SHROPSHIRE CHAMBER LIMITED

Transcription

1 Registered number: SHROPSHIRE CHAMBER LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS

2 COMPANY INFORMATION Directors I Davies P Guy N Howarth S D MacVicker D Peden H J Wakefield D Williams K Winter Company secretary A E Fisher Registered number Registered office Trevithick House Stafford Park 4 Telford TF3 3BA Independent auditors Whittingham Riddell LLP Chartered Accountants & Statutory Auditors Belmont House Shrewsbury Business Park Shrewsbury Shropshire SY2 6LG

3 CONTENTS Page Directors' report 1-3 Independent auditors' report 4-5 Consolidated income and expenditure account 6 Consolidated statement of total recognised gains and losses 7 Consolidated balance sheet 8 Company balance sheet 9 Notes to the financial statements 10-20

4 DIRECTORS' REPORT The directors present their report and the financial statements for the year ended 31 March Directors' responsibilities statement The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgments and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. 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 the group and enable them to ensure that the financial statements comply with the Companies Act They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Directors The directors who served during the year were: I Davies K Winter H J Wakefield D Williams P Guy N Howarth S D MacVicker D Peden Disabled employees In its staff practices the group gives full and fair consideration to people with disabilities, having due regard to their aptitudes and abilities, and arranging training as necessary. Where an employee becomes disabled, arrangements are made for any training that may be necessary for their continued employment. Page 1

5 Disclosure of information to auditors DIRECTORS' REPORT Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: Auditors so far as that director is aware, there is no relevant audit information of which the company and the group's auditors are unaware, and that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditors are aware of that information. The auditors, Whittingham Riddell LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act Corporate governance The company aims to comply with Financial Aspects of Corporate Governance that are relevant and appropriate to the company. The board has a formal schedule of matters specifically referred to for decision, to ensure that the directors and control of the company is firmly its responsibility. There is an agreed procedure for the directors in the furtherance of their duties to take independent professional advice if necessary at the company's expense. Non-executive directors are elected through a formal process and their appointment is a matter for the board as a whole. Shropshire Chamber Limited and its subsidiary operating companies, Shropshire Chamber of Commerce and Enterprise Ltd and The Academy (Shropshire) Ltd, hold regular board meetings with the board of Shropshire Chamber of Commerce and Enterprise Ltd focusing on operational matters. The Boards are supported by three Corporate Governance Committees with clearly defined terms of reference. They are chaired by and consist of non-executive directors. The Strategy Committee is responsible for strategy, direction and personnel issues. It consists of the President and co-opted board members. The Audit Committee is responsible for overseeing all Corporate Governance matters. The Finance, Performance and Remuneration Committee is responsible for the monitoring of the financial performance of the Chamber and deals with remuneration, asset and property matters. Page 2

6 DIRECTORS' REPORT The boards are also supported by three other focus committees with responsibility for specific chamber activities. They are chaired by and consist of non-executive directors and attended by the executive staff, and are as follows: Membership and Marketing Policy and Representation International Trade Internal control The directors are responsible for the company's system of internal financial control. Although no system of internal financial control can provide absolute assurance against material misstatement or loss, the company's system is designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The key features of the system which have been established are as follows: 1. The communication of the culture and values of the company through specific policies covering quality, integrity and ethics of staff; 2. A defined organisational structure with clearly defined responsibilities and accountabilities; 3. In conjunction with the business plan, the comprehensive annual budget and forecasts identify the financial risks inherent in the business. These plans are approved by the Board prior to adoption; 4. Key procedures and controls are set out in administration manuals. Computer hardware and software procedures have been established to ensure both physical and computerised controls exist; 5. A monthly financial report incorporating performance analysis and management accounts allows consideration by the Board of actual results comparing to budget and forecast; 6. Capital investment and authorisation policies and procedures are approved by the Board; and The Board has reviewed the effectiveness of the system of internal financial control. It has considered the major business and financial risks, the control environment, information on and arising from control procedures and results of the internal audit work. Statement of accountability The company has a statement of accountability, which is based on the principles of openness, integrity and accountability. This report was approved by the board on 28 September 2015 and signed on its behalf. A E Fisher Secretary Page 3

7 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHROPSHIRE CHAMBER LIMITED We have audited the financial statements of Shropshire Chamber Limited for the year ended 31 March 2015, set out on pages 6 to 20. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities). 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 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 Auditors' 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. Respective responsibilities of directors and auditors As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors' report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2015 and of the group's profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and have been prepared in accordance with the requirements of the Companies Act Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements. Page 4

