Company Registration No. 01854872 (England and Wales)
HARPER GROUP PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
HARPER GROUP PLC
COMPANY INFORMATION
Directors
Miss V Overton
Mr A Rees
Mr M Harvey
Mr P Mondon
Secretary
Miss V Overton
Company number
01854872
Registered office
Units 1 & 2
Bevan Industrial Estate
Brierley Hill
West Midlands
DY5 3TF
Auditor
CK Audit
No.4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
Business address
Units 1 & 2
Bevan Industrial Estate
Brierley Hill
West Midlands
DY5 3TF
Bankers
HSBC Bank Plc
31 Church Street
Kidderminster
Worcestershire
West Midlands
DY10 2AY
HARPER GROUP PLC
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 4
Statement of comprehensive income
5
Balance sheet
6
Statement of changes in equity
7
Notes to the financial statements
8 - 19
HARPER GROUP PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2017.
Principal activities
The company is a parent company. The principal activities of the subsidiary undertakings are the provision of building contractor and development services delivering all construction types, including but not restricted to, commercial, industrial, leisure and retail, health, education, refurbishment, public buildings, affordable and private housing of all sizes under all procurement routes.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Miss V Overton
Mr A Rees
Mr M Harvey
Mr P Mondon
Results and dividends
The results for the year are set out on page 5.
Ordinary dividends were paid amounting to £677,182. The directors do not recommend payment of a further dividend.
No preference dividends were paid.
The directors do not recommend payment of a final dividend.
Auditor
The auditor, CK Audit, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
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:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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.
HARPER GROUP PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 2 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr A Rees
Director
19 April 2018
HARPER GROUP PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HARPER GROUP PLC
- 3 -
Opinion
We have audited the financial statements of Harper Group Plc
(the 'company')
for the year ended 31 December 2017 which comprise
the Statement of Comprehensive Income, the Balance Sheet, the 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 FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its profit 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.
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 Auditor's 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.
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:
-
the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
-
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
.
The directors are responsible for the other information. The other information comprises the information included in the annual report, 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.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-
the Directors' Report has been prepared in accordance with applicable legal requirements.
HARPER GROUP PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HARPER GROUP PLC
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the Directors' Report
.
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:
-
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
-
the company is not entitled to claim exemption in preparing a strategic report due to it being a member of an ineligible group.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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.
Auditor's 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 an auditor’s report 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.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s report.
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 an auditor's report 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.
Wendy Davies (Senior Statutory Auditor)
for and on behalf of CK Audit
19 April 2018
Chartered Accountants
Statutory Auditor
No.4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
HARPER GROUP PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2017
- 5 -
2017
2016
Notes
£
£
Turnover
3
315,000
112,000
Administrative expenses
(175,823)
(101,815)
Other operating income
-
250
Operating profit
4
139,177
10,435
Interest receivable and similar income
8
1,412,000
-
Interest payable and similar expenses
9
(118,564)
-
Profit before taxation
1,432,613
10,435
Tax on profit
10
(2,018)
-
Profit for the financial year
1,430,595
10,435
The Profit And Loss Account has been prepared on the basis that all operations are continuing operations.
HARPER GROUP PLC
BALANCE SHEET
AS AT
31 DECEMBER 2017
31 December 2017
- 6 -
2017
2016
Notes
£
£
£
£
Fixed assets
Tangible assets
12
-
893
Investments
13
1,932,154
1,932,154
1,932,154
1,933,047
Current assets
Debtors
15
19,477
3,148
Cash at bank and in hand
75,264
140,244
94,741
143,392
Creditors: amounts falling due within one year
16
(392,198)
(362,837)
Net current liabilities
(297,457)
(219,445)
Total assets less current liabilities
1,634,697
1,713,602
Creditors: amounts falling due after more than one year
17
(1,012,057)
(1,844,375)
Net assets/(liabilities)
622,640
(130,773)
Capital and reserves
Called up share capital
20
599,508
599,508
Capital redemption reserve
21
2,701
2,701
Profit and loss reserves
22
20,431
(732,982)
Total equity
622,640
(130,773)
The financial statements were approved by the board of directors and authorised for issue on 19 April 2018 and are signed on its behalf by:
Mr M Harvey
Director
Company Registration No. 01854872
HARPER GROUP PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2017
- 7 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2016
599,508
2,701
(743,417)
(141,208)
Year ended 31 December 2016:
Profit and total comprehensive income for the year
-
-
10,435
10,435
Balance at 31 December 2016
599,508
2,701
(732,982)
(130,773)
Year ended 31 December 2017:
Profit and total comprehensive income for the year
-
-
1,430,595
1,430,595
Dividends
11
-
-
(677,182)
(677,182)
Balance at 31 December 2017
599,508
2,701
20,431
622,640
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
- 8 -
1
Accounting policies
Company information
Harper Group Plc is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Units 1 & 2, Bevan Industrial Estate, Brierley Hill, West Midlands, DY5 3TF.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the reduced disclosure exemptions for subsidiaries as follows:
-
The requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d).
