The directors present their report and the audited financial statements for the year ended 31 December 2018. The directors’ report has been prepared in accordance with the special provisions of part 15 of the Companies Act 2006 relating to small companies. The company is exempt from preparing a strategic report.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company has not traded during the year and made neither a profit nor a loss. The directors are unable to recommend the payment of a dividend (2017: same). The balance sheet shows net current assets of £2,229,000 (2017: £2,229,000).
The Company’s ability to continue as a going concern depends on Digital Projection Limited (“DPL”) being able to respond to market trends and to capture new business opportunities arising in the projection market. The business continues to evolve in response to customers’ needs, in particular applying products and technologies across the different customer base with value added solutions. Nevertheless, the Company continues to meet its financial obligations as they fall due, and the directors have a reasonable expectation that the extended payment terms necessary to continue to trade with related parties, and meet its obligations as they fall due, will continue for the foreseeable future. Accordingly they have prepared the financial statements on a going concern basis
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
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 relating to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1 the summary of significant accounting policies concerning the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern depends on extended payment terms with related parties being made available . These conditions, along with the other matters explained in the summary of significant accounting policies, indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The Company financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.
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 our audit :
the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements ; and
the directors' report has been prepared in accordance with applicable legal requirements.
As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.
Use of our 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.
Digital Protection Holdings Limited (‘the Company’) is a private Company limited by shares and is incorporated and domiciled in the United Kingdom. The address of its registered office is Greenside Way, Middleton, Manchester, M24 1XX. Registered number of the company is 03287264.
The principal activity of the company is that of an intermediate holding company whose subsidiaries continue to carry out research, design, manufacture and sale of electronic video projectors based upon DLP™ technology jointly developed with Texas Instruments. The group’s sales are made world-wide, with the largest volume being in the USA through its subsidiary Digital Projection Inc.
These financial statements are prepared on a going concern basis, under the historical cost convention, and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom.
FRS 102 allows a qualifying entity certain disclosure exemptions, if certain conditions, have been complied with, including notification of and no objection to, the use of exemptions by the Company’s shareholders. A qualifying entity is defined as a member of a Group that prepares publicly available financial statements, which give a true and fair view, in which that member is consolidated.
As a qualifying entity, the Company has taken advantage of the following exemptions in its standalone financial statements:
i) from the requirement to prepare a statement of cash flows as required by paragraph 3.17(d) of FRS 102;
ii) from the requirement to present certain financial instrument disclosures, as required by sections 11 and 12 of FRS 102;
iii)from the requirement to present a reconciliation of the number of shares outstanding at the beginning and end of the period as required by paragraph 4.12(a)(iv) of FRS 102; and
iv)from the requirement to disclose the key management personnel compensation in total as r equired by paragraph 33.7 of FRS 102.
The Company’s ability to continue as a going concern depends on Digital Projection Limited (“DPL”) being able to respond to market trends and to capture new business opportunities arising in the projection market. The business continues to evolve in response to customers’ needs, in particular applying products and technologies across the different customer base with value added solutions. Nevertheless, the Company continues to meet its financial obligations as they fall due, and the directors have a reasonable expectation that the extended payment terms necessary to continue to trade with related parties, and meet its obligations as they fall due, will continue for the foreseeable future. Accordingly they have prepared the financial statements on a going concern basis
The company has not traded during the year or the preceding financial period . During this time the company received no income and incurred no expenditure and therefore no Profit and loss account is presented in these financial statements.
(ii) Financial liabilities
Basic financial liabilities, including trade and other trade payables and loans from fellow Group companies 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 receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
The Company does not hold or issue derivatives financial instruments.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is an 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 to liability simultaneously.
Other than the directors, the company did not have any employees during the year (2017: none). The directors did not receive any remuneration from the company (2017: same).
Auditors' remuneration for the current year has been borne by the subsidiary company, Digital Projection Ltd, and has not been recharged (2017: same). There are no non-audit fees payable to the auditors (2017: same).
The investment in subsidiaries’ shares amounts to £102 and represents 100% of the issued ordinary share capital of Digital Projection Limited, a company registered in England and Wales. The principal activity of Digital Projection Limited is the design, manufacture and sale of electronic projectors. Its registered office is Greenside Way, Middleton, Manchester, M24 1XX.
The company also owns, through Digital Projection Limited, 100% of the issued ordinary share capital of Digital Projection Inc., a company registered in the United States of America whose principal activity is the sale of electronic video projectors. Its registered office is 55 Chastain Road, Suite 115, Kennesaw, Georgia, GA 30144, USA
Advantage has been taken of the exemption not to produce consolidated financial statements as the company is a wholly owned subsidiary of Digital Projection International Limited, which itself produces consolidated financial statements.
Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
The holder of the 9% cumulative B preference shares has waived the right to receive dividends
Deferred tax is not recognised in respect of tax losses of £2,392,000 (2017: same) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.
The amount of trading tax losses has been agreed with HM Revenue & Customs up to the year ended 31 December 2017.
The 9% cumulative preference shares are presented as a liability and accordingly are excluded from equity share capital in the balance sheet. The B preference shareholders have a right to receive dividends at 9% of the nominal value of the shares, and also have a priority in any distribution on winding up. Otherwise the shares rank pari passu in all other respects. The current and prior year dividends have been waived by the preference shareholder.
As a subsidiary undertaking of Digital Projection International Limited, the company has taken advantage of the exemption in not disclosing transactions with other wholly-owned companies within the group.
There were no other related party transactions.
The immediate parent company is Digital Projection International Limited.
In the opinion of the directors, the company’s ultimate parent company and controlling party is Luxeon International Holding Limited, a company incorporated in British Virgin Islands. The parent undertaking of the largest and smallest group, which includes the company for which group financial statements are prepared is Digital Projection International Limited. Copies of the group financial statements of Digital Projection International Limited are available from Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.