8 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHROPSHIRE CHAMBER LIMITED Matters on which we are required to report by exception 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: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company 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 the directors were not entitled to prepare the financial statements in accordance with the small companies regime and to take advantage of the small companies' exemption from the requirement to prepare a Group strategic report or in preparing the Directors' report. Andrew Malpass BA FCA (Senior statutory auditor) for and on behalf of Whittingham Riddell LLP Chartered Accountants Statutory Auditors Belmont House Shrewsbury Business Park Shrewsbury Shropshire SY2 6LG N.B. The date of signing should be entered in 'ACCOUNTS COMPLETION' section Date: Page 5

9 CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT As restated Note TURNOVER 1 956, ,034 Cost of sales (427,994) (460,524) GROSS SURPLUS 528, ,510 Administrative expenses (502,115) (504,750) OPERATING PROFIT 2 25,932 13,760 EXCEPTIONAL ITEMS Other exceptional items 3 17,275 33,045 PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST 43,207 46,805 Income from other fixed asset investments 23,629 22,586 (Loss)/profit on disposal of investments (9,503) 11,861 Interest receivable and similar income Investment charges (12,305) (11,447) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 45,156 69,893 Tax on profit on ordinary activities 4 - (53,076) PROFIT FOR THE FINANCIAL YEAR 10 45,156 16,817 The notes on pages 10 to 20 form part of these financial statements. Page 6

10 CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES As restated Note PROFIT FOR THE FINANCIAL YEAR 45,156 16,817 TOTAL RECOGNISED GAINS AND LOSSES RELATING TO THE YEAR 45,156 16,817 Prior year adjustment 11 33,045 TOTAL GAINS AND LOSSES RECOGNISED SINCE LAST FINANCIAL STATEMENTS 78,201 The notes on pages 10 to 20 form part of these financial statements. Page 7

11 REGISTERED NUMBER: CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2015 FIXED ASSETS As restated Note Tangible assets 5 781, ,846 Investments 6 985, ,265 CURRENT ASSETS 1,767,091 1,796,111 Debtors 7 249, ,737 Cash at bank and in hand 405, , , ,532 CREDITORS: amounts falling due within one year 8 (519,325) (513,242) NET CURRENT ASSETS 135,466 61,290 TOTAL ASSETS LESS CURRENT LIABILITIES 1,902,557 1,857,401 CAPITAL AND RESERVES Revaluation reserve , ,000 Income and expenditure account 10 1,552,557 1,507, ,902,557 1,857,401 The financial statements have been prepared in accordance with the provisions applicable to small companies within Part 15 of the Companies Act 2006 and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 September K Winter Director The notes on pages 10 to 20 form part of these financial statements. Page 8

12 REGISTERED NUMBER: COMPANY BALANCE SHEET AS AT 31 MARCH 2015 FIXED ASSETS Note Tangible assets 5 757, ,627 Investments 6 985, ,365 CURRENT ASSETS 1,743,393 1,756,992 Debtors 7 17,176 12,512 Cash at bank ,568 13,099 CREDITORS: amounts falling due within one year 8 (335,455) (302,985) NET CURRENT LIABILITIES (317,887) (289,886) TOTAL ASSETS LESS CURRENT LIABILITIES 1,425,506 1,467,106 CAPITAL AND RESERVES Revaluation reserve , ,000 Income and expenditure account 10 1,075,506 1,117, ,425,506 1,467,106 The financial statements have been prepared in accordance with the provisions applicable to small companies within Part 15 of the Companies Act 2006 and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 September K Winter Director The notes on pages 10 to 20 form part of these financial statements. Page 9

13 NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES 1.1 Basis of preparation of financial statements The financial statements have been prepared under the historical cost convention as modified by the revaluation of the leasehold property and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008). 1.2 Cash flow The financial statements do not include a Consolidated cash flow statement because the company, as a small reporting entity, is exempt from the requirement to prepare such a statement under the Financial Reporting Standard for Smaller Entities (effective April 2008). 1.3 Basis of consolidation The financial statements consolidate the accounts of Shropshire Chamber Limited and all of its subsidiary undertakings ('subsidiaries'). The company has taken advantage of the exemption contained within 408 of the Companies Act 2006 not to present its own profit and loss account. 1.4 Turnover Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. 1.5 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following bases: Property improvements - Over 10 years L/Term Leasehold Property - Not provided Plant & Machinery - 20% - 67% straight line Fixtures & Fittings - 20% straight line Office Equipment - 20% straight line Computer Equipment - 33% straight line Property is revalued and the aggregate surplus or deficit is transferred to the revaluation reserve. Depreciation is not provided in respect of the property as it is considered to be one of the many factors reflected in the valuation and the amount which would otherwise be shown cannot be separately identified or quantified. Page 10

