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REGISTERED NUMBER:
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REPORT OF THE DIRECTOR AND |
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AUDITED FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2017 |
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FOR |
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ROMANYS PROPERTIES LIMITED |
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REGISTERED NUMBER:
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REPORT OF THE DIRECTOR AND |
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AUDITED FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2017 |
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FOR |
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ROMANYS PROPERTIES LIMITED |
ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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Company Information | 1 |
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Report of the Director | 2 |
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Report of the Independent Auditors | 3 |
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Statement of Comprehensive Income | 5 |
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Balance Sheet | 6 |
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Statement of Changes in Equity | 7 |
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Notes to the Financial Statements | 8 |
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ROMANYS PROPERTIES LIMITED |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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DIRECTOR: |
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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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Chartered Accountants |
& Statutory Auditors |
505 Pinner Road |
Harrow |
Middlesex |
HA2 6EH |
ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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The director presents his report with the financial statements of the company for the year ended 31 December 2017. |
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PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of investment in properties. |
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DIRECTOR |
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STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with |
applicable law and regulations. |
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Company law requires the director to prepare financial statements for each financial year. Under that law the director |
has 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 director must not approve |
the financial statements unless he is 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 director is 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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The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act |
2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a |
director in order to make himself aware of any relevant audit information and to establish that the company's auditors are |
aware of that information. |
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 |
ROMANYS PROPERTIES LIMITED |
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Opinion |
We have audited the financial statements of Romanys Properties Limited (the 'company') for the year ended |
31 December 2017 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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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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In our opinion the financial statements: |
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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. |
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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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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 director's use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate; or |
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the director has 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 director is responsible for the other information. The other information comprises the information in the Report of |
the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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Our opinion on the financial statements does not cover the other information and 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, 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. |
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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 Director for the financial year for which the financial statements are
prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ROMANYS PROPERTIES LIMITED |
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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 identified material misstatements in the Report of the Director. |
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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 director's 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 director was not entitled to prepare the financial statements in accordance with the small companies regime and
take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
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Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic |
alternative but to do so. |
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Our 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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Chartered Accountants |
& Statutory Auditors |
505 Pinner Road |
Harrow |
Middlesex |
HA2 6EH |
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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31/12/17 | 31/12/16 |
Notes | £ | £ |
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TURNOVER |
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Administrative expenses |
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84,832 | 201,171 |
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Other operating income |
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OPERATING PROFIT | 3 |
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Fair Value Gains and Losses | 4 |
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233,050 | 453,959 |
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Interest payable and similar expenses |
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PROFIT BEFORE TAXATION |
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Tax on profit | 5 |
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PROFIT FOR THE FINANCIAL YEAR |
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OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR |
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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BALANCE SHEET |
31 DECEMBER 2017 |
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31/12/17 | 31/12/16 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 6 |
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Investment property | 7 |
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CURRENT ASSETS |
Debtors | 8 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 9 |
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NET CURRENT ASSETS |
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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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PROVISIONS FOR LIABILITIES | 12 | ( |
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NET ASSETS |
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CAPITAL AND RESERVES |
Called up share capital | 13 |
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Fairvalue reserves |
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Capital contribution | 14 |
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Retained earnings | ( |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the director on
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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Called up |
share | Retained | Fairvalue | Capital | Total |
capital | earnings | reserves | contribution | equity |
£ | £ | £ | £ | £ |
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Balance at 1 January 2016 |
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Changes in equity |
Total comprehensive income | - |
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Balance at 31 December 2016 |
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Changes in equity |
Total comprehensive income | - |
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Balance at 31 December 2017 |
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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1. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Turnover |
Turnover represents rental income receivable, excluding value added tax. The rent is recognised when the |
company has the right to consideration. |
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Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to |
the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or |
substantively enacted by the balance sheet date. |
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Deferred tax |
Deferred tax is recognised in respect of all temporary timing differences which are differences between taxable |
profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments |
in periods different from those in which they are recognised in the financial statements. |
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Equity investments |
Equity investments are recognised initially at fair value which is normally the transaction price. Subsequently, |
they are measured at fair value through profit or loss account. |
ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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1. | ACCOUNTING POLICIES - continued |
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Financial instruments |
Classification of financial instruments issued by the Company |
In accordance with FRS 102, financial instruments issued by the Company are treated as equity only to the extent |
that they meet the following two conditions: |
- they include no contractual obligations upon the company to deliver cash or other financial assets or to |
exchange financial assets or financial liabilities with another party under conditions that are potentially |
unfavourable to the company; and |
- where the instrument will or may be settled in the company's own equity instruments, it is either a |
non-derivative that includes no obligation to deliver a variable number of the company's own equity instruments |