-
The requirements of Section 11 paragraphs 11.39 to 11.48A and Section 12 paragraphs 12.26 to 12.29A providing the equivalent disclosures required by this FRS are included in the consolidated financial statements of the group in which the entity is consolidated.
-
The requirement of Section 33 Related Party Disclosures paragraph 33.7.
The company has taken advantage of the exemption under section 400 of the
Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group
.
Harper Group Plc is a wholly owned subsidiary of Harper Group Management Limited and the results of Harper Group Plc are included in the consolidated financial statements of Harper Group Management Limited which are available from Beeches Road, Rowley Regis, Warley, West Midlands, B65 0BB.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates
.
1.4
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Accounting policies
(Continued)
- 9 -
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.7
Cash at bank and in hand
Cash at bank and in hand
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Accounting policies
(Continued)
- 10 -
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts,
are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
s
ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as
being measured at
fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Accounting policies
(Continued)
- 11 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 12 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant
effect on amounts recognised in the financial statements.
Valuation of investments
The directors have considered the valuation of the investment in subsidiaries. Judgement has been taken as to the future profitability of the subsidiary companies. The directors are satisfied that there is no impairment provision required.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2017
2016
£
£
Turnover analysed by class of business
Management charges - Group
315,000
112,000
2017
2016
£
£
Other significant revenue
Dividends received
1,412,000
-
Sundry income
-
250
2017
2016
£
£
Turnover analysed by geographical market
United Kingdom
315,000
112,000
The total turnover of the company for the year has been derived from its principal activity wholly undertaken in the United Kingdom.
4
Operating profit
2017
2016
Operating profit for the year is stated after charging:
£
£
Depreciation of owned tangible fixed assets
893
299
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 13 -
5
Auditor's remuneration
2017
2016
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
1,500
1,500
For other services
Taxation compliance services
500
500
All other non-audit services
500
500
1,000
1,000
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2017
2016
Number
Number
Administration
1
1
Their aggregate remuneration comprised:
2017
2016
£
£
Wages and salaries
126,898
48,028
Social security costs
15,913
5,491
Pension costs
23,333
40,000
166,144
93,519
7
Directors' remuneration
2017
2016
£
£
Remuneration for qualifying services
126,898
51,343
Company pension contributions to defined contribution schemes
23,333
40,000
150,231
91,343
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 14 -
8
Interest receivable and similar income
2017
2016
£
£
Income from fixed asset investments
Income from shares in group undertakings
1,412,000
-
9
Interest payable and similar expenses
2017
2016
£
£
Interest payable to group undertakings
20,564
-
Other interest on financial liabilities
98,000
-
118,564
-
10
Taxation
2017
2016
£
£
Current tax
UK corporation tax on profits for the current period
2,018
-
Following 2016 Budget announcements, there has been a reduction in the main rate of corporation tax from 20% to 19% from 1 April 2017.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2017
2016
£
£
Profit before taxation
1,432,613
10,435
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2016: 20.00%)
272,196
2,087
Tax effect of expenses that are not deductible in determining taxable profit
2,420
19
Tax effect of utilisation of tax losses not previously recognised
(4,344)
(2,166)
Effect of change in corporation tax rate
26
-
Deferred tax adjustments in respect of prior years
-
60
Dividend income
(268,280)
-
Taxation charge for the year
2,018
-
The company has estimated tax losses of £0 (2016 - £22,864) available for carry forward against future trading profits.
