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Report of the Directors and |
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Financial Statements |
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for the Year Ended 31 December 2017 |
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for |
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Crown Bioscience UK Limited |
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REGISTERED NUMBER:
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Report of the Directors and |
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Financial Statements |
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for the Year Ended 31 December 2017 |
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for |
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Crown Bioscience UK Limited |
Crown Bioscience UK Limited (Registered number: 07109059) |
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Contents of the Financial Statements |
for the year ended 31 December 2017 |
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Page |
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Company Information | 1 |
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Report of the Directors | 2 |
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Report of the Independent Auditors | 3 |
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Income Statement | 5 |
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Other Comprehensive Income | 6 |
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Balance Sheet | 7 |
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Statement of Changes in Equity | 8 |
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Notes to the Financial Statements | 9 |
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Crown Bioscience UK Limited |
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Company Information |
for the year ended 31 December 2017 |
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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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Statutory Auditors and |
Chartered Accountants |
Cawley House |
149-155 Canal Street |
Nottingham |
Nottinghamshire |
NG1 7HR |
Crown Bioscience UK Limited (Registered number: 07109059) |
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Report of the Directors |
for the year ended 31 December 2017 |
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The directors present their report with the financial statements of the company for the year ended 31 December 2017. |
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DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2017 to the |
date of this report. |
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Other changes in directors holding office are as follows: |
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STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in |
accordance with applicable law and regulations. |
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Company law requires the directors to prepare financial statements for each financial year. Under that |
law the directors have elected to prepare the financial statements in accordance with United Kingdom |
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). |
Under company law the directors must not approve the financial statements unless they are satisfied that |
they give a true and fair view of the state of affairs of the company and of the profit or loss of the |
company for that period. In preparing these financial statements, the directors are required to: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business. |
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The directors are responsible for keeping adequate accounting records that are sufficient to show and |
explain the company's transactions and disclose with reasonable accuracy at any time the financial |
position of the company and enable them to ensure that the financial statements comply with the |
Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for |
taking reasonable steps for the prevention and detection of fraud and other irregularities. |
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STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the |
Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the |
steps that he ought to have taken as a director in order to make himself aware of any relevant audit |
information and to establish that the company's auditors are aware of that information. |
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AUDITORS |
Clayton & Brewill have indicated their willingness to be reappointed as auditors for another term and |
appropriate arrangements are being made for them to be deemed reappointed as auditors in the absence |
of an AGM. |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 |
relating to small companies. |
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ON BEHALF OF THE BOARD: |
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Report of the Independent Auditors to the Members of |
Crown Bioscience UK Limited |
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Opinion |
We have audited the financial statements of Crown Bioscience UK Limited (the 'company') for the year |
ended 31 December 2017 which comprise the Income Statement, Balance Sheet, Statement of Changes |
in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. |
The financial reporting framework that has been applied in their preparation is applicable law and United |
Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure |
Framework' (United Kingdom Generally Accepted Accounting Practice). |
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In our opinion the financial statements: |
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give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its loss
for the year then ended; |
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have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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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 Auditors' |
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. |
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Conclusions relating to going concern |
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require |
us to report to you where: |
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the directors' use of the going concern basis of accounting in the preparation of the financial
statements is not appropriate; or |
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the directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
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Other information |
The directors are responsible for the other information. The other information comprises the information |
in the Report of the Directors, but does not include the financial statements and our Report of the |
Auditors thereon. |
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Our opinion on the financial statements does not cover the other information and we do not express any |
form of assurance conclusion thereon. |
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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, |
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. |
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Opinion on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
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the information given in the Report of the Directors for the financial year for which the financial
statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Crown Bioscience UK Limited |
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Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the |
course of the audit, we have not identified material misstatements in the Report of the Directors. |
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We have nothing to report in respect of the following matters where the Companies Act 2006 requires us |
to report to you if, in our opinion: |
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adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
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the directors were not entitled to prepare the financial statements in accordance with the small
companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
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Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the |
preparation of financial statements that are free from material misstatement, whether due to fraud or |
error. |
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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. |
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Auditors' responsibilities for the audit of the financial statements |
