Tenenge UK Limited
Registered number: 02594490
Annual Report
For the year ended 31 December 2019
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TENENGE UK LIMITED
COMPANY INFORMATION
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Marcos De Cerqueira Lima Machado
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Jayme Gomes Da Fonseca Junior
(appointed
1 October 2020
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Chartered Accountants and Statutory Auditors
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TENENGE UK LIMITED
CONTENTS
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Independent auditors' report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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TENENGE UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their report and the audited financial statements for the year ended
31 December 2019
.
The principal activity of Tenenge UK Limited continued to be that of winding down the residual activity of its original business. Previously Tenenge UK Limited was an investment holding company for Odebrecht Oil and Gas Services Limited.
The directors do not recommend the payment of a dividend (2018: £nil). The loss for the year, after taxation, amounted to £
1,907,000
(2018:
profit
£
3,072
,000
).
The directors who served during the year and to the date of this report were:
Antonio Marco Campos Rabello
(resigned
15 March 2019
)
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Aluizio Da Rocha Coelho Neto
(resigned
15 March 2019
)
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Marcos De Cerqueira Lima Machado
(appointed
28 March 2019
)
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Marcus Paulo Machado Weyll
(appointed
28 March 2019
, resigned
14 October 2020
)
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Jayme Gomes Da Fonseca Junior
(appointed
1 October 2020
)
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Directors' responsibilities statement
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The directors are responsible for preparing the directors' report and the audited financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare audited financial statements for each financial year
. Under that law the directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the audited financial statements unless 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 audited financial statements, the directors are required to:
∙
select suitable accounting policies and then apply them consistently;
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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; and
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prepare the audited 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 audited 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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TENENGE UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The Company is reliant on the ultimate parent Odebrecht Engenharia e Construção S.A for financial support and has received a letter of support from its ultimate parent indicating for a period of at least 12 months from the date of approval of these financial statements, it will provide the financial support that the company requires for its continued operations, and no such amounts owed by the Company to the immediate and intermediate parent will be called for repayment unless the Company is in a position to make payments without adversely affecting its ability to continue to trade and settle any future obligations. However, the wider group is undergoing a restructure including its debts as a result of slowdown in growth which would affect the ultimate parent’s ability to provide the required financial support to the Company. If the company is unable to receive the financial support it requires then it will seek such financing from other group entities. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company’s ability to continue as a going concern. The financial statements do not include adjustments that would result if the company was unable to continue as a going concern.
Coronavirus and the COVID-19 pandemic
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The impact of the Coronavirus outbreak is yet not clear and at the date of this report it is not possible to evaluate all potential implications for the company´s trade, customers, and suppliers. The directors consider that depending on the effect of the pandemic as well as government responses to it, the company may face different economic scenarios such as a slowdown or recession. This may directly affect the trade of the company. The directors are actively analysing possible consequences whilst directing the company’s response to mitigate these risks. Their principal objectives are to protect the health and safety of personnel in the performance of their duties, ensure the continuity of operations, and to fully cooperate with public authorities on all matters within their scope.
The withdrawal of the United Kingdom from the European Union
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The United Kingdom withdrew from the European Union on 31 January 2020 and entered into an Implementation Period which is scheduled to end on 31 December 2020. During this period, the trading relationship between the UK and the EU is expected to remain unchanged, however the terms of the future relationship between the UK and the EU from 1 January 2021 onwards are still unknown. At the date of this report it is therefore impossible to assess in detail the opportunities and threats that this future relationship could present. The directors are managing these risks by closely monitoring developments, and are confident that the company will be able to amend and modify its procedures to remain fully compliant with any future rules and regulations, and to maintain its standing and reputation in the marketplace throughout Europe and worldwide.
Provision of information to auditors
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Each of the persons who are
directors at the time when this directors' report is approved has confirmed that:
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so far as that director is aware, there is no relevant audit information of which the company's auditors are unaware, and
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that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Post balance sheet events
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Between the year end and the date of this report, the COVID-19 Coronavirus pandemic emerged globally. The impact of the Coronavirus pandemic is not yet clear and it is therefore not currently possible to evaluate all potential implications to the company's trade, customers, suppliers and the wider economy.
