Fine Organics Limited - Limited company accounts 20.1
Fine Organics Limited - Limited company accounts 20.1
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2019 |
for |
Fine Organics Limited |
Fine Organics Limited (Registered number: 01532065) |
Contents of the Financial Statements |
for the Year Ended 31 December 2019 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 6 |
Statement of Directors' Responsibilities | 8 |
Report of the Independent Auditors | 9 |
Statement of Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Notes to the Financial Statements | 14 |
Fine Organics Limited |
Company Information |
for the Year Ended 31 December 2019 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants |
and Statutory Auditors |
9 St Clare Street |
London |
EC3N 1LQ |
Fine Organics Limited (Registered number: 01532065) |
Strategic Report |
for the Year Ended 31 December 2019 |
The directors present their strategic report for the year ended 31 December 2019. |
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS |
During the year ended 31 December 2019 the business has returned to profit of £1,640K without exceptional item |
(2018: loss of £2,821K) in terms of EBITDA (earnings before interest, tax, depreciation and amortisation), the measure |
used by the Board of directors and investors to track financial performance. The recovery has been led by the successful |
implementation, manufacture and completion of a high value single campaign product for the Agrochemical sector. This |
product, coupled with significantly improved plant utilisation in other areas, has driven an increase in revenue of 50% to |
£43,739K (2018: £29,171K). |
The Company's loss before taxation for the financial year is £3,137K (2018: profit of £14,494K). The business has |
incurred £376K (2018: £173K) of exceptional one-off costs in the year. The costs were in relation to a safety breach |
penalty and associated legal fees. |
To mitigate against a fall in plant utilisation following the aforementioned single campaign completion, the business has |
successfully secured substantial new business development for a Crop Protection product. The new product introduction |
requires significant capital investment to bring new assets, facilities and utilities to site to support this production and |
upon completion will double our site capacity as a contract manufacturer. |
The business still has a stable and expanding customer base with which it works technically to implement innovative |
chemistry solutions in order to drive process efficiencies and optimal performance from its manufacturing assets. |
Following an extensive review of the strategic positioning of all sites within the group, the investors are satisfied with |
the direction and on-going investment of the business. The company is well placed to take advantage of any upturn in the |
Agrochemical markets, as well as expansion across all other market sectors served. |
The financial position of the company as at the year-end is net assets of £16,443K (2018: £21,009K). |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and the execution of the company's strategy are subject to a number of risks. The main |
risks and uncertainties are as follows: |
- Pricing: competition in the company's portfolio is based primarily on price, with additional weighting being placed on |
product quality, reliability of supply and customer service. |
- Raw material and energy prices: these are significant costs to the business. Mitigation of this exposure is actioned by |
wherever practicable procuring on a global basis. |
- Utilisations of assets: the Company's results are materially influenced by the degree to which assets are utilised in order |
to achieve maximum production volumes. |
- COVID-19: at the outbreak of the COVID-19 pandemic, the business received special dispensation to continue |
operations as a Site Critical for National Infrastructure and as such we have managed to ensure stable operations and |
minimise disruption by implementation of strict social distancing measures. |
- Brexit: the business has acknowledged supply chain risks surrounding movement of materials in a 'no-deal' Brexit |
scenario. As such the business has worked with customers and key suppliers to ensure sufficient safety stocks of material |
are held for business continuity. The company maintains a 'Brexit committee' for on-going assessment of business risk. |
Fine Organics Limited (Registered number: 01532065) |
Strategic Report |
for the Year Ended 31 December 2019 |
SECTION 172(1) STATEMENT |
The revised UK Corporate Governance Code ('2018 Code') was published in July 2018 and applies to accounting |
periods beginning on or after 1 January 2019. The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 |
MRR') require directors to explain how they considered the interests of key stakeholders and the broader matters set out |
in section 172(1) (A) to (F) of the Companies Act 2006 ('S172') when performing their duty to promote the success of |
the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the |
long-term success of the company. The board welcomes the direction of the UK Financial Reporting Council (the |
'FRC'). This S172 statement, which is reported for the first time, explains how the directors: |
- have engaged with employees, suppliers, customers and others; and |
- have had regard to employee interests, the need to foster the company's business relationships with suppliers, |
