Star Reefers Trading Limited - Limited company accounts 18.2

REGISTERED NUMBER: 02669815 (England and Wales)

STAR REEFERS TRADING LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Other Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

C S S Bondi

K Ross

SECRETARY:

C S S Bondi

REGISTERED OFFICE:

40 Brighton Road

Sutton

SM2 5BN

REGISTERED NUMBER:

02669815 (England and Wales)

SENIOR STATUTORY AUDITOR:

Robin Lloyd

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2018 to the date of this report.

C S S Bondi

K Ross

RISKS AND UNCERTAINTIES

The board currently believe that the principal risks and uncertainties relate to the prospects for the specialised reefer

industry, such as the demand for fresh fruit, the threat to the global economy from the credit crisis, competition from

reefer container vessels, currency exchange rates, bunker prices, adverse climatic changes, diseases and crop

harvests. The recent turmoil in the financial markets has increased the credit risks relating to collecting receivables.

Additionally, there is an inherent risk with the marine operation of ships and the possible negative outcome of alleged

pollution-based violation of the MARPOL convention.

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.

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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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

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.

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.

AUDITORS

The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

C S S Bondi - Director

24 September 2019

Opinion

We have audited the financial statements of Star Reefers Trading Limited (the 'company') for the year ended

31 December 2018 which comprise the Income Statement, Other Comprehensive Income, 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 102 'The Financial Reporting Standard applicable in the

UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit for the year then ended;

-	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.

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.

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:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

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.

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.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	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.

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.

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, 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

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

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.

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.

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.

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.

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.

Robin Lloyd (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

26 September 2019

TURNOVER

3

-

25,156

Administrative expenses

(756

)

(1,453

)

OPERATING PROFIT

4

756

26,609

Interest receivable and similar income

5

391,841

284,192

392,597

310,801

Interest payable and similar expenses

6

439

1,453

PROFIT BEFORE TAXATION

392,158

309,348

Tax on profit

7

-

-

PROFIT FOR THE FINANCIAL YEAR

392,158

309,348

PROFIT FOR THE YEAR

392,158

309,348

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

392,158

309,348

FIXED ASSETS

Investments

8

319

319

CURRENT ASSETS

Debtors

9

9,579,122

9,342,673

Cash at bank

505,604

538,903

10,084,726

9,881,576

CREDITORS

Amounts falling due within one year

10

13,069

202,077

NET CURRENT ASSETS

10,071,657

9,679,499

TOTAL ASSETS LESS CURRENT LIABILITIES

10,071,976

9,679,818

CAPITAL AND RESERVES

Called up share capital

11

141

141

Retained earnings

12

10,071,835

9,679,677

SHAREHOLDERS' FUNDS

10,071,976

9,679,818

The financial statements were approved by the Board of Directors on 24 September 2019 and were signed on its behalf by:

C S S Bondi - Director

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2017

141

9,370,329

9,370,470

Changes in equity

Total comprehensive income

-

309,348

309,348

Balance at 31 December 2017

141

9,679,677

9,679,818

Changes in equity

Total comprehensive income

-

392,158

392,158

Balance at 31 December 2018

141

10,071,835

10,071,976

1.	COMPANY INFORMATION

Star Reefers Trading Limited was incorporated on 10 December 1991 under the Companies Act 1985, as a

private limited company and is registered in England and Wales. The principal activity of Star Reefers Trading

Limited is that of sea and coastal freight water transport. The address of its registered office is 40 Brighton Road,

Sutton, SM2 5BN.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The

Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The

financial statements have been prepared under the historic cost convention.

The company's functional and presentation currency is US Dollars.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland":

•

the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);

•

the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Turnover

Turnover consists of freight revenue on time-charter basis from voyage charters and time charters. Turnover is

derived from ordinary activities, and is stated after trade discounts, other sales taxes and net of VAT.