14 NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES (continued) 1.6 Investments (i) (ii) Subsidiary undertakings Investments in subsidiaries are valued at cost less provision for impairment. Other investments Investments held as fixed assets are shown at cost less provision for impairment. 1.7 Operating leases Rentals under operating leases are charged to the Profit and loss account on a straight line basis over the lease term. 1.8 Deferred taxation Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets in the financial statements. A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted. 1.9 Pensions The company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year. Page 11

15 NOTES TO THE FINANCIAL STATEMENTS 2. OPERATING PROFIT The operating surplus is stated after charging: Depreciation of tangible fixed assets: - owned by the group 36,795 36,305 Auditors' remuneration 6,370 7,700 Pension costs 25,287 24,806 During the year, no director received any emoluments ( NIL). Auditors fees for the company were 1,550 (2014-1,500) 3. EXCEPTIONAL ITEMS Share of LLP surplus 17,275 33,045 During the year, the Board were made aware that West Midlands Trade and Industry LLP, of whom Shropshire Chamber of Commerce & Enterprise Limited is a member, had recognised a historic surplus. This surplus is to be shared between the member companies who would, in turn, account for the corporation tax on their share as appropriate. The exceptional item above reflects the prior year adjustment of 33,045, which includes the surplus from 2006 to 2014, as well as 17,275 relating to the year ended 31 March TAXATION Adjustments in respect of prior periods - 53,076 Tax on profit on ordinary activities - 53,076 There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 20% ( %). There were no factors that may affect future tax charges. Page 12

16 NOTES TO THE FINANCIAL STATEMENTS 5. TANGIBLE FIXED ASSETS L/Term Leasehold Property Plant & Machinery Total Group Cost or valuation At 1 April , ,113 1,008,944 Additions - 8,415 8,415 At 31 March , ,528 1,017,359 Depreciation At 1 April , , ,098 Charge for the year 12,959 23,836 36,795 At 31 March , , ,893 Net book value At 31 March ,668 23, ,466 At 31 March ,627 39, ,846 Cost or valuation at 31 March 2015 is as follows: Land and buildings Group At cost 476,831 At valuation: At interim valuation as undertaken on 18 July , ,831 If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows: Group Cost 476, ,831 Accumulated depreciation (66,454) (53,494) Net book value 410, ,337 An external valuation took place on 18 July 2014 by Barbers Chartered Surveyors where the property was valued on an open market existing use basis. The valuation provided was 690,000 compared to 687,000 at the previous valuation. The directors have decided not to adjust for this difference since it was not considered material. Page 13

17 NOTES TO THE FINANCIAL STATEMENTS 5 TANGIBLE FIXED ASSETS (continued) L/Term Leasehold Property Company Cost or valuation At 1 April 2014 and 31 March ,120 Depreciation At 1 April ,493 Charge for the year 12,959 At 31 March ,452 Net book value At 31 March ,668 At 31 March ,627 Cost or valuation at 31 March 2015 is as follows: Land and buildings Company At cost 474,120 At interim valuation as undertaken on 18 July , ,120 If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows: Company Cost 476, ,120 Accumulated depreciation (66,454) (53,494) Net book value 410, ,626 Page 14

18 NOTES TO THE FINANCIAL STATEMENTS 6. FIXED ASSET INVESTMENTS Listed Investments Group Cost or valuation At 1 April ,265 Additions 124,110 Disposals (124,750) At 31 March ,625 Net book value At 31 March ,625 At 31 March ,265 Listed investments The market value of the listed investments at 31 March 2015 was 1,327,076 (2014-1,197,323). Investments in Subsidiary Companies Listed Investments Total Company Cost or valuation At 1 April , ,365 Additions - 124, ,110 Disposals - (124,750) (124,750) At 31 March , ,725 Net book value At 31 March , ,725 At 31 March , ,365 Listed investments The market value of the listed investments at 31 March 2015 was 1,327,076 (2014-1,197,323). Details of the principal subsidiaries can be found under note number 16. Page 15

19 NOTES TO THE FINANCIAL STATEMENTS 7. DEBTORS Group Company As restated As restated Trade debtors 115, ,748 12,000 12,001 Other debtors 134,010 99,989 5, , ,737 17,176 12, CREDITORS: Amounts falling due within one year Group Company Trade creditors 64,786 54,906 10,561 - Amounts owed to group undertakings , ,914 Corporation tax 2,821 55,821 2,821 55,821 Other taxation and social security 41,833 30, Other creditors 409, ,260 11,297 12, , , , , COMPANY STATUS The company is a private company limited by guarantee and consequently does not have share capital. Each of the members is liable to contribute an amount not exceeding 1 towards the assets of the company in the event of liquidation. Page 16