customers and other, and the effect of that regards, including on the principal decisions taken by the company during the |
financial year. |
The S172 statement focuses on matters of strategic importance, and the level of information disclosed is consistent with |
the size and the complexity of the business. |
When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith, would most |
likely promote the Company's success for the benefit of its members as a whole, and in doing so have regard (among |
other matters) to: |
S172(1) (A) "The likely consequences of any decision in the long term" |
The company's operations, including its sales, manufacturing and investment plans for the year, are set out through the |
annual budget. This is prepared by the company's senior leadership team and approved by the board of the ultimate |
parent company and is aligned with the long-term plans for the Site within the context of the overall group strategy. |
In addition to reporting on the financials through the monthly management accounts, the board of directors is kept |
informed of operational matters through monthly reports compiled by the senior leadership team. This report includes, |
but is not limited to, manufacturing performance, safety statistics and quality metrics. |
The board takes a view on long-term decisions based on commercial enquiries, research and development activities and |
thereafter the appropriate financial and analytical modelling, which it receives in the form of detailed proposals |
presented by the senior leadership team to the board and subsequently to the ultimate parent company. This could |
include, but not be limited to, new product development, acquisition opportunities and strategic partnerships. |
S172(1) (B) "The interests of the company's employees" |
The directors recognise that the company's employees are fundamental and core to our business and delivery of our |
strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From |
ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, |
the directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible. |
The board of directors' support significant levels of investment in training, online learning, paid-for external |
development, and the hosting of internal learning events. This sits alongside a generous benefits package which includes |
pension contributions above the statutory minimum requirement and an annual bonus scheme. |
The board of directors recognises the importance of having a diverse workforce that both reflects the company's global |
supply chain network, and which strengthens its business growth. The business is committed to promoting fairness and |
equality in the workplace which it demonstrates through a number of policies, including: Equal Opportunities Policy; |
Flexible Working Policy; Parental Leave Policy; and Maternity, Paternity and Adoption Policies. |
S172(1) (C) "The need to foster the company's business relationships with suppliers, customers and others" |
Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers, local and national |
government, regulators and other associated stakeholders. |
Fine Organics Limited (Registered number: 01532065) |
Strategic Report |
for the Year Ended 31 December 2019 |
Moreover, the directors receive information updates on a variety of topics that indicate and inform how these |
stakeholders have been engaged. These range from information provided from the supply chain function (on suppliers |
related to items such as sourcing project updates and supplier contract management topics) to information provided by |
the commercial and development teams (on customers related to items such as business strategies, on-going |
manufacturing campaigns and investment or divestment proposals). |
In its relationship with suppliers, the company strives to maintain a reputation for fairness and high standards through |
striving for contracts that provide mutual benefit, and ensuring that suppliers are paid on time. |
The company has a zero-tolerance to human trafficking and slavery and expects its suppliers to take the same approach. |
The board of directors has approved the publication of the company's Modern Slavery Act statement and will support |
the senior leadership team in its review of its policies and procedures to ensure continued compliance. |
In its relationship with customers, feedback can be collated by the several teams and fed back to the directors, mainly by |
the Commercial Directors, whose primary focus is customer engagement, management and communication. Specifically, |
with regard to contract manufacturing agreements, our customers have a direct contribution toward the supply chain, |
technical development and quality parameters of our finished products, integration of customer feedback is a key input |
for site operations. |
S172(1) (D) "The impact of the company's operations on the community and the environment" |
The directors recognise that the business has a significant responsibility when it comes to its relationship with the |
environment. The site is Top-Tier COMAH (Seveso III) compliant, has a broad environmental permit and similarly has |
extensive consents in place to allow us to handle a broad range of substances at a range of scales. A key consideration |
for the business in this respect is with regards to its chemical substance waste management. The site has direct pipeline |
access to one of the largest municipal liquid aqueous waste disposal facilities in Europe, and works closely with its sister |
