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Basis of 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 Auditor’s responsibilities for the audit of the accounts section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the accounts 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 accounts is not appropriate; or |
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the directors have not disclosed in the accounts 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 accounts are authorised for issue. |
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Other information |
The other information comprises the information included in the report and accounts, other than the accounts and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the accounts 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 accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the accounts 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 accounts 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. |
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Opinions 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 directors’ report for the financial period for which the accounts are prepared is consistent with the accounts; and |
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the directors’ report has been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report by exception |
A&E Gutermann (UK) Limited |
Notes to the Accounts |
for the period from 2 October 2017 to 31 December 2018 |
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1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
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Turnover |
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Turnover represents commission and fees charged to group companies. |
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Group accounts |
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The accounts comprise the accounts of A&E Gutermann (UK) Limited as an individual undertaking. Group accounts have not been prepared due to the exemption for small groups within Section 398 of the Companies Act 2006 |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
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Motor vehicles |
over 5 years |
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Investments |
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The investment in the subsidiary is stated at cost, less any accumulated impairment losses. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Leased assets |
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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
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Pensions |
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The company operates a defined benefit pension scheme which is closed for new members and has only one active member, the assets of which are held separately from those of the company in independently administered funds. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method, which attributes entitlements to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and is based on actuarial advice. The net interest element is determined by multiplying the net benefit liability by the discount rate at the start of the period taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost. Re-measurements, comprising actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability (excluding amounts included in net interest) are recognised immediately in other comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit and loss in subsequent periods. The defined net benefit pension asset or liability in the balance sheet comprises the total of the present value of the defined benefit obligation less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information and in the case of quoted securities is the published bid price. Contributions to defined contribution schemes are recognised in the profit and loss account in the period in which they become payable. |
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2 |
Employees |
2018 |
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2017 |
Number |
Number |
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Average number of persons employed by the company |
7 |
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4 |
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3 |
Tangible fixed assets |
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Motor vehicles |
£ |
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Cost |
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At 2 October 2017 |
51,019 |
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At 31 December 2018 |
51,019 |
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Depreciation |
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At 2 October 2017 |
18,042 |
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Charge for the period |
15,930 |
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At 31 December 2018 |
33,972 |
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Net book value |
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At 31 December 2018 |
17,047 |
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At 1 October 2017 |
32,977 |
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4 |
Investments |
Investments in |
subsidiary |
undertakings |
£ |
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Cost |
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At 2 October 2017 |
129,134 |
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At 31 December 2018 |
129,134 |
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The company held 100% of the ordinary share capital of Perivale-Gutermann Pty Ltd, incorporated in Australia, whose primary activity is thread and bead distribution. The registered office is Northshore Corporate Centre, Office 3, 810 Pacific Highway, Gordon NSW2072, Australia. At 31 December 2018 the aggregate share capital and reserves of the subsidiary amounted to £592,873 and the profit after taxation for the year was £482,680. |
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5 |
Debtors |
2018 |
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2017 |
£ |
£ |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
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879,945 |
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342,305 |
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Other debtors |
28,013 |
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14,206 |
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907,958 |
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356,511 |
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6 |
Creditors: amounts falling due within one year |
2018 |
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2017 |
£ |
£ |
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Taxation and social security costs |
- |
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9,263 |
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Accruals |
85,007 |
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129,770 |
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85,007 |
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139,033 |
7 |
Defined Benefit Pension Scheme |
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The company sponsors the Perivale-Gütermann Ltd Staff Pension & Assurance Scheme, a funded defined benefit pension scheme in the UK. The Scheme is set up on a tax relieved basis as a separate trust independent of the company and is supervised by independent trustees. The trustees are responsible for ensuring that the correct benefits are paid, that the Scheme is appropriately funded and that Scheme assets are appropriately invested. |
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Active members of the Scheme pay contributions at the rate of 8.8% of salary and the company pays the balance of the cost as determined by regular actuarial valuations. The trustees are required to use prudent assumptions to value the liabilities and costs of the Scheme whereas the accounting assumptions must be best estimates. |
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To eliminate the funding shortfall, the trustees and the employer have agreed that additional employer contributions will be paid to the Scheme at the rate of £105,000 per annum, payable in equal monthly instalments for a period of 8 years commencing from 5 April 2014. |
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A formal actuarial valuation was carried out as at 5 April 2017. The results of that valuation have been projected to 31 December 2018 with allowance for payroll and benefit information and using the assumptions set out below. The figures in the following disclosure were measured using the Projected Unit Method. |
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The amounts recognised in the statement of financial position are as follows: |
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31/12/2018 |
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1/10/2017 |
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£000 |
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£000 |
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Defined benefit obligation |
(12,636) |
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(12,653) |
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Fair value of plan assets |
10,628 |
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11,144 |
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Net defined benefit liability |
(2,008) |
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(1,509) |
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The amounts recognised in the comprehensive income are: |
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The current and past service costs, settlements and curtailments, together with the net interest expense for the year are included in profit or loss. |
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Remeasurements of the net defined benefit liability are included in other comprehensive income. |
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Period ended |
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Period ended |
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31/12/2018 |
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1/10/2017 |
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Service cost: |
£000 |
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£000 |
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Current service cost (net of employee contributions) |
28 |
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24 |