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TENENGE UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The auditors,
BDO LLP
, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Marcos De Cerqueira Lima Machado
Director
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Jayme Gomes Da Fonseca Junior
Director
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TENENGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TENENGE UK LIMITED
Opinion
We have audited the financial statements of Tenenge UK Limited (the ‘company’) for the year ended 31 December 2019 which comprise the statement of comprehensive income, the statement of financial position, 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:
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give a true and fair view of the state of the company’s affairs as at 31 December 2019 and of its
loss for the year then ended;
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have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
Material uncertainty related to going concern
We draw attention to note 1.4 to the financial statements, which indicates that to continue as a going concern,the Company is reliant on it’s ultimate parent undertaking for financial support, however, the wider group is undergoing a restructure which would affect the ultimate parent’s ability to provide the required financial support to the Company. As stated in note 1.4, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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TENENGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TENENGE UK LIMITED
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.
Other information
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 the audit:
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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
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the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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
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the financial statements are not in agreement with the accounting records and returns; or
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certain disclosures of directors' remuneration specified by law are not made; or
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we have not received all the information and explanations we require for our audit.
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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 Directors’ Report and from the requirement to prepare a Strategic Report.
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TENENGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TENENGE UK LIMITED
Responsibilities of Directors
As explained more fully in the directors' responsibilities statement set out on page 2, 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 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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Alexander Tapp
(Senior statutory auditor)
for and on behalf of BDO LLP, Statutory Auditor
London
22 December 2020
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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TENENGE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
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(Loss)/profit for the financial year
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Other comprehensive income
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Total comprehensive loss for the year
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The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 10 to 17 form part of these financial statements.
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TENENGE UK LIMITED
REGISTERED NUMBER:
02594490
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
Marcos De Cerqueira Lima Machado
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Jayme Gomes Da Fonseca Junior
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The notes on pages 10 to 17 form part of these financial statements.
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TENENGE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2019
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 10 to 17 form part of these financial statements.
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies
Tenenge UK Limited is a private company limited by shares incorporated in England and Wales. The company registration number is 02594490. The address of its registered office is The St Botolph Building, 138 Houndsditch, London, EC3A 7AR.
The principal activity of Tenenge UK Limited continued to be that of winding down the residual activity of its original business. Previously Tenenge UK Limited was an investment holding company for Odebrecht Oil and Gas Services Limited.
The financial statements have been presented in Pound Sterling as this is the currency of the primary
economic environment in which the company operates and is rounded to the nearest thousand pound.
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 2).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
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the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
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the requirements of Section 7 Statement of Cash Flows;
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the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
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the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Odebrecht Engenharia e Construção S.A. as at 31 December 2019 and these financial statements may be obtained from Rua Lemos Monteiro, 120 – Butantã – CEP: 05501-050 – São Paulo – SP – Brazil. .
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
The Company is reliant on the ultimate parent Odebrecht Engenharia e Construção S.A for financial support and has received a letter of support from its ultimate parent indicating for a period of at least 12 months from the date of approval of these financial statements, it will provide the financial support that the company requires for its continued operations, and no such amounts owed by the Company to the immediate and intermediate parent will be called for repayment unless the Company is in a position to make payments without adversely affecting its ability to continue to trade and settle any future obligations. However, the wider group is undergoing a restructure including its debts as a result of slowdown in growth which would affect the ultimate parent’s ability to provide the required financial support to the Company. If the company is unable to receive the financial support it requires then it will seek such financing from other group entities. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company’s ability to continue as a going concern. The financial statements do not include adjustments that would result if the company was unable to continue as a going concern.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.
(i) Financial assets
Basic financial assets, including trade and other receivables and cash and bank balances, are recognised at transaction price.
(ii) Financial liabilities
Basic financial liabilities, including trade and other payables, are recognised at transaction price.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement within 'administrative expenses'.
Corporation tax payable is provided on taxable profits at the current rate.
The taxation liabilities of certain Group undertakings are reduced wholly or in part by the surrender of losses by fellow Group companies. The tax benefits arising from Group relief are recognised in the financial statements of the surrendering and recipient companies.
