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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2019 |
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VERBUS INTERNATIONAL LIMITED |
REGISTERED NUMBER:
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2019 |
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FOR |
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VERBUS INTERNATIONAL LIMITED |
VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 3 |
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VERBUS INTERNATIONAL LIMITED |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Chartered Certified Accountants |
9 Mansfield Street |
London |
W1G 9NY |
VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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BALANCE SHEET |
31 DECEMBER 2019 |
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2019 | 2018 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
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Tangible assets | 5 |
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Investments | 6 |
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CURRENT ASSETS |
Debtors | 7 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 8 |
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NET CURRENT ASSETS |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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PROVISIONS FOR LIABILITIES | 11 |
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NET ASSETS |
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CAPITAL AND RESERVES |
Called up share capital | 12 |
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Share premium |
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Retained earnings | ( |
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SHAREHOLDERS' FUNDS |
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In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
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The financial statements were approved by the Board of Directors and authorised for issue on
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VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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1. | STATUTORY INFORMATION |
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Verbus International Limited is a
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2. | ACCOUNTING POLICIES |
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BASIS OF PREPARING THE FINANCIAL STATEMENTS |
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GOING CONCERN |
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The company made a loss of £104,570 for the year and had shareholder funds of 923,117 at the end of the year. At the balance sheet date, the company was owed £12,812,699 (2018:£9,201,489) by two of its subsidiary undertakings. As explained in note 16 "Post Balance Sheet Events", both subsidiaries have subsequently gone into liquidation. |
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The company and its subsidiaries were reliant on the company's ultimate parent company, China International Marine Containers (Group)., Co Ltd ("CIMC") for financial support to continue as going concerns. This support was temporarily withdrawn during the early part of 2020 due to uncertainties as explained in note 16. |
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Over the course of the current year, CIMC's China operations have recovered due to the national introduction of prevention and control measures against COVID-19. |
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CIMC has confirmed its financial support to enable the company and its remaining subsidiary to continue in operational existence for the foreseeable future being at least 12 months from approval of these financial statements. |
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Based on the above, the directors feel it remains appropriate to prepare the financial statements on a going concern basis. |
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If the company were unable to continue in operational existence for the foreseeable future, adjustments would have to be made to reduce the balance sheet values of assets to their recoverable amounts and to provide for any additional liabilities that might arise. |
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PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS |
The financial statements contain information about Verbus International Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
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TURNOVER |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
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INTANGIBLE ASSETS |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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2. | ACCOUNTING POLICIES - continued |
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TANGIBLE FIXED ASSETS |
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Fixtures and fittings | - |
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INVESTMENTS IN SUBSIDIARIES |
Investments in subsidiaries are stated at cost less any provision for impairment. |
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TAXATION |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
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DEFERRED TAX |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
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PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS |
The company makes contributions to employees individual personal pension plans and contributions payable are charged to the profit and loss account in the period to which they relate. |
VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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2. | ACCOUNTING POLICIES - continued |
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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. |
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Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. |
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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. |
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Basic financial assets |
Basic financial assets, which include inter-group loans and other 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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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Basic financial liabilities, including trade and other 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 receipts discounted at a market rate of interest. |
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Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
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VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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2. | ACCOUNTING POLICIES - continued |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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. |
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Derecognition of financial liabilities |
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
At 1 January 2019 |
and 31 December 2019 |
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NET BOOK VALUE |
At 31 December 2019 |
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At 31 December 2018 |
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5. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
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COST |
At 1 January 2019 |
and 31 December 2019 |
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DEPRECIATION |
At 1 January 2019 |
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Charge for year |
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At 31 December 2019 |
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NET BOOK VALUE |