company Fine Environmental Services Limited, who operate one of only three, third party licensed, high temperature |
thermal oxidisers for incineration of other waste streams. The business continues to work with its regulators in |
maintaining compliance and striving for best practice where environmental impact is concerned. |
S172(1) (E) "The desirability of the company maintaining a reputation for high standards of business conduct" |
The directors recognise that the business operates within an industry where a high degree of emphasis is placed on |
ensuring business decisions are economically, environmentally and socially responsible. The company periodically |
reviews its policies and principles, as set out in the company Staff Handbook and other guiding documentation, to ensure |
that these high standards are maintained. This, complemented by the ways the board is informed and monitors |
compliance with relevant governance standards help assure its decisions are taken and that the company acts in a way |
that promotes high standards of business conduct. |
S172(1) (F) "The need to act fairly as between members of the company" |
The directors consider which course of action best enables delivery of our strategy through the long-term, taking into |
consideration the impact on stakeholders. In doing so, our directors act fairly as between the Company's members but |
are not required to balance the Company's interest with those of other stakeholders, and this can sometimes mean that |
certain stakeholder interests may not be fully aligned. |
Fine Organics Limited (Registered number: 01532065) |
Strategic Report |
for the Year Ended 31 December 2019 |
KEY PERFORMANCE INDICATORS |
The key performance indicators of the company were as follows: |
31 December 2019 | 31 December 2018 | Change |
£'000 | £'000 |
Turnover | 43,739 | 29,171 | 50%+ |
Gross profit | 3,218 | (5,217) | 160%+ |
Operating profit / (loss) | (2,618) | (6,568) | 60%+ |
Lost time injury rate (based on 1m man hours) | 2.54 | 5.82 |
In conjunction with the management of costs and working capital to improve profit, the company uses a number of KPIs |
to monitor performance. These KPIs are monitored both on a product-by-product basis and also for the Company as a |
whole, compared to budget. |
ON BEHALF OF THE BOARD: |
10 September 2020 |
Fine Organics Limited (Registered number: 01532065) |
Report of the Directors |
for the Year Ended 31 December 2019 |
The directors present their report with the financial statements of the company for the year ended 31 December 2019. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a manufacturer of fine chemicals, supplying |
the pharmaceutical, agrochemical and speciality chemical industry. The Company's manufacturing plant is in the UK and |
has customers in Europe, North America, South America, and the UK. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2019. |
RESEARCH AND DEVELOPMENT |
The company's research and development activities are focused on the safe implementation of new products coupled |
with improving plant efficiency, optimisation of plant productivity, reducing waste and improving environmental |
performance, satisfying both our customers and all stakeholders. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this |
report. |
Other changes in directors holding office are as follows: |
CHARITABLE DONATIONS AND EXPENDITURE |
The total amount of charitable donations made in the United Kingdom by the company during the financial year was |
£4,379 (2018: £2,689). |
FINANCIAL RISK MANAGEMENT |
The company's operations expose it to a variety of financial risks that include the effects of changes in price risk, credit |
risk and liquidity risk. The company has in place a risk management programme that seeks to limit the adverse effects on |
the financial performance of the company where appropriate. |
Price risk |
The Company is exposed to commodity price risk as a result of its operations. However, given the size of the company's |
operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will |
revisit the appropriateness of this policy should the company's operations change in size or nature. The company has no |
exposure to equity securities price risk as it holds no listed or other equity investments. |
Credit risk |
The Company has implemented policies that require appropriate credit checks on potential customers before sales are |
made. Where debt finance is utilised, this is subject to pre-approval by the board of directors. |
Liquidity risk |
The Company actively manages its risk profile on a regular basis to ensure the company has sufficient available funds |
for operations and planned expansions. |
Cashflow risk |
The business actively manages it's cash flow with the assistance of the group's treasury department, seeking to |
effectively manage working capital and minimise exposure to foreign exchange movements. |
Fine Organics Limited (Registered number: 01532065) |
Report of the Directors |
for the Year Ended 31 December 2019 |
ENGAGEMENT WITH EMPLOYEES |
Disabled Employees |
The group is committed to employment policies, where following best practice, based on equal opportunities for all |
employees, irrespective of sex, race, colour, disability or marital status. The group gives full and fair consideration to |
applications for employment for disabled persons, having regard to their particular aptitudes and abilities. Appropriate |
arrangements are made for the continued employment and training, career development and promotion of disabled |
