Company Registration No. 12125017 (England and Wales)
MEMCO GROUP (UK) LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
PAGES FOR FILING WITH REGISTRAR
MEMCO GROUP (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
MEMCO GROUP (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2019
31 December 2019
Company Registration No. 12125017
- 1 -
2019
Notes
£
£
Fixed assets
Investments
4
500
Current assets
Debtors
7
10,774,236
Creditors: amounts falling due within one year
8
(679,822)
Net current assets
10,094,414
Total assets less current liabilities
10,094,914
Creditors: amounts falling due after more than one year
9
(1,016,222)
Net assets
9,078,692
Capital and reserves
Called up share capital
646
Other reserves
10,189,395
Profit and loss reserves
(1,111,349)
Total equity
9,078,692
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial period ended 31 December 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476
.
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 by the board of directors and authorised for issue on 24 December 2020 and are signed on its behalf by:
Mr O Mazin
Director
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 2 -
1
Accounting policies
Company information
Memco Group (UK) Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Third Floor, 95 The Promenade, Cheltenham, GL50 1HH.
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.
The company has taken advantage of the exemption under section
399
of the
Companies Act 2006 not to prepare consolidated accounts
, on the basis that the group of which this is the parent qualifies as a small group
. The financial statements present information about the company as an individual entity and not about its group
.
1.2
Going concern
The company is currently facing unprecedented uncertainty about the impact of the COVID-19 Pandemic,
together with the extent and duration of social distancing measures imposed by the UK Government. The
directors have foreseen the challenges in the coming months and considered carefully the potential impact
of these matters. In taking into account of available cash resources, and the extent of support provided by
The UK Government announced as of the date of signing this report the directors continue to adopt the
going concern basis of accounting in preparing the financial statements.
1.3
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
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.
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 3 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.5
Cash and cash equivalents
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.
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.
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.
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.
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 4 -
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2019
Number
Total
2
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 5 -
3
Intangible fixed assets
Goodwill
£
Cost
At 26 July 2019
-
Additions
960,021
At 31 December 2019
960,021
Amortisation and impairment
At 26 July 2019
-
Impairment losses
960,021
At 31 December 2019
960,021
Carrying amount
At 31 December 2019
-
4
Fixed asset investments
2019
£
Shares in group undertakings and participating interests
500
On 11 October 2019, a hive up agreement was signed with Memco (UK) Group Limited where entire net assets of Gama Holdings Group (BVI) Limited were transferred to Memco (UK) Group Limited. The shareholders of Memco (UK) Group Limited are the same as Gama Holdings Group (BVI) Limited.
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 26 July 2019
-
Additions
500
At 31 December 2019
500
Carrying amount
At 31 December 2019
500
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 6 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2019 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Gama One Ltd
England and Wales
Management and holding company
Ordinary
100.00
-
Gama Acre House LLP
England and Wales
Property investment and trading
Ordinary
0
50.00
Gama Norman House LLP
England and Wales
Property investment and trading
Ordinary
0
50.00
Gama Properties 7 Ltd
England and Wales
Property investment and trading
Ordinary
0
100.00
Gama Properties 8 Ltd
England and Wales
Non trading
Ordinary
0
100.00
Gama Properties 11 Limited
England and Wales
Property investment and trading
Ordinary
0
100.00
6
Joint ventures
Details of the company's associates at 31 December 2019 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Gamadel LLP
England and Wales
Management and holding company
Ordinary shares
0
50.00
Gamadel 101 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 102 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 103 Ltd
England and Wales
Property investment and trading
Ordinary shares
0
50.00
Gamadel 501 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 502 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 503 Ltd
England and Wales
Property investment and trading
Ordinary shares
0
50.00
Gamadel Avon House LLP
England and Wales
Dormant
Ordinary shares
0
50.00
Gamadel Browning LLP
England and Wales
Property investment and trading
Ordinary shares
0
50.00
Gamadel The Laureate LLP
England and Wales
Property investment and trading
Ordinary shares
0
50.00
7
Debtors
2019
Amounts falling due within one year:
£
Corporation tax recoverable
42,070
Amounts owed by group undertakings
34,185
Other debtors
772
77,027
2019
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
7
Debtors
(Continued)
- 7 -
Amounts falling due after more than one year:
£
Other debtors
10,697,209
Total debtors
10,774,236
8
Creditors: amounts falling due within one year
2019
£
Amounts owed to group undertakings
415,934
Other creditors
263,888
679,822
9
Creditors: amounts falling due after more than one year
2019
£
Other creditors
1,016,222
10
Other reserves
Other reserves represent capital contribution by the shareholders and is repayable at the company's discretion.
11
Related party transactions
As at the balance sheet date, the company owed £415,934 to Gama One Ltd.