20 NOTES TO THE FINANCIAL STATEMENTS 10. RESERVES Revaluation Profit and reserve loss account Group At 1 April 2014 (as previously stated) 350,000 1,474,356 Prior year adjustment (note 11) 33,045 At 1 April 2014 (as restated) 1,507,401 Profit for the financial year - 45,156 At 31 March ,000 1,552,557 Revaluation Profit and reserve loss account Company At 1 April ,000 1,117,106 Loss for the financial year - (41,600) At 31 March ,000 1,075, PRIOR YEAR ADJUSTMENT As set out in note 3, Exceptional Items, the prior year adjustment relates to the historic surplus to be distributed between LLP member companies. Page 17

21 NOTES TO THE FINANCIAL STATEMENTS 12. RECONCILIATION OF MOVEMENT IN MEMBERS' FUNDS Group Opening members' funds 1,824,356 1,840,584 Prior year adjustments (note 11) 33,045 Opening members' funds (as restated) 1,857,401 Profit for the financial year 45,156 16,817 Closing members' funds 1,902,557 1,857, Company Opening members' funds 1,467,106 1,486,424 Loss for the financial year (41,600) (19,318) Closing members' funds 1,425,506 1,467, PENSION COMMITMENTS The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to 25,287 ( ,806). Contributions totalling 3,807 (2014-3,763) were payable to the scheme at the end of the period and are included in creditors. 14. OPERATING LEASE COMMITMENTS At 31 March 2015 the group had annual commitments under non-cancellable operating leases as follows: Land and buildings Other Group Expiry date: Within 1 year Between 2 and 5 years 8,000 8,000 5,637 5,887 Page 18

22 NOTES TO THE FINANCIAL STATEMENTS 15. RELATED PARTY TRANSACTIONS The company takes advantage of the exemption under FRS8 not to disclose transactions made with its fellow group companies. During the year the following transactions took place with other related parties. All transactions were in the ordinary course of business. The company received income of 4,000 (2014: 4,020) and incurred costs of 5,000 (2014: 4,147) from Shropshire Newspapers Limited, a company of which P. Guy is a director. At the year end there were no monies due to or from Shropshire Newspapers Limited. The company received income of 180 (2014: 823) and incurred costs of nil (2014: nil) to Tranter Lowe D&W LLP of which I. Davies is a member. At the year end there was 24 (2014: 24) due to Tranter Lowe D&W LLP. The company received income of 4,430 (2014: 5,048) and incurred costs of 7,284 (2014: 7,638) to John Henshall Limited, a company of which D. Williams is a shareholder. At the year end there was Nil (2014: 1,786) due to John Henshall Limited. At year end there was 1,447 (2014: Nil) due from John Henshall Limited. The company received income of 180 (2014: 200) and incurred costs of 270 (2014: 516) from Oldbury Associates Limited, a company in which D Peden is a director. At the year end there were no monies due to or from Oldbury Associates Limited. The company received income of 1,154 (2014: 498) from Bridgnorth Aluminium Limited, a company in which S MacVicker and D Peden are directors. At the year end Nil (2014: 120) was due from Bridgnorth Aluminium Limited. The company received income of 412 (2014: 599) from Walford & North Shropshire College, a company in which H. Wakefield was employed during the year. The company incurred costs of Nil (2014: 120) during the year. At the year end there was 479 due from Walford & North Shropshire College (2014: 13). The company received income of 169 (2014: Nil) from Adcote School in which H.Wakefield is employed. At year end there was an amount of 10 (2014: Nil) due from Adcote School. The company received income of Nil (2014: 805) from Community Foundation for Shropshire and Telford, a company in which K Winter was a director. At the year end a balance of Nil (2014: 625) was due from Community Foundation for Shropshire and Telford. The company received income of 4,806 (2014: Nil) from Global Freight Limited, a company in whichn Howarth is a director. At the year end a balance of 276 (2014: Nil) was due from Global Freight Limited. During the year the company gave a staff loan to R Sheehan, Chief Executive of Nil (2014: 5000). At the year end there was 3,500 (2014: 4,700) due from R Sheehan. Page 19

23 NOTES TO THE FINANCIAL STATEMENTS 16. PRINCIPAL SUBSIDIARIES Company name Percentage Shareholding Shropshire Chamber of Commerce & Enterprise Limited Limited by guarantee Description Provide support to the local business community The Academy (Shropshire) Limited 100 Dormant Shropshire Chamber of Industry & Commerce Limited 100 Dormant Page 20