Income and expenses related to voyages of vessels have been accrued on the basis of the number of days the

voyage lasted in the fiscal year. A voyage is defined as starting after unloading from the previous voyage.

Expenses in connection with freight-seeking days are expensed as incurred. Income and expenses relating to

the pool are included in the accounts on a net basis.

Financial instruments

The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic

financial instruments are initially recognised at transaction value and debt instruments are subsequently

measured at amortised cost.

Investments in participating interests

Investments in participating interests are recognised at cost.

Income tax

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.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted

or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date.

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.

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.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange

ruling at the balance sheet date. All gains or losses on translation are included in other comprehensive income.

All gains or losses arising from normal trading activities are included in profit or loss.

Segmental analysis

The directors have not provided an analysis of turnover, profit before tax or net assets based on geographical

areas as they believe that it would be seriously prejudicial to the interests of the Company. The Company

operates only within the reefer segment.

Time-chartered contracts

All time-charter contracts are considered to be operating leases and the charter hire is expensed as incurred.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and

assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the

amounts reported for revenues and expenses during the year. However, the nature of estimation means that

actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts

recognised in the financial statements.

-

Determining whether a provision for cargo claims or hull and machinery damage claims are still required.

Other key sources of estimation uncertainty;

-

Determining the amount to be accrued that relates to cargo damage claims, crew accidents and vessel incidents.

Presentation currency

During the year, the company changed its presentation currency from £ Sterling to US Dollars, with retrospective

application on comparative figures. The change was made to reflect that US Dollars is the predominant currency

in the Group.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2018

2017

$

$

Freight revenues

-

25,156

-

25,156

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2018

2017

$

$

Foreign exchange differences

(756

)

(7,110

)

5.

INTEREST RECEIVABLE AND SIMILAR INCOME

2018

2017

$

$

Other interest received

391,841

284,192

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2018

2017

$

$

Other interest payable

439

1,453

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2018 nor for the year ended

31 December 2017.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is

explained below:

2018

2017

$

$

Profit before tax

392,158

309,348

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 19%)

74,510

58,776

Effects of:

Utilisation of tax losses

(74,510

)

(58,776

)

Total tax charge

-

-

8.	FIXED ASSET INVESTMENTS

Interest

in other

participating

interests

$

COST

At 1 January 2018

and 31 December 2018

319

NET BOOK VALUE

At 31 December 2018

319

At 31 December 2017

319

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

$

$

Amounts owed by group undertakings

9,575,162

9,342,374

VAT

264

299

Prepayments

3,696

-

9,579,122

9,342,673

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

$

$

Amounts owed to group undertakings

7,941

196,709

Accruals and deferred income

5,128

5,368

13,069

202,077

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

$

$

100

Ordinary Shares

£1

141

141

Each share is entitled to one vote in any circumstances. Each share is entitled pari passu to dividend payments

or any other distribution. Each share is entitled pari passu to participate in a distribution arising from a winding

up of the company.

12.

RESERVES

Retained

earnings

$

At 1 January 2018

9,679,677

Profit for the year

392,158

At 31 December 2018

10,071,835

Retained earnings includes all current and prior period retained profits and losses.

13.	CAPITAL COMMITMENTS

At 31 December 2018 no future capital expenditure (2017: Nil) had been contracted for by the directors.

14.	ULTIMATE PARENT COMPANY

The immediate parent Company is Siem Shipping Inc, (a company incorporated in the Cayman Islands). Copies

of the consolidated financial statements can be obtained from STAR Reefers AS, Jerpefaret 12, 0788 Oslo,

Norway.

Siem Industries Inc. is the majority shareholder of Siem Shipping Inc. and is controlled by trusts where certain

members of Kristian Siem's family are potential beneficiaries.

15.	RELATED PARTY TRANSACTIONS

Advantage has been taken of the exemptions conferred by FRS 102 in respect of other related party transactions

on the grounds that the company is a wholly owned subsidiary.