Baldwin Filters Limited - Limited company accounts 20.1

REGISTERED NUMBER: 00472388 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2019

FOR

BALDWIN FILTERS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

G Ellinor

J Elsey

REGISTERED OFFICE:

Parker House

55 Maylands Avenue

Hemel Hempstead

Hertfordshire

HP2 4SJ

REGISTERED NUMBER:

00472388 (England and Wales)

SENIOR STATUTORY AUDITOR:

MJ Gibbs FCCA

AUDITORS:

Dafferns LLP

Chartered Accountants

Statutory Auditor

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

The directors present their strategic report for the year ended 30 June 2019.

Our aim is to present a balanced review of the performance and development of our business during the year

and its position at the year end. Our review is consistent with the size and non-complex nature of our

business and is written in the context of the risks and uncertainties we face.

REVIEW OF BUSINESS

In May 2017, Parker Hannifin announced the full closure of the Baldwin Filters Runcorn site and the cessation

of both manufacturing and distribution operations in the UK by mid 2018.

The trade was wound down between December 2017 and April 2018, with much of the trade transferred to

other group companies outside the UK. By 30 June 2018, the company had ceased trading and continued

that way throughout the period to 30 June 2019.

PRINCIPAL RISKS AND UNCERTAINTIES

The company ceased trading during the year to 30 June 2018, with manufacturing and distribution moving to

other group companies outside the UK. Parker Hannifin has agreed to fund the company to trade as a going

concern through to the closure and ensure an orderly wind up of the company with no detriment to external

creditors.

KEY PERFORMANCE INDICATORS

Given the decision to cease trading, the key performance indicators have been related to minimising close

down costs and maximising the value realised from assets.

ON BEHALF OF THE BOARD:

G Ellinor - Director

24 June 2020

The directors present their report with the financial statements of the company for the year ended 30 June 2019.

CESSATION OF TRADING

The company ceased trading on 30 June 2018.

PRINCIPAL ACTIVITY

The company ceased all manufacturing at the end of the previous financial statements, and remained

dormant throughout this period.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2019.

DIRECTORS

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

report.

G Ellinor

J Elsey

The directors' interests in the shares of the parent company are shown in the financial statements of that

company.

GOING CONCERN

Parker Hannifin has confirmed that it will continue to provide the company with sufficient financial support and

working capital to fund further closure costs and to enable the company to meet its ongoing liabilities as they

fall due, on this basis the directors conclude that the going concern basis of accounting remains appropriate

at 30 June 2019.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'. 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.

ON BEHALF OF THE BOARD:

G Ellinor - Director

24 June 2020

Opinion

We have audited the financial statements of Baldwin Filters Limited (the 'company') for the year ended

30 June 2019 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 30 June 2019 and of its loss 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.

Parker Hannifin has confirmed that it will continue to provide the company with sufficient financial support and

working capital to fund further closure costs and to enable the company to meet its ongoing liabilities as they

fall due, on this basis it is concluded that the going concern basis of accounting remains appropriate at 30

June 2019.

Other information

The directors are responsible for the other information. The other information comprises the information in the

Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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.

MJ Gibbs FCCA (Senior Statutory Auditor)

for and on behalf of Dafferns LLP

Chartered Accountants

Statutory Auditor

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

25 June 2020

TURNOVER

4

-

7,802,124

Cost of sales

(276,983

)

(8,510,747

)

GROSS LOSS

(276,983

)

(708,623

)

Distribution costs

1,101

(525,097

)

Administrative expenses

(114,670

)

(2,078,179

)

OPERATING LOSS

6

(390,552

)

(3,311,899

)

Exceptional items

7

(50,000

)

540,081

(440,552

)

(2,771,818

)

Interest receivable and similar income

-

1,245

(440,552

)

(2,770,573

)

Interest payable and similar expenses

8

-

(5,670

)

LOSS BEFORE TAXATION

(440,552

)

(2,776,243

)

Tax on loss

9

50,000

-

LOSS FOR THE FINANCIAL YEAR

(390,552

)

(2,776,243

)

LOSS FOR THE YEAR

(390,552

)

(2,776,243

)

OTHER COMPREHENSIVE INCOME

Property Revaluation

-

1,616,120

Income tax relating to other comprehensive income

-

(50,000

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

1,566,120

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(390,552

)

(1,210,123

)

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

7,500,000

-

7,500,000

CURRENT ASSETS

Debtors

12

6,792,195

33,247

Cash at bank

-

1

6,792,195

33,248

CREDITORS

Amounts falling due within one year

13

(7,140,776

)

(7,441,277

)

NET CURRENT LIABILITIES

(348,581

)

(7,408,029

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(348,581

)

91,971

PROVISIONS FOR LIABILITIES

14

-

(50,000

)

NET (LIABILITIES)/ASSETS

(348,581

)

41,971

CAPITAL AND RESERVES

Called up share capital

15

16,250

16,250

Share premium

16

7,723,850

7,723,850

Revaluation reserve

16

-

1,566,120

Capital contribution reserve

16

3,000,000

3,000,000

Retained earnings

16

(11,088,681

)

(12,264,249

)

SHAREHOLDERS' FUNDS

(348,581

)

41,971

The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2020 and were signed on its behalf by:

G Ellinor - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 July 2017

16,250

(9,488,006

)

7,723,850

Changes in equity

Total comprehensive income

-

(2,776,243

)

-

Balance at 30 June 2018

16,250

(12,264,249

)

7,723,850

Changes in equity

Total comprehensive income

-

1,175,568

-

Balance at 30 June 2019

16,250

(11,088,681

)

