Company registration number 03147720 (England and Wales)
RPMC EUROPE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
RPMC EUROPE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
RPMC EUROPE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
85,699
Current assets
Debtors
5
18,859
138,507
Cash at bank and in hand
55
41
18,914
138,548
Creditors: amounts falling due within one year
6
(5,825)
(809,302)
Net current assets/(liabilities)
13,089
(670,754)
Net assets/(liabilities)
13,089
(585,055)
Capital and reserves
Called up share capital
8
30,000
30,000
Profit and loss reserves
(16,911)
(615,055)
Total equity
13,089
(585,055)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 28 December 2022
Mr S J Hall
Director
Company Registration No. 03147720
RPMC EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2020:
Balance at 1 January 2020
30,000
(618,965)
(588,965)
Year ended 31 December 2020:
Profit and total comprehensive income for the year
-
3,910
3,910
Balance at 31 December 2020
30,000
(615,055)
(585,055)
Year ended 31 December 2021:
Loss and total comprehensive expense for the year
-
598,144
598,144
Balance at 31 December 2021
30,000
(16,911)
13,089
RPMC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information
RPMC Europe Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
2nd Floor, 201 Great Portland Street, Marylebone, London, W1W 5AB.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The company has insufficient funds and support to meet its liabilities as they fall due in the 12 months following the date of approval of these financial statements. Taking this
into consideration, the company is no
longer
a going concern and as a
result of the accounts being prepared o
n the going concern basis, the audit report contains an adverse opinion. Both under FRS 102 and the Companies Act 2006, the financial statements should have been prepared on a basis other than going concern.
1.3
Turnover
The company incurs admin expenses on behalf of its fellow subsidiary undertaking, Sid Lee London Limited. Turnover relates to management charges receivable from the relevant company with respect to the relevant expenses.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in
profit
or
loss
.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.5
Cash at bank and in hand
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
RPMC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
RPMC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.9
Prior year reclassification
During a detailed review of the opening balances it was noted that turnover and expenses were netted off in the prior year. As such the relevant turnover and expenses have been reclassified to turnover and administrative expenses. In addition, the intercompany creditor, previously disclosed as due within more than one year, has been reclassified to due within one year to reflect the payment terms of the loan which is repayable on demand.
The above resulted in a restatement of the previous year's turnover from £nil (as previously reported) to £249,257 (as restated) and a corresponding increase in administrative expenses from £184 (as previously reported) to £249,441 (as restated). Creditors due within more than one year have been restated from £803,965 (as previously reported) to £nil (as restated). Creditors due within one year have been restated from £5,596 (as previously reported) to £809,302 (as restated). The resulting reclassification had no impact on profit and/or equity.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons employed by the company during the year was:
2021
2020
Number
Number
Total
-
4
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
85,699
RPMC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
4
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2021 & 31 December 2021
85,699
Impairment
At 1 January 2021
-
Impairment losses
85,699
At 31 December 2021
85,699
Carrying amount
At 31 December 2021
-
At 31 December 2020
85,699
5
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
119,647
Other debtors
18,859
18,860
18,859
138,507
6
Creditors: amounts falling due within one year
2021
2020
£
£
As restated
Bank loans and overdrafts
30
Trade creditors
5,566
5,566
Amounts owed to group undertakings
259
803,706
5,825
809,302
7
Related party transactions
As a wholly owned subsidiary, the company is exempt from disclosing related party transactions and outstanding balances with its parent company and fellow wholly owned subsidiaries under section 33.1A of FRS102.
RPMC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
8
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
30,000
30,000
30,000
30,000
9
Parent company
The immediate parent company is Red Peak Group LLC. The registered office is 251 Little Falls Drive, Wilmington, Delaware, 19808, United States of America.
The ultimate parent company is Hakuhodo DY Holdings Inc, a company incorporated in Japan with registered office, 5-3-1 Akasaka, Minato-Ku, Tokyo 107-6320. The smallest and largest group in which the results of the company are consolidated is that headed by Hakuhodo DY Holdings Inc. No other group financial statements include the results of the company. The relevant consolidated financial statements are available to the public and may be obtained on their website:
https://www.hakuhodody-holdings.co.jp/english/ir/library/ar/
.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was qualified.
In our opinion, because of the significance of the matter described in the basis for adverse opinion section of our report, the financial statements:
-
do not give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its profit for the year then ended;
-
have not been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have not been prepared in accordance with the requirements of the Companies Act 2006.
Basis for adverse opinion
The company has insufficient funds and support to meet its liabilities as they fall due in the 12 months following the date of approval of these financial statements. Taking this
into consideration, the company is no
longer
a going concern and given that the directors have prepared the accounts on the going concern basis, the audit report contains an adverse opinion. Both under FRS 102 and the Companies Act 2006, the financial statements should have been prepared on a basis other than going concern.
In addition to the above, there was a qualification in the prior year which still impacts the comparatives due to the company having investments of £85,669 and an intercompany loan receivable of £119,647, relating to RPMC Marketing do Brazil LTDA (a limited company in Brazil where the company owns 50% of the share capital). Based on the audit work undertaken in the prior year, we are of the opinion that the relevant investments and loan should have been written down to £nil given that RPMC Marketing do Brazil LTDA is a dormant company and is in the process of being struck off, with insufficient funds to repay the loan and net assets significantly below the value of the investments. The relevant investments and loan were written down to £nil during this year.
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.
RPMC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
10
Audit report information
(Continued)
- 8 -
The senior statutory auditor was Nikolaos Ioannidis.
The auditor was Shaw Gibbs (Audit) Limited.