Justus Corporation Limited Filleted accounts for Companies House (small and micro)

JUSTUS CORPORATION LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 04623562

Justus Corporation Limited

Filleted Unaudited Financial Statements

31 December 2018

Justus Corporation Limited

Statement of Financial Position

31 December 2018

	2018	2017
Note	£	£

Fixed assets

Investments	4	4,001,595	8,862,062

Current assets

Debtors	5	3,222,830	3,231,526
Cash at bank and in hand		4,705,815	203,657
		------------	------------
		7,928,645	3,435,183

Creditors: amounts falling due within one year	6	1,842,091	2,308,754
		------------	------------
Net current assets		6,086,554	1,126,429
		-------------	------------
Total assets less current liabilities		10,088,149	9,988,491

Creditors: amounts falling due after more than one year	7	7,400,000	7,400,000
		-------------	------------
Net assets		2,688,149	2,588,491
		-------------	------------

Capital and reserves

Called up share capital	1,000	1,000
Other reserves	4,001,495	4,517,981
Profit and loss account	( 1,314,346)	( 1,930,490)
	------------	------------
Shareholders funds	2,688,149	2,588,491
	------------	------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

For the year ending 31st December 2018 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

Justus Corporation Limited

Statement of Financial Position (continued)

31 December 2018

These financial statements were approved by the board of directors and authorised for issue on 30 September 2019 , and are signed on behalf of the board by:

J R H Seymour Director

Company registration number: 04623562

Justus Corporation Limited

Notes to the Financial Statements

Year ended 31st December 2018

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 230 Shirley Road, Southampton, SO15 3HR.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Consolidation

The entity has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the entity and its subsidiary undertakings comprise a small group.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Any fixed asset investments carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated impairment losses.

Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss or the non-distributable reserve.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.

4. Investments

	Shares in group undertakings	Investment properties	Total
	£	£	£
Cost or valuation
At 1st January 2018	14,409,576	5,585,000	19,994,576
Disposals	( 4)	( 5,585,000)	( 5,585,004)
Revaluations	724,538	–	724,538
	-------------	------------	-------------
At 31st December 2018	15,134,110	–	15,134,110
	-------------	------------	-------------
Impairment
At 1st January 2018	11,132,514	–	11,132,514
Impairment losses	1	–	1
	-------------	------------	-------------
At 31st December 2018	11,132,515	–	11,132,515
	-------------	------------	-------------

Carrying amount
At 31st December 2018	4,001,595	–	4,001,595
	-------------	------------	-------------
At 31st December 2017	3,277,062	5,585,000	8,862,062
	-------------	------------	-------------

Justus Corporation Limited owned 100% of the share capital of Meltclear Limited, a company registered in England and Wales. Meltclear Limited was dormant throughout the current and the proceeding year. The share capital of Meltclear Limited was 2 £1 ordinary shares. Meltclear Limited was dissolved in July 2018. The investment was written off in this year.

During a previous year Justus Corporation Limited purchased the entire share capital of La Motte Investments Limited, this being 550,000 £1 shares, for £11,132,515. La Motte Investments Limited is a company registered in the States of Jersey, registered number 1084 and has a year end of 31st December. During the year to 31st December 2018 La Motte Investments Limited incurred a loss after tax for the year of £7,994 (2017 - £1,261,872). During the year to 31st December 2018 La Motte Investments Limited's share capital and reserves decreased to £(312,540) (2017 - £(304,547). During the year to 31st December 2018 the directors wrote off the remaining £1 value of the investment in La Motte Investments Limited.

Justus Corporation Limited owned 100% of the share capital of Meltclear (No2) Limited, a company registered in England and Wales. Meltclear (No2) Limited was dormant throughout the current and the proceeding year. The share capital of Meltclear (No2) Limited was 2 £1 ordinary shares. Meltclear (No2) Limited was dissolved in July 2018. The investment was written off in this year.

During a previous year Justus Corporation Limited purchased the entire share capital of H300 Limited, this being 100 £1 ordinary shares for £100. H300 Limited is a company registered in England and Wales, registered number 07637655 and has a year end of 31st December. During the year to 31st December 2018 H300 Limited incurred a loss after tax of £2,722 (2017 - profit £231,687). At 31st December 2018 H300 Limited share capital and reserves totalled £4,001,595 (2017 - £3,277,057). During the year to 31st December 2018 the directors incorporated the amount of £4,001,595 as the value of the investment in H300 Limited.

Justus Corporation Limited owned one property at 1st January 2018 which was leased out. The property 1 London Road, Southampton cost £4,343,976. The property was sold during the year ended 31st December 2018.

5. Debtors

	2018	2017
	£	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	3,222,830	3,228,830
Other debtors	–	2,696
	------------	------------
	3,222,830	3,231,526
	------------	------------

6. Creditors: amounts falling due within one year

	2018	2017
	£	£
Trade creditors	–	959
Social security and other taxes	5,123	–
Other creditors	1,836,968	2,307,795
	------------	------------
	1,842,091	2,308,754
	------------	------------

7. Creditors: amounts falling due after more than one year

	2018	2017
	£	£
Bank loans and overdrafts	7,400,000	7,400,000
	------------	------------

8. Bank loans

The Samstream Limited loan of £7,400,000 is repayable only upon the ultimate disposal of all properties and investments held by Justus Corporation Limited and its subsidiaries. The directors consider this to be a long-term loan and should be included in creditors due after more than one year. The directors consider that the carrying amount of the Samstream Limited loan is approximate to its fair value.

9. Director's advances, credits and guarantees

During the year the director entered into the following advances and credits with the company:

	2018
	Balance brought forward	Advances/ (credits) to the director	Balance outstanding
	£	£	£
J Seymour, A Michael & F Michael	( 1,975,477)	485,304	( 1,490,173)
	------------	---------	------------

	2017
	Balance brought forward	Advances/ (credits) to the director	Balance outstanding
	£	£	£
J Seymour, A Michael & F Michael	( 1,975,477)	–	( 1,975,477)
	------------	----	------------

10. Other reserves

The other reserve is a non-distributable reserve which consists of the revaluation of the investment properties £nil (2017 £1,241,024) and the revaluation of investments in subsidiaries £4,001,495 (2017 £3,276,957)

11. Related party transactions

Justus Corporation Limited has two wholly owned subsidiaries, H300 Limited and La Motte Investments Limited. The directors of both Justus Corporation Limited are also directors and shareholders of Justus JV Limited making Justus JV Limited an associated company. During the year the following transactions took place, in the ordinary course of business, between the related parties.

	2018	2017
	£	£
La Motte Investments Limited
Balance at 31st December	1,541,101	2,738,150

H300 Limited
Management charges receivable	52,500	–
Balance at 31st December	1,681,729	490,680

Justus JV Limited
Management charges payable	–	17,500
Balance at 31st December	(224,942)	(215,465)

12. Subsidiaries

Justus Corporation Limited wholly owns the following subsidiaries:

H300 Limited A company registered in England & Wales

La Motte Investments Limited A company registered in Jersey

Meltclear Limited (Dormant)(Dissolved July 2018)

Meltclear (No2) Limited (Dormant)(Dissolved July 2018)