The directors present their report and the audited financial statements for the year ended 31 December 2020. 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. The directors are unable to recommend the payment of a dividend (2019: nil). The balance sheet shows net assets of £ 4,125,000 (2019: £4,125,000).
In carrying out their duties in respect of going concern, the directors have carried out a review of the Company's financial position and cash flow forecast for a period of 12 months from the date of approval of these financial statements.
The forecasts have been based on a comprehensive review of revenue , expenditure and cash flows, taking into account specific business risks and the uncertainties brought about by the current economic environment.
To ensure the continuation of the Company the directors regularly review the cash flows of the Company and Group both in the short and medium term, have a thorough approach to managing the working capital and hold regular reviews with each operating unit in the country of operation, which includes an assessment of any bad debt risk or inventory obsolescence concerns. This is supported by regular monitoring of key performance indicators.
The Group’s and the Company’s ability to continue as a going concern depends on the principal trading
subsidiary 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.
Post balance sheet, the global economy has continued to be affected by the Coronavirus pandemic. This has had an impact on manufacturing and supply of products, and customer demand. At the time of approving the financial statements the full impact of the Corona virus pandemic on the UK and Global economy is uncertain and the effect, both immediate and long term, this may have on the company, its customers and suppliers is unknown.
The Directors continue to monitor the situation and the effect this has on liquidity and solvency and to consider mitigation of the negative impact of the pandemic through use of Government financial support packages.
The Company is now wholly owned by Delta International Holding Limited who provide financial resource to the Company and the group through favourable trading arrangements and extended payment terms. The directors report to the larger group and have a reasonable expectation that the group will continue to support Digital Projection International Limited and its subsidiaries such that they can continue to meet their financial obligations as they fall due. Accordingly the Directors have presented 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
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 the recoverability of group debtors in order to satisfy the its liabilities. The Digital Projection International Limited group continues to meet its financial obligations as they fall due, and the group 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.
The Company’s ability to continue as a going concern depends on extended payment terms with Group entitities being made available to the group . 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
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 Projection 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.
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.
In carrying out their duties in respect of going concern, the directors have carried out a review of the Company's financial position and cash flow forecast for a period of 12 months from the date of approval of these financial statements.
The forecasts have been based on a comprehensive review of revenue, expenditure and cash flows, taking into account specific business risks and the uncertainties brought about by the current economic environment.
To ensure the continuation of the Company the directors regularly review the cash flows of the Company and Group both in the short and medium term, have a thorough approach to managing the working capital and hold regular reviews with each operating unit in the country of operation, which includes an assessment of any bad debt risk or inventory obsolescence concerns. This is supported by regular monitoring of key performance indicators.
The Group’s and the Company’s ability to continue as a going concern depends on the principal trading
subsidiary 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.
Post balance sheet, the global economy has been affected by the Coronavirus pandemic. This has had an
impact on manufacturing and supply of products, and customer demand. At the time of approving the financial statements the full impact of the Corona virus pandemic on the UK and Global economy is uncertain and the effect, both immediate and long term, this may have on the company, its customers and suppliers is unknown.
The Directors continue to monitor the situation and the effect this has on liquidity and solvency and to consider mitigation of the negative impact of the pandemic through use of Government financial support packages.
The Company is now wholly owned by Delta International Holding Limited who provide financial resource to the Company and the group through favourable trading arrangements and extended payment terms. The directors report to the larger group and have a reasonable expectation that the group will continue to support Digital Projection International Limited and its subsidiaries such that they can continue to meet their financial obligations as they fall due. Accordingly the Directors have presented the financial statements on a going concern basis.
(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 (2018: none). The directors did not receive any remuneration from the company (2018: same).
Auditors' remuneration for the current year has been borne by the subsidiary company, Digital Projection Ltd, and has not been recharged (2019: nil). There are no non-audit fees payable to the auditors (2019: nil).
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.
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 shareholde
Deferred tax is not recognised in respect of tax losses of £2,392,000 (2019: 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 2019.
The other reserves balance of £ 2,073,000 arose through the waiver of balances due to group undertakings.
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 Delta International Holding Limited , following its purchase of shares from 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.