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Administration expenses |
2 |
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3 |
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Past service cost |
125 |
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- |
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Net interest expense |
51 |
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55 |
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Charge recognised in profit or loss |
206 |
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82 |
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Remeasurements of the net liability: |
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Return on scheme assets (excluding amount included |
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in net interest expense) |
332 |
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691 |
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Actuarial losses/(gains) |
115 |
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(1,624) |
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Charge/(credit) recorded in other comprehensive income |
447 |
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(933) |
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Total defined benefit cost/(credit) |
653 |
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(851) |
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The principal actuarial assumptions used were: |
31/12/2018 |
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1/10/2017 |
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Liability discount rate |
2.65% |
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2.7% |
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Inflation assumption - RPI |
3.5% |
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3.45% |
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Inflation assumption - CPI |
2.8% |
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2.75% |
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Rate of increase in salaries |
3.5% |
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3.45% |
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Revaluation of deferred pensions: |
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All pension in excess of GMP |
2.8% |
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2.75% |
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The principal actuarial assumptions used were: (Continued) |
31/12/2018 |
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1/10/2017 |
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Increases for pensions in payment: |
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Post 5 April 1988 GMP |
2.40% |
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2.40% |
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Post 5 April 1997 pension |
3.45% |
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3.40% |
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Proportion of employees opting for early retirement |
0.00% |
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0.00% |
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Proportion of employees commuting pension for cash |
0.00% |
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0.00% |
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Expected age at death of current pensioner at age 65: |
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Male aged 65 at year end |
86.8 |
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86.9 |
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Female aged 65 at year end |
88.7 |
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88.7 |
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Expected age of death of future pensioner at age 65: |
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Male aged 45 at year end |
87.8 |
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88.0 |
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Female aged 45 at year end |
89.9 |
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90.0 |
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Reconciliation of scheme assets and liabilities |
Assets |
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Liabilities |
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Total |
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£000's |
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£000's |
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£000's |
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At start of period |
11,144 |
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(12,653) |
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(1,509) |
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Benefits paid |
(708) |
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708 |
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- |
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Administration expenses |
(2) |
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- |
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(2) |
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Current service cost |
- |
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(28) |
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(28) |
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Contributions from the employer |
154 |
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- |
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154 |
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Contributions from employees |
5 |
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(5) |
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- |
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Interest Income/(expense) |
367 |
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(418) |
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(51) |
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Return on assets(excluding amount included |
(332) |
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- |
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(332) |
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in net interest expense) |
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Actuarial gains/(losses) |
- |
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(115) |
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(115) |
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Past service gain/(loss) |
- |
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(125) |
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(125) |
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At end of period |
10,628 |
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(12,636) |
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(2,008) |
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The return on plan assets was: |
31/12/2018 |
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1/10/2017 |
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£000's |
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£000's |
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Interest Income |
367 |
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267 |
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Return on plan assets (excluding amount |
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included in net interest expense) |
(332) |
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(691) |
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Total return on plan assets |
35 |
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(424) |
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The major categories of scheme assets are as follows: |
31/12/2018 |
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1/10/2017 |
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£000's |
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£000's |
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UK Equities |
382 |
|
432 |
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Overseas Equities |
961 |
|
1,291 |
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Corporates |
7,527 |
|
8,033 |
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Gilts |
1,072 |
|
667 |
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Index Linked |
86 |
|
70 |
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Alternative Assets |
14 |
|
466 |
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Cash |
586 |
|
185 |
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Total market value of assets |
10,628 |
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11,144 |
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The Scheme has no investments in the company or in property occupied by the company. |
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8 |
Other financial commitments |
2018 |
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2017 |
£ |
£ |
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Total future minimum payments under non-cancellable operating leases |
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1,061 |
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14,226 |
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9 |
Related party transactions |
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During the period ended 31 December 2018, the company received commissions and fees totalling £1,742,920 from group companies in Germany and Slovenia. Management and administrative charges from the group companies in Germany and Slovenia totalled £97,313. As at 31 December 2018, the amount due from Gutermann GmbH relating to trading transactions in the normal course of business amounted to £879,945. There was a dividend received from the subsidiary, Perivale-Gutermann Pty Ltd, of the amount £139,700. |
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10 |
Controlling party |
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The immediate and ultimate parent undertaking and controlling party is American & Efird Global LLC, organised uder the laws of the State if North Carolina, USA. The registered office is PC Stamstraat 19A, Nijverdal, Overjissel, 7442ZA, Netherlands. |
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11 |
Other information |
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A&E Gutermann (UK) Limited is a private company limited by shares and incorporated in England. Its registered office is: |
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41 East Port |
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Dunfermline |
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Fife |
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KY12 7LG |