Company registration number:
Charity number:
1055087
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
CONTENTS
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS TRUSTEES AND ADVISERS
FOR THE YEAR ENDED 31 DECEMBER 2021
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
TRUSTEES' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The Trustees present their annual report together with the audited financial statements of the Company for the 1 January 2021 to 31 December 2021. The Annual report serves the purposes of both a Trustees' report and a directors' report under company law. The Trustees confirm that the Annual report and financial statements of the charitable company comply with the current statutory requirements, the requirements of the charitable company's governing document and the provisions of the Statement of Recommended Practice (SORP) applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) (effective 1 January 2019).
Since the Company qualifies as small under section 382 of the Companies Act 2006, the Strategic report required of medium and large companies under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 has been omitted.
Objectives and activities
a. Policies and objectives
The objective of the charity is both within the Russian Federation and elsewhere to promote and protect the physical and mental health of individuals with Down's Syndrome and their families and careers, to advance education in health and social care of individuals with Down's Syndrome and to promote social inclusion and relieve the needs of individuals who are socially excluded on account of them having Down's Syndrome or their their families or careers, and assist them to integrate into society.
In particular this achieved through the making of grants and giving support to the sister charity Downside Up Limited and such other charities and organisations as the Trustees shall think fit. The objectives were changed on 12 October 2020 (which is the date when Companies House formally accepted the resolution of members amending the Articles of Association). The charity has continued to invest in Syncona Limited, a special investment company structured in the manner of an investment trust which, in the opinion of the trustees, is likely to give unusually attractive returns over time. The trustees will continue to monitor the investment strategy of the charity and make any changes to investments that are dictated by circumstances and during the year the charity sold part of its Syncona shareholding and invested in other securities which the Trustees believe will provide a good rate of return. The Trustees review the major risks that the charity faces and believe that maintaining reserves at appropriate levels, combined with an annual review of controls over key financial systems, will provide sufficient resources in the face of adverse conditions. The Trustees have also examined the operational and business risks which the charity faces and consider that the charity's internal control systems are appropriate, given the size and nature of the operations, (which are essentially limited to to managing investments and considering grants) to mitigate the significant risks. The major risk is considered to be the investment of the bulk of the charity's funds in one investment, Syncona Limited. The Trustees have carried out their due diligence on this investment and their rationale is set out above. The Trustees will however continue to monitor the investment strategy of the charity. The Trustees maintain reserves to provide adequate working capital for the day to day running of the charity and to have sufficient funds available in order to meet the needs of the charity and identify specific projects within the scope of the charities objectives.
In setting objectives and planning for activities, the Trustees have given due consideration to general guidance published by the Charity Commission relating to public benefit, including the guidance 'Public benefit: running a charity (PB2)'.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
Achievements and performance
a. Main achievements of the Company
Due to DSDF's activities and support for Downside Up Limited, more than 9,000 families of people with Down syndrome in Russia were involved in Downside Up Limited 's activities and programs. These families received various free of charge support services such as face-to-face and online consultations, group sessions by Downside Up Limited 's specialists, books on Down syndrome and development of children with Down syndrome. Support of DSDF to Downside Up Limited enabled the fund to develop online resources to help more families and professionals, in particular those who live far from Moscow and are not able to come to our face-to-face consultations. These online resources are of high demand: Russian website's number of unique visitors from Russia equals to 63,000 unique users monthly. 99,000 unique users are subscribed to the social media of Downside Up Limited where the fund regularly publishes educational materials for families.
Financial review
a. Going concern
After making appropriate enquiries, the Trustees have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in the accounting policies.
b. Financial Position
The charity has a strong balance sheet at the year end of £5,174,446 (2020: £7,247,630) mostly made up of an investment in Syncona Limited. Income from the investment in Syncona Limited was £Nil (2019: £Nil). Expenditure on the charity's objectives during the year was £1,345,164 (2020: £29,371). This includes a provision made against loans to a related charity.
Structure, governance and management
a. Constitution
The company is a charitable company limited by shares. The financial statements comply with current statutory requirements, the Memorandum and Articles of Association and the Statement of Recommended Practice - Accounting and Reporting by Charities.