Deferred taxation arises as a liability or asset if transactions have occurred at the balance sheet date that give rise to an obligation to pay more taxation in the future, or a right to pay less taxation in the future. The deferred tax liability that is the result of timing differences is recognised in full. Deferred tax assets are only recognised to the extent that, on the basis of all available evidence, they are recoverable. Deferred tax assets and liabilities recognised are not discounted.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Recoverability of debtors
The company establishes a provision for debts that are estimated not to be recoverable. When assessing recoverability the directors have considered factors such as the aging of the debts, past experience of recoverability, and the credit profile of individual or groups of customers.
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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The operating (loss)/profit is stated after charging/(crediting) :
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Fees payable to the company's auditor and its associates for the audit of the company's annual accounts
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Exchange differences on foreign currency intra group loans
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The audit fee for 2019 is £12,500 (2018: audit fee £12,500).
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The company has no employees other than the directors, who did not receive any remuneration
(2018: £
0
)
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
5.
Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than
(2018 - lower than)
the standard rate of corporation tax in the UK of
19
%
(2018 -
19
%)
. The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
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Adjust deferred tax to average rate of 19%
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Adjustments to tax charge in respect of prior periods - deferred tax
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Deferred tax not recognised
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Total tax charge for the year
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There is a deferred tax asset of £11,947,315 (2018: £10,883,591) that relate to the items above. These defered tax assets are fully not recognised due to the uncertainty of the future profitablitity.
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Factors that may affect future tax charges
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The UK Budget 2020 announced that the corporation tax rate was to be held at 19% rather than reduced to 17% with effect from 1 April 2020 as previously enacted. This provision was substantially enacted on 17 March 2020, after the end of the accounting period, and so deferred tax closing balances have been calculated at 17%.
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free, have no fixed date of payment and are repayable on demand.
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts due to group undertakings are unsecured, interest free and repayable on demand.
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost comprises amounts owed by group undertakings and cash at bank and in hand.
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Financial liabilities measured at amortised cost comprises of amounts owed to group undertakings, trade creditors and accruals and deferred income.
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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150,000,000 ordinary shares of £
1
each
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Allotted, called up and fully paid
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95,399,369
ordinary
shares of £
1
each
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The company has one class of ordinary shares; each share carries one voting right per share but no right
to fixed income.
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Profit & loss account
This reserve represents cumulative profits and losses.
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Commitments under operating leases
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At 31 December 2019 the company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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TENENGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Related party transactions
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The Company is a wholly owned member of Odebrecht Engenharia e Construção S.A. and as such has taken advantage of the exemption permitted by FRS 102 Section 33 ‘Related party disclosures’ not to provide disclosures of transactions entered into with other wholly owned members of the group.
At the year end the company was owed £254,706 (2018: £263,706) by Aqueduct Trading Services, a fellow subsidary company. The amount is shown in amounts owed by group undertakings.
At the year end the company was owed £58,879,912 (2018: £60,996,674) by Odebrecht Overseas Limited, a fellow subsidiary. The amount is shown in amounts owed by group undertakings.
At the year end the company owed £3,105,108 (2018: £3,116,954) to Tenenge Limited, the immediate parent company. The amount is shown in amounts due to group undertakings.
At the year end the company owed £5,872,404 (2018: £6,079,893) to CBPO Overseas Limited, the intermediate parent company. The amount is shown in amounts due to group undertakings.
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Post balance sheet events
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Between the year end and the date of this report, the COVID-19 Coronavirus pandemic emerged globally. The impact of the Coronavirus pandemic is not yet clear and it is therefore not currently possible to evaluate all potential implications to the company's trade, customers, suppliers and the wider economy.
The immediate parent undertaking is
Tenenge Limited
.
In the opinion of the directors the ultimate parent company and controlling party is
Odebrecht Engenharia e Construção S.A .,
a company incorporated in Brazil.
Odebrecht Engenharia e Construção S.A.
is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2019. The consolidated financial statements of Odebrecht Engenharia e Construção S.A. are available from Odebrecht Engenharia e Construção S.A., Rua Lemos Monteiro, 120 – Butantã – CEP: 05501-050 – São Paulo – SP – Brazil.
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