At 31 December 2019 |
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At 31 December 2018 |
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VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2019 |
and 31 December 2019 |
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NET BOOK VALUE |
At 31 December 2019 |
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At 31 December 2018 |
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7. | DEBTORS |
2019 | 2018 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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VAT |
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Prepayments and accrued income |
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Amounts falling due after more than one year: |
Other debtors |
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Aggregate amounts |
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8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2019 | 2018 |
£ | £ |
Bank loans and overdrafts (see note 9) |
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Trade creditors |
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Amounts owed to group undertakings |
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Taxation |
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Social security and other taxes |
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Other creditors |
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Accruals and deferred income |
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VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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9. | LOANS |
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An analysis of the maturity of loans is given below: |
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2019 | 2018 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank overdrafts |
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The above balance represents the company's borrowings under an accession agreement within the group's bank notional cash pooling facility. |
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10. | FINANCIAL INSTRUMENTS |
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There are no differences between the fair values of financial assets and liabilities and their carrying amounts as stated in the balance sheet. |
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11. | PROVISIONS FOR LIABILITIES |
2019 | 2018 |
£ | £ |
Deferred tax | 1,026 | 1,674 |
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Deferred |
tax |
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Balance at 1 January 2019 |
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Accelerated capital allowances |
Decelerated capital allowances | (648 | ) |
Balance at 31 December 2019 |
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12. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2019 | 2018 |
value: | £ | £ |
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"A" Ordinary | 1 | 887 | 887 |
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"B" Ordinary | 1 | 221 | 221 |
1,108 | 1,108 |
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13. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
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The Report of the Auditors was unqualified. |
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for and on behalf of
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VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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14. | RELATED PARTY DISCLOSURES |
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The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
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15. | POST BALANCE SHEET EVENTS |
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In March 2020, the World Health Organisation declared Coronavirus (COVID-19) a global pandemic. The rapid increase in infection within the UK forced the government to introduce measures to slow down the spread of the virus. These measures, introduced in late March, have hindered economic activity locally and globally. |
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The company is a subsidiary within a larger group of companies headed by China International Marine Containers (Group) Co, Limited ("CIMC") headquartered in China. The company and its subsidiaries have been heavily reliant on financial support from the group to continue as going concerns. |
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In the early part of 2020, CIMC's global business was affected by the uncertainties created by COVID-19 and the foreign trade policies announced by the United States of America.To contain the effects of these uncertainties, CIMC adopted a series of key measures which resulted in the company and its subsidiaries facing an short term uncertainty over the availability of financial support from the group. |
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During this period, the lockdown in the UK resulted in cancellation of a number of contracts and tenders, and being mindful of their obligations against contractual claims and other liabilities the directors sought insolvency advice. As a result, three of its subsidiaries (CIMC Developments Limited, CIMC MBS Limited and Verbus Systems Limited) were placed into creditors voluntary liquidation in the summer of 2020. |
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The group has managed to contain the effects of the pandemic and restructured the entire modular business with the company now under the CIMC Container Division which is the largest division within the CIMC Group. |
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To minimise the impact of COVID-19, the company took steps to rationalise its costs by reducing head count and terminating the company's lease obligations on its office. |
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CIMC is now better positioned and has re-confirmed its continued financial support to the company and its remaining subsidiary, Integrated Modular Solutions Limited, to enable them to continue as going concerns for a period of at least 12 months following the approval of these financial statements.With this support, the directors remain confident the company and its subsidiary will recover and grow the UK business. |
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The outbreak of COVID-19 is a non-adjusting event but as at 31 December 2019 the following balances within debtors are now irrecoverable: |
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Company | Amount due £ |
CIMC Developments Limited | 2,516,520 |
CIMC MBS Limited | 10,296,179 |
Total | 12,812,699 |
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As at 31 December 2020, fixed asset investments include a cost of £50,262 for the three subsidiaries mentioned above. Also within other debtors is a rent deposit of £20,366 which was utilised in settling the terms of the lease surrender. These will be written off in 2020. |
VERBUS INTERNATIONAL LIMITED (REGISTERED NUMBER: 06829020) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2019 |
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16. | CONTROLLING PARTY |
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The company is a member of a group. Consolidated accounts, for the smallest group, are prepared for it's intermediate holding company, CIMC MBS Hong Kong Limited. The registered address of CIMC MBS Hong Kong Limited is Unit 41, 15/F, Pacific Trade Centre, 2 Kai Hing Road, Kowloon, Hong Kong. The consolidated accounts are not available to the public. |
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The ultimate parent company is China International Marine Containers (Group) Co., Ltd which is incorporated in China. |
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During the period, there was no single person controlling the company. |