or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets |
for a fixed number of its own equity instruments. |
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Trade and other debtors / creditors |
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and |
other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to |
initial recognition theyare measured at amortised cost using the effective interest method, less any impairment |
losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment |
is deferred beyond normal business terms, then it is measured at the present value of future payments discounted |
at a market rate of instrument for a similar debt instrument. |
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Interest-bearing borrowings classified as basic financial instruments |
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a |
market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost |
using the effective interest method, less any impairment losses. |
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Cash and cash equivalents |
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on |
demand and form an integral part of the Company's cash management are included as a component of cash and |
cash equivalents for the purpose only of the cash flow statement. |
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Investment property |
Investment property whose fair value can be measured reliably without undue cost or effort shall be measured at |
fair value at each reporting date with changes in fair value recognised in profit or loss. Under pervious UK |
GAAP, investment property was valued on an open market basis. |
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2. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was 2 (2016 - 0) |
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Directors remuneration during the year was £60,000 (2016 - Nil) |
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3. | OPERATING PROFIT |
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The operating profit is stated after charging: |
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31/12/17 | 31/12/16 |
£ | £ |
Auditors' remuneration |
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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4. | FAIR VALUE GAINS AND LOSSES |
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31/12/2017 | 31/12/2016 |
£ |
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Shares in subsidiary | 110,349 | 134,421 |
Investment properties | 195,000 | 220,000 |
F.V gain/loss on amount owed to/by Romanys Ltd | - | 77,140 |
F.V gain/loss on amount owed to/by Moolsons holding Ltd | -170,924 | -155,385 |
Directors' loan accounts | - | -23,388 |
134,425 | 252,788 |
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Fair value gain on Shares in Subsidiary is reversal of impairment due to change in net asset position of Romanys |
Limited. |
Fair value gain on Investment Properties is on account of increase in the value of Investment property valued at |
year end by the management. |
Fair value loss on amount owed to Moolsons Holdings Limited is reversal of yearly discounting adopted to arrive |
at Present Value on transitions to FRS 102. |
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5. | TAXATION |
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Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31/12/17 | 31/12/16 |
£ | £ |
Current tax: |
UK corporation tax |
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Deferred tax |
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Tax on profit |
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Deferred tax is composed of £-20,236 on change in fair value of investment property and £27,882 on change in |
fair value of investment in shares of subsidiary. |
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6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2017 |
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Reversal of impairments |
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At 31 December 2017 |
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NET BOOK VALUE |
At 31 December 2017 |
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At 31 December 2016 |
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The company's investments at the Balance Sheet date in the share capital of companies include the following: |
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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6. | FIXED ASSET INVESTMENTS - continued |
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Registered office: |
Nature of business:
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% |
Class of shares: | holding |
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31/12/17 | 31/12/16 |
£ | £ |
Aggregate capital and reserves |
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Profit for the year |
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7. | INVESTMENT PROPERTY |
Total |
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FAIR VALUE |
At 1 January 2017 | 5,975,000 |
Revaluations | 195,000 |
At 31 December 2017 |
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NET BOOK VALUE |
At 31 December 2017 |
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At 31 December 2016 |
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Fair value at 31 December 2017 is represented by: |
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£ |
Valuation in 2014 | 500,000 |
Valuation in 2015 | 255,000 |
Valuation in 2016 | 220,000 |
Valuation in 2017 | 195,000 |
Cost | 5,000,000 |
6,170,000 |
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Investment property was valued by the management at £6,170,000 which was confirmed by desktop valuation |
provided by Gerald Eve LLP (Chartered Surveyors, RICS) on 19 april 2018. |
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8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/17 | 31/12/16 |
£ | £ |
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/17 | 31/12/16 |
£ | £ |
Bank loans and overdrafts |
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Trade creditors |
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Tax |
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VAT | 9,703 | 4,125 |
Directors' current accounts | - | 100,000 |
Accruals and deferred income |
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10. |
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
31/12/17 | 31/12/16 |
£ | £ |
Bank loans - 1-2 years |
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Bank loans - 2-5 years |
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Bank loans - 5+ years |
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Amounts owed to group undertakings |
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Amounts falling due in more than five years: |
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Repayable by instalments |
Bank loans - 5+ years | - | 2,243,400 |
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The existing bank loan facility was renewed on 24th March 2016 for a period until 11th May 2021. |
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11. | SECURED DEBTS |
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The following secured debts are included within creditors: |
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31/12/17 | 31/12/16 |
£ | £ |
Bank loans |
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The above are secured by way of a legal charge over the property 52 to 56 Camden high street London and a |
cash account in which rents are received. Interest on the above loan is payable at a rate of 2.55% plus 3 month |
Libor rate. |
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12. | PROVISIONS FOR LIABILITIES |
31/12/17 | 31/12/16 |
£ | £ |
Deferred tax | 837,740 | 830,093 |
ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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12. | PROVISIONS FOR LIABILITIES - continued |
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Deferred tax |
£ |
Balance at 1 January 2017 |
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Timing differences | 7,647 |
Balance at 31 December 2017 |
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The above deferred tax pertains to £948k of deferred tax liability on fair value gain on investment property and |
deferred tax asset of £110k on impairment of investment in subsidiary. |
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13. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/17 | 31/12/16 |
value: | £ | £ |
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Ordinary | £1 | 20,000 | 20,000 |
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14. | RESERVES |
Capital |
contribution |
£ |
At 1 January 2017 |
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Movement during the year | (170,924 | ) |
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At 31 December 2017 |
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15. | CONTINGENT LIABILITIES |
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A group set-off is held on current account balances of the company by HSBC bank. |
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16. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
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During the period, the company repaid £100,000 for amounts owed to the director. As at 31 December 2017, the |
company owed the director, Mr B M Pindolia £0 (2016:£100,000). |
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The director has given a personal guarantee of £50,000 to secure the bank loan. |
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17. | RELATED PARTY DISCLOSURES |
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During the year an amount of £150K was received from Romanys Limited, a 100% Subsidiary. Balance |
receivable at year end from the company was £142,848 (2016: 292,848). |
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At year end an amount of £1,880,165 (2016: £1,709,241) was payable to Moolsons Holdings Limited, the parent |
company. |
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Apart from salaries paid to Directors as mentioned in Note 2, salary of £60,000 was paid to Mrs. J.Pindolia, |
relative of the Director. |
ROMANYS PROPERTIES LIMITED (REGISTERED NUMBER: 02540078) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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18. | ULTIMATE CONTROLLING PARTY |
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The company's immediate parent undertaking is Moolsons Holdings Limited, a company incorporated in the |
British Virgin Islands. Moolsons Holdings Limited is controlled by Sovereign Trust (Isle of Man) Limited. |
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Mr B M Pindolia, Mr M Pindolia and Mr K Pindolia are the ultimate controlling party. |