet date. |
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Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance |
sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or |
right to pay less or to receive more tax. |
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Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that |
there will be suitable taxable profits from which the underlying timing differences can be deducted. |
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Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which |
timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. |
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Lease commitments |
Rentals paid under operating leases are charged on a straight line basis over the lease term, even if payments are not |
made on such a basis. |
Rowlandson Investments Limited (Registered number: 00707194) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2018 |
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2. | ACCOUNTING POLICIES - continued |
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Pension costs |
The company operates a defined contribution group personal pension scheme. The amount charged to the profit and |
loss account represents contributions payable by the company to the individual policies effected by the employees |
with an independent Insurance Company in funds separate from the company's finances. |
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Long term debt instruments |
The finance cost recognised in the profit and loss account in respect of long term debt instruments is allocated to |
periods over the term of the instrument at a constant rate on the carrying amount. |
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Financial instruments |
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as |
either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences |
a residual interest in the assets of the company after deducting all of its liabilities. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | OPERATING LOSS |
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The operating loss is stated after charging: |
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31.3.18 | 31.3.17 |
£ | £ |
Depreciation - owned assets |
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Operating lease costs |
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Directors' pension costs |
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5. | TAXATION |
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Analysis of the tax credit |
The tax credit on the loss for the year was as follows: |
31.3.18 | 31.3.17 |
£ | £ |
Current tax: |
UK corporation tax | ( |
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Prior year adjustment |
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Total current tax | ( |
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Deferred tax |
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Tax on loss | ( |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2018 |
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5. | TAXATION - continued |
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Reconciliation of total tax credit included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is |
explained below: |
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31.3.18 | 31.3.17 |
£ | £ |
Loss before tax |
( |
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Loss multiplied by the standard rate of corporation tax in the UK of
(2017 - |
( |
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( |
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Effects of: |
Expenses not deductible for tax purposes |
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Income not taxable for tax purposes | ( |
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Capital allowances in excess of depreciation | ( |
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Reversal of previously disallowed accrual |
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( |
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Previous provision reversed |
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Prior year adjustment |
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Deferred tax rate adjustment |
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Impairment of group investments |
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Total tax credit | (536,170 | ) | (751,048 | ) |
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6. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
Additions |
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At 31 March 2018 |
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DEPRECIATION |
Charge for year |
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At 31 March 2018 |
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NET BOOK VALUE |
At 31 March 2018 |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2018 |
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7. | FIXED ASSET INVESTMENTS |
Shares in |
group | Other |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1 April 2017 |
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4,709,260 |
Impairments | ( |
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(4,671,037 | ) |
At 31 March 2018 |
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38,223 |
NET BOOK VALUE |
At 31 March 2018 |
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38,223 |
At 31 March 2017 |
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4,709,260 |
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The above investments are stated at cost less any provision for impairment. |
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Subsidiary undertakings |
The company's principal subsidiary undertakings, all of which are incorporated in England and Wales, are set out |
below:- |
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Share | The | Subsidiary |
Name and Nature of Business | Class | Company | Undertakings | Note |
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Rowlandson Properties Limited | Ordinary | 100% | - |
Property Investment | Deferred | 100% | - |
Choughley Properties Limited | Ordinary | 66.7% | 33.3% | Held by Derrymoyle Limited |
Holding Company |
Derrymoyle Limited | Ordinary | 62% | 38% | Held by Rowlandson |
Holding Company | Properties Limited |
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8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.18 | 31.3.17 |
£ | £ |
Amounts owed by group undertakings |
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Amounts owed by related parties |
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Other debtors |
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Corporation tax |
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Deferred tax asset |
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VAT |
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Prepayments |
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Rowlandson Investments Limited (Registered number: 00707194) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2018 |
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9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.18 | 31.3.17 |
£ | £ |
Bank loans and overdrafts |
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Trade creditors |
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Amounts owed to group undertakings |
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Amounts owed to related parties |
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Corporation tax |
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Social security and other taxes |
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Other creditors |
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Deposits held |
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Accruals and deferred income |
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10. |
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
31.3.18 | 31.3.17 |
£ | £ |
Subordinated unsecured loan stock 2050 |
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Amounts falling due in more than five years: |
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Repayable otherwise than by instalments |
Subordinated unsecured loan stock 2050 | 3,456,463 | 3,456,463 |
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11. | CONTINGENT LIABILITIES |
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The company has guaranteed certain of the bank loans and overdrafts of its subsidiary undertakings to an unlimited |
extent. At 31 March 2018 the total liability of the subsidiary undertakings amounted to £Nil (2017: £Nil). |
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12. | RELATED PARTY DISCLOSURES |
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The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial |
Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with |
wholly owned subsidiaries within the group. |
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13. | POST BALANCE SHEET EVENTS |
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There has been no event since the balance sheet date that could materially affect the state of affairs of the company |
as at 31 March 2018 or that requires disclosure. |
Rowlandson Investments Limited (Registered number: 00707194) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2018 |
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14. | ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY |
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The company is a subsidiary undertaking of RO Trading Limited a company incorporated in England and Wales. |
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Mr R G St J Rowlandson, a director of RO Trading Limited and members of his close family, control the company as |
a result of them owning and controlling the issued share capital of RO Trading Limited, the ultimate parent company. |
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RO Trading Limited is the parent company of the largest and smallest group of which the company is a member for |
which consolidated accounts are prepared. Copies of its group accounts can be obtained from Graham House, 7 |
Wyllyotts Place, Potters Bar, Hertfordshire, EN6 2JD. |