The company is constituted under a Memorandum of Association and is a registered charity with number 1055087. The company's registration number is 3026295. The charity's registered office is Lynton House, 7-12 Tavistock Square, London, WC1H 9LT. The charity's trustees in the year were J.A. Barnes, M.N.C. Thomas, S. O'Meara and J.H.M. Turnbull.
b. Methods of appointment or election of Trustees
The management of the Company is the responsibility of the Trustees who are elected and co-opted under the terms of the Memorandum of Association.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
Statement of Trustees' responsibilities
Disclosure of information to auditors
Each of the persons who are Trustees at the time when this Trustees' report is approved has confirmed that:
∙
so far as that Trustee is aware, there is no relevant audit information of which the charity's auditors are unaware, and
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that Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit information and to establish that the charity's auditors are aware of that information.
Auditors
Menzies LLP are deemed to be re-appointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies.
Approved by order of the members of the board of Trustees and signed on their behalf by:
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
We have audited the financial statements of Downs Syndrome Diamond Foundation Limited
(the 'charitable company') for the year ended
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 charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the Trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOWNS SYNDROME DIAMOND FOUNDATION LIMITED (CONTINUED)
The other information comprises the information included in the Annual report other than the financial statements and our Auditors' report thereon. The Trustees are responsible for the other information contained within the Annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Trustees' report for the financial year for which the financial statements are prepared is consistent with the financial statements.
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the Trustees' report has been prepared in accordance with applicable legal requirements.
In the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees' report.
We have nothing to report in respect of the following matters in relation to which 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 Trustees' 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; or
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the Trustees were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Trustees' report and from the requirement to prepare a Strategic report.
As explained more fully in the Trustees' responsibilities statement, the Trustees (who are also the directors of the charitable company for the purposes of company law) 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 Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOWNS SYNDROME DIAMOND FOUNDATION LIMITED (CONTINUED)
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including the Charities Act 2011 and Companies Act 2006. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. • We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary. We corroborated our inquiries through our review of board minutes. • The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area. • We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas; posting of fraudulent journal entries, authorisation, processing, and payment of fraudulent expenses and timing of revenue recognition. Audit procedures performed by the engagement team included: o Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; o Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; o Challenging assumptions and judgments made by management in its significant accounting estimates; and o Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' report.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOWNS SYNDROME DIAMOND FOUNDATION LIMITED (CONTINUED)
This report is made solely to the charitable 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 charitable company's members those matters we are required to state to them in an Auditors' 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 charitable company and its members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Centrum House
36 Station Road
Egham
Surrey
TW20 9LF
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNT)
FOR THE YEAR ENDED 31 DECEMBER 2021
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
REGISTERED NUMBER:
03026295
BALANCE SHEET
AS AT 31 DECEMBER 2021
The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Downs Syndrome Diamond Foundation Limited is a private company limited by shares incorporated in England and Wales. The company is also a registered charity. The address of the registered office is disclosed on the company information page. The company's principal place of business is within England and Wales.
2.
Accounting policies
The charity is dependent on its investments and reserves to provide funding. Given the level of reserves the Trustees consider that the charity will have sufficient funds to enable it to meet its commitments for at least twelve months from the date of approval of these financial statements and for the foreseeable future. The financial statements are accordingly prepared on the going concern basis.
All income is recognised once the charity has entitlement to the income, it is probable that the income will be received and the amount of income receivable can be measured reliably.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the reporting date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the Statement of financial activities.
Fixed asset investments are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at fair value at the Balance sheet date, unless the value cannot be measured reliably in which case it is measured at cost less impairment. Investment gains and losses, whether realised or unrealised, are combined and presented as ‘Gains/(Losses) on investments’ in the Statement of financial activities.
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
6.
Analysis of expenditure by activities
(continued)
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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DOWNS SYNDROME DIAMOND FOUNDATION LIMITED
(A company limited by shares)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
14.
Analysis of net assets between funds
(continued)
Each member of the charitable company undertakes to contribute to the assets of the company in the event of it being wound up while he/she is a member, or within one year after he/she ceases to be a member, the amount of any unpaid share capital, not exceeding £1.
Since the year end the conflict in Ukraine has had a negative impact on the operations of the charity, making it difficult to provide the usual support to the partner charities within Russia due to the impact of sanctions and other disruptions.
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