7,723,850

Capital

Revaluation

contribution

Total

reserve

reserve

equity

£

£

£

Balance at 1 July 2017

-

3,000,000

1,252,094

Changes in equity

Total comprehensive income

1,566,120

-

(1,210,123

)

Balance at 30 June 2018

1,566,120

3,000,000

41,971

Changes in equity

Total comprehensive income

(1,566,120

)

-

(390,552

)

Balance at 30 June 2019

-

3,000,000

(348,581

)

1.	STATUTORY INFORMATION

Baldwin Filters Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company Information

page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

In May 2017, Parker Hannifin announced the full closure of the Baldwin Filters Runcorn site and the

cessation of both manufacturing and distribution operations in the UK. During the year ended 30 June

2018, the trade was wound down between December 2017 and April 2018, with much of the trade

transferred to other group companies outside the UK and by 30 June 2018, the company had ceased

trading.

Parker Hannifin has confirmed that it will continue to provide the company with sufficient financial

support and working capital to fund further closure costs and to enable the company to meet its

ongoing liabilities as they fall due, on this basis the directors conclude that the going concern basis of

accounting remains appropriate at 30 June 2019.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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 7 Statement of Cash Flows.

Revenue recognition

Revenue is net of value added tax is recognised when product ownership and risk of loss have

transferred to the customer or performance of services is complete and the company has no

remaining obligations regarding the transaction. Estimated discounts, rebates and sales returns are

recorded as a reduction of sales in the same period revenue is recognised. Shipping and handling

costs are recorded as revenue when billed to customers. The related shipping and handling expenses

are included in cost of sales.

Goodwill

Goodwill arising on the acquisition of businesses, representing any excess of the fair value of the

consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised

and written off on a straight-line basis over its useful economic life. All previously purchased goodwill

has now been fully impaired.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured

at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

Straight line over 40 years

Long leasehold

-

Straight line over period of lease

Plant and machinery

-

at varying rates on cost

Fixtures and fittings

-

at varying rates on cost

Motor vehicles

-

33% on cost

Computer equipment

-

at varying rates on cost

Taxation

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 or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws 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

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 profit before tax.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the

period of the lease.

Pension costs and other post-retirement benefits

The company contributes to a number of personal pension schemes on behalf of certain employees.

The amount charged to the profit and loss account in respect of pension costs and other

post-retirement benefits is the contributions payable in the year. Differences between contributions

payable in the year and contributions actually paid are shown as either accruals or prepayments in the

balance sheet.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are

recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss

account in other administrative expenses.

Capital contribution

Funding received from the previous ultimate parent (Clarcor Inc) that is not intended as new share

capital, has no requirement to be repaid and has no costs associated with it is treated as an increase

in the company's capital and has been classified as a capital contribution within reserves.

4.

TURNOVER

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

An analysis of turnover by geographical market for the year ended 30 June 2018 is given below:

£

United Kingdom

4,532,962

Europe

1,996,841

Other

1,272,321

7,802,124

This analysis is not considered to be applicable to the year ended 30 June 2019.

5.	EMPLOYEES AND DIRECTORS

2019

2018

£

£

Wages and salaries

-

2,054,090

Social security costs

-

241,123

Other pension costs

-

79,504

-

2,374,717

The average number of employees during the year was as follows:

2019

2018

Manufacturing

-

29

Clerical and technical

-

26

-

55

2019

2018

£

£

Directors' remuneration

-

198,577

Directors' pension contributions to money purchase schemes

-

5,283

6.	OPERATING LOSS

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

2019

2018

£

£

Hire of plant and machinery

-

3,336

Depreciation - owned assets

-

521,985

(Profit)/loss on disposal of fixed assets

(16,273

)

26,529

Auditors' remuneration

2,550

11,500

Foreign exchange differences

87,940

61,822

Operating leases - plant and machinery

-

60,188

Fixed asset impairment

-

(643,261

)

7.	EXCEPTIONAL ITEMS

2019

2018

£

£

Exceptional items

(50,000

)

540,081

At the end of June 2018 the property was revalued to realisable value of £7.5m, and as a result

previous impairments from 30 November 2016 were reversed. Remaining fixed assets were impaired

by £73k to a carrying value of £nil.

Year end dilapidation provision has been valued at the most recent professional valuation, resulting in

a charge of £50k.

2019

2018

£

£

Dilapidation provision

50,000

103,180

Reversal of impairment of freehold property

-

(716,132

)

Impairment of fixed assets

-

72,871

50,000

500,822

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2019

2018

£

£

Other interest

-

5,670

9.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2019

2018

£

£

Deferred tax

(50,000

)

-

Tax on loss

(50,000

)

-

UK corporation tax was charged at 19%) in 2018.

Reconciliation of total tax credit included in profit and loss

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

difference is explained below:

2019

2018

£

£

Loss before tax

(440,552

)

(2,776,243

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2018 - 19%)

(83,705

)

(527,486

)

Effects of:

Expenses not deductible for tax purposes

-

(14,537

)

Timing differences, primarily in respect of tangible fixed assets

33,705

542,023

provision for impairment of

Total tax credit

(50,000

)

-

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 30 June 2019.

2018

Gross

Tax

Net

£

£

£

Property Revaluation

1,616,120

(50,000

)

1,566,120

10.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 July 2018

618,598

Disposals

(618,598

)

At 30 June 2019

-

AMORTISATION

At 1 July 2018

618,598

Eliminated on disposal

(618,598

)

At 30 June 2019

-

NET BOOK VALUE

At 30 June 2019

-

At 30 June 2018

-