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 15 -
11
Dividends
2017
2016
£
£
Final paid
677,182
-
12
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 January 2017 and 31 December 2017
127,704
Depreciation and impairment
At 1 January 2017
126,811
Depreciation charged in the year
893
At 31 December 2017
127,704
Carrying amount
At 31 December 2017
-
At 31 December 2016
893
13
Fixed asset investments
2017
2016
Notes
£
£
Investments in subsidiaries
14
1,932,154
1,932,154
14
Subsidiaries
These financial statements are separate company financial statements for Harper Group Plc.
Separate company financial statements are required to be prepared by law. Consolidated financial statements for Harper Group Management Limited, the ultimate parent company, are prepared and publicly available.
Details of the company's subsidiaries at 31 December 2017 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Harper Group Construction Limited
England and Wales
Civil engineering, construction and property development
Ordinary
100.00
J Harper & Sons (Leominster) Limited
England and Wales
Civil engineering construction
Ordinary
100.00
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
14
Subsidiaries
(Continued)
- 16 -
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Harper Group Construction Limited
498,123
(562,867)
J Harper & Sons (Leominster) Limited
473,485
2,118,264
15
Debtors
2017
2016
Amounts falling due within one year:
£
£
Prepayments and accrued income
19,477
3,148
16
Creditors: amounts falling due within one year
2017
2016
£
£
Trade creditors
36,846
16,002
Amounts due to group undertakings
140,865
116,699
Corporation tax
2,018
-
Other taxation and social security
194,029
213,375
Other creditors
11,842
10,163
Accruals and deferred income
6,598
6,598
392,198
362,837
17
Creditors: amounts falling due after more than one year
2017
2016
Notes
£
£
Other borrowings
18
1,012,057
1,844,375
18
Loans and overdrafts
2017
2016
£
£
Loans from group undertakings
1,012,057
1,844,375
Payable after one year
1,012,057
1,844,375
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
18
Loans and overdrafts
(Continued)
- 17 -
The company had a loan with S Underhill in which the final payment was accelerated during 2016. The loan had been secured by a fixed and floating charge over the assets of the company. Under the terms of the loan, interest of £100,000 became payable when residential planning position was obtained in respect of land owned by a subsidiary company. The additional interest payment of £100,000 was agreed to be paid via monthly installments of £10,000, which were all paid by the year-end.
The loan from a subsidiary undertaking is subject to a formal loan agreement with the following terms:
-
Repayment £8,125 per month
- Interest 1% per annum above base
- Term 20 years from 8 December 2016
During the year, the company received £734,818 in dividends from the subsidiary undertaking, which was debited against the loan above. Whilst the term of the loan still stands, payments will be completed in 2029.
19
Retirement benefit schemes
2017
2016
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
23,333
40,000
The company operates a defined contribution pension scheme for all qualifying employees.
The assets of the scheme are held separately from those of the company in an independently administered fund.
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 18 -
20
Share capital
2017
2016
£
£
Ordinary share capital
Issued and fully paid
678 Ordinary shares of £1 each
678
678
678
678
Preference share capital
Issued and fully paid
598,830 Deferred shares of £1 each
598,830
598,830
598,830
598,830
The Deferred £1 shares are entitled to an aggregate cash dividend of £1 in a period only after a dividend
of not less than £10,000,000 has been distributed to holders of the £1 ordinary shares.
On a return of assets on liquidation
,
these non-equity shareholders would be entitled to receive the sum
of 1p per share subject to the holders of the ordinary shares first having received the sum of £1,000 per
share.
The non-equity shareholders have no rights to receive notice of or attend or vote at General Meetings of
the Company.
21
Capital redemption reserve
2017
2016
£
£
At beginning and end of year
2,701
2,701
HARPER GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 19 -
22
Profit and loss reserves
2017
2016
£
£
At 1 January 2017
(732,982)
(743,417)
Profit for the year
1,430,595
10,435
Dividends
(677,182)
-
At 31 December 2017
20,431
(732,982)
23
Financial commitments, guarantees and contingent liabilities
The company is party to unlimited guarantees and cross guarantees with other group companies to secure overdraft facilities of the group. The amount owing by other group companies under such guarantees at 31 December 2017 was £nil (2016 £nil).
24
Controlling party
The directors regard Harper Group Management Limited, a company registered in England and Wales, as the ultimate controlling party.
Harper Group Management Limited is the parent undertaking of the largest and only group of which the company is a member and for which group financial statements are drawn up.
Group financial statements and copies can be obtained from Units 1 & 2, Bevan Industrial Estate, Brierley Hill, West Midlands, DY5 3TF.
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