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 a Report of the Auditors |
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. |
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A further description of our responsibilities for the audit of the financial statements is located on the |
Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms |
part of our Report of the Auditors. |
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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 a Report of the Auditors 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. |
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for and on behalf of
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Statutory Auditors and |
Chartered Accountants |
Cawley House |
149-155 Canal Street |
Nottingham |
Nottinghamshire |
NG1 7HR |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Income Statement |
for the year ended 31 December 2017 |
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2017 | 2016 |
Notes | £ | £ |
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TURNOVER |
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Cost of sales |
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GROSS PROFIT |
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Administrative expenses |
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(1,256,849 | ) | (147,493 | ) |
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Other operating income |
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OPERATING (LOSS)/PROFIT | ( |
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Interest receivable and similar income |
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(561,271 | ) | 387,143 |
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Interest payable and similar expenses | 4 |
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(LOSS)/PROFIT BEFORE TAXATION | 5 | ( |
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Tax on (loss)/profit | 6 | ( |
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(LOSS)/PROFIT FOR THE
FINANCIAL YEAR |
( |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Other Comprehensive Income |
for the year ended 31 December 2017 |
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2017 | 2016 |
Notes | £ | £ |
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(LOSS)/PROFIT FOR THE YEAR | ( |
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OTHER COMPREHENSIVE INCOME |
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX |
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TOTAL COMPREHENSIVE INCOME
FOR THE YEAR |
( |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Balance Sheet |
31 December 2017 |
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2017 | 2016 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 7 |
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Tangible assets | 8 |
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CURRENT ASSETS |
Debtors | 9 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 10 |
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NET CURRENT ASSETS |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CAPITAL AND RESERVES |
Called up share capital | 14 |
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Share premium |
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Capital contribution reserves |
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Retained earnings | ( |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the Board of Directors on
signed on its behalf by: |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Statement of Changes in Equity |
for the year ended 31 December 2017 |
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Called up | Capital |
share | Retained | Share | contribution | Total |
capital | earnings | premium | reserves | equity |
£ | £ | £ | £ | £ |
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Balance at 1 January 2016 |
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( |
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Changes in equity |
Total comprehensive income | - |
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Balance at 31 December 2016 |
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( |
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Changes in equity |
Total comprehensive income | - | ( |
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Balance at 31 December 2017 |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Notes to the Financial Statements |
for the year ended 31 December 2017 |
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1. | STATUTORY INFORMATION |
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Crown Bioscience UK Limited is a
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Wales. The company's registered number and registered office address can be found on the |
Company Information page. |
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2. | ACCOUNTING POLICIES |
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Basis of preparation |
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The company has taken advantage of the following disclosure exemptions in preparing these |
financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
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• | the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment; |
• |
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m),
B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; |
• |
the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and
Discontinued Operations; |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
• |
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present
comparative information in respect of: |
- | paragraph 79(a)(iv) of IAS 1; |
- | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
- | paragraph 118(e) of IAS 38 Intangible Assets; |
- | paragraphs 76 and 79(d) of IAS 40 Investment Property; and |
- | paragraph 50 of IAS 41 Agriculture; |
• |
the requirements of paragraphs 10(d), 10)(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D
and 111 of IAS 1 Presentation of Financial Statements; |
• | the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements; |
• | the requirements of IAS 7 Statement of Cash Flows; |
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the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
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the requirements in IAS 24 Related Party Disclosures to disclose related party transactions
entered into between two or more members of a group; |
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the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments
of Assets. |
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Turnover |
Turnover represents net invoiced sales of goods, excluding value added tax, except in respect of |
service contracts, where turnover is recognised following the completion of 5 fixed stages during |
each project. This is a change from previous years, where turnover was recognised equally over |
the length of each project. The effect of this change on prior year accounts is not material, and the |
directors believe that this change further ensures that the financial statements give a true and fair |
view. This policy is now also in line with the turnover policy of the parent company. |
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Intangible fixed assets |
Amortisation is being provided on a straight line basis over 5 years as this is considered to be the |
period over which a benefit will be derived from the intangible assets. |
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Tangible fixed assets |
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Improvements to property | - |
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Plant and machinery | - |
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Fixtures and fittings | - |
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Computer equipment | - |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2017 |
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2. | ACCOUNTING POLICIES - continued |
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Taxation |
Current taxes are based on the results shown in the financial statements and are calculated |
according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet |
date. |
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Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
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Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange |
ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at |
the rate of exchange ruling at the date of transaction. Exchange differences are taken into account |
in arriving at the operating result. |
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Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance |
sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. |
Those held under finance leases are depreciated over their estimated useful lives or the lease |
term, whichever is the shorter. |
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The interest element of these obligations is charged to profit or loss over the relevant period. The |
capital element of the future payments is treated as a liability. |
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Employee benefit costs |
The company operates a defined contribution pension scheme. Contributions payable to the |
company's pension scheme are charged to the income statement in the period to which they |
relate. |
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Going concern |
Crown Bioscience UK Limited is dependant on the financial and operational support of Crown |
Bioscience Inc the Parent company. There is no reason to believe that this will not continue for the |
foreseeable future and therefore, the financial statements have been prepared on the going |
concern basis. |
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3. | EMPLOYEES AND DIRECTORS |
2017 | 2016 |
£ | £ |
Wages and salaries | 1,657,559 | 1,349,324 |
Social security costs |
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Other pension costs |
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The average number of employees during the year was as follows: |
2017 | 2016 |
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Employees | 36 | 28 |
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2017 | 2016 |
£ | £ |
Directors' remuneration |
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Directors' pension contributions to money purchase schemes |
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The number of directors to whom retirement benefits were accruing was as follows: |
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Money purchase schemes |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2017 |
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4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2017 | 2016 |
£ | £ |
Bank interest |
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Hire purchase |
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5. | (LOSS)/PROFIT BEFORE TAXATION |
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The loss before taxation (2016 - profit before taxation) is stated after charging: |
2017 | 2016 |
£ | £ |
Cost of inventories recognised as expense |
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Depreciation - owned assets |
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Depreciation - assets on hire purchase contracts |
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Patents and licences amortisation | 21,214 | 17,079 |
Cell lines amortisation |
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Auditors' remuneration |
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Auditors' remuneration for non audit work |
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6. | TAXATION |
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Analysis of tax income |
2017 | 2016 |
£ | £ |
Current tax: |
Tax | ( |
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Total tax income in income statement | ( |
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Tax effects relating to effects of other comprehensive income |
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There were no tax effects for the year ended 31 December 2017. |
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2016 |
Gross | Tax | Net |
£ | £ | £ |
Capital Contribution Reserve |
Crown Bioscience UK Limited (Registered number: 07109059) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2017 |
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7. | INTANGIBLE FIXED ASSETS |
Patents | Intellectual |
and | property | Cell |
licences | rights | lines | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2017 |
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Additions |
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At 31 December 2017 |
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AMORTISATION |
At 1 January 2017 |
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Amortisation for year |
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At 31 December 2017 |
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NET BOOK VALUE |
At 31 December 2017 |
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At 31 December 2016 |
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8. | TANGIBLE FIXED ASSETS |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2017 |
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Additions |
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Disposals |
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( |
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( |
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At 31 December 2017 |
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DEPRECIATION |
At 1 January 2017 |
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Charge for year |
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Eliminated on disposal |
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( |
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( |
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At 31 December 2017 |
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NET BOOK VALUE |
At 31 December 2017 |
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At 31 December 2016 |
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The net book value of tangible fixed assets includes £NIL (2016 - £ 24,417 ) in respect of assets |
held under hire purchase contracts. |
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9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2017 | 2016 |
£ | £ |
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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Crown Bioscience UK Limited (Registered number: 07109059) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2017 |
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10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2017 | 2016 |
£ | £ |
Hire purchase contracts (see note 11) |
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Trade creditors |
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Amounts owed to group undertakings |
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Amounts owed to related party interests | 269,890 | 164,658 |
VAT | 1,770 | - |
Other creditors |
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Deferred income |
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Accrued expenses |
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11. | FINANCIAL LIABILITIES - BORROWINGS |
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2017 | 2016 |
£ | £ |
Current: |
Hire purchase (see note 12) |
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12. | LEASING AGREEMENTS |
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Minimum lease payments fall due as follows: |
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Hire purchase contracts |
2017 | 2016 |
£ | £ |
Net obligations repayable: |
Within one year |
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Non-cancellable |
operating leases |
2017 | 2016 |
£ | £ |
Between one and five years |
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13. | SECURED DEBTS |
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The following secured debts are included within creditors: |
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2017 | 2016 |
£ | £ |
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Clydesdale Bank Plc has a fixed and floating charge over all the company's property and assets |
present and future. |
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14. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2017 | 2016 |
value: | £ | £ |
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Ordinary | £0.01 | 299 | 299 |
Crown Bioscience UK Limited (Registered number: 07109059) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2017 |
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15. | PENSION COMMITMENTS |
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The company operates a defined contribution scheme and contributions are charged in the profit |
and loss account as they accrue. The charge for the year was £117,270 (2016 - £100,960). |
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16. | ULTIMATE CONTROLLING PARTY |
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The controlling party is Crown Bioscience Inc. |
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The ultimate controlling party is Crown Bioscience International. |
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In May 2018, Crown Bioscience International was acquired by JSR Corporation (incorporated in |
Japan). |