persons employed by the group. If members of staff become disabled the group continues employment, either in the |
same or an alternative position, with appropriate retraining being given where necessary. |
Employee Involvement |
The group systematically provides employees with information on matters of concern to them, consulting them or their |
representatives regularly, so that their views can be taken into account when making decisions that are likely to affect |
their interests. Employee involvement in the group is encouraged, as achieving a common awareness on the part of all |
employees of the financial and economic factors affecting the group plays a major part in maintaining its effective |
management. |
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, Shinewing Wilson Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual |
General Meeting. |
ON BEHALF OF THE BOARD: |
Fine Organics Limited (Registered number: 01532065) |
Statement of Directors' Responsibilities |
for the Year Ended 31 December 2019 |
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). 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; |
- | state whether applicable 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 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. |
Report of the Independent Auditors to the Members of |
Fine Organics Limited |
Opinion |
We have audited the financial statements of Fine Organics Limited (the 'company') for the year ended |
31 December 2019 which comprise the Statement of 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 101 'Reduced Disclosure Framework' (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 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. |
Material uncertainty related to going concern |
We draw your attention to note 2 in the financial statements, which indicates that the Company incurred a loss before tax |
of £3,137K during the year, and had a net current liability of £2,896K at the year ended 31 December 2019. The |
Company fully depends on its ultimate parent's support. As stated in note 2, these events or conditions, indicate that a |
material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our |
opinion is not modified in respect of this matter. |
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the |
Company's ability to continue as a going concern. For example, the terms on which the United Kingdom withdraw from |
European Union and current Covid 19 situation, are not clear. It is difficult to evaluate all of the potential impacts on the |
Company's trade. |
Other matters |
The financial statements for the Company for the year ended 31 December 2018 were audited by another auditor, who |
expressed an unqualified opinion on those statements on 26 June 2019. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic |
Report, the Report of the Directors and the Statement of Directors' Responsibilities, 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. |
Report of the Independent Auditors to the Members of |
Fine Organics Limited |
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 eight, 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. |
for and on behalf of |
Chartered Certified Accountants |
and Statutory Auditors |
9 St Clare Street |
London |
EC3N 1LQ |
Fine Organics Limited (Registered number: 01532065) |
Statement of Comprehensive Income |
for the Year Ended 31 December 2019 |
31.12.19 | 31.12.18 |
as restated |
Notes | £'000 | £'000 | £'000 | £'000 |
TURNOVER | 4 |
Cost of sales |
GROSS PROFIT/(LOSS) | ( |
) |
Distribution costs |
Administrative expenses |
5,936 | 1,414 |
(2,718 | ) | (6,631 | ) |
Other operating income | 5 |
OPERATING LOSS | ( |
) | ( |
) |
Waiver of intercompany balance | 7 |
Cost of fundamental reorg | 7 | ( |
) |
Exceptional items | 7 | ( |
) |
(2,994 | ) | 14,629 |
Interest receivable and similar income | 8 |
(2,985 | ) | 14,657 |
Interest payable and similar expenses | 9 |
(LOSS)/PROFIT BEFORE TAXATION | 10 | ( |
) |
Tax on (loss)/profit | 11 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
Prior year adjustment |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
Fine Organics Limited (Registered number: 01532065) |
Balance Sheet |
31 December 2019 |
31.12.19 | 31.12.18 |
as restated |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Owned |
Tangible assets | 13 | 20,089 | 26,966 |
Right-of-use |
Tangible assets | 13, 20 | 406 | 412 |
Investments | 14 |
CURRENT ASSETS |
Stocks | 15 |
Debtors | 16 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 17 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
18 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Share premium |
Capital redemption reserve |
Other reserves - IFRS16 | ( |
) | ( |
) |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on were signed on its behalf by: |
Fine Organics Limited (Registered number: 01532065) |
Statement of Changes in Equity |
for the Year Ended 31 December 2019 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£'000 | £'000 | £'000 |
Balance at 1 January 2018 |
Prior year adjustment | - | - |
As restated |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | - |
Balance at 31 December 2018 | 20,961 |
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 31 December 2019 |
Capital | Other |
redemption | reserves | Total |
reserve | - IFRS16 | equity |
£'000 | £'000 | £'000 |
Balance at 1 January 2018 | ( |
) |
Prior year adjustment | - | - |
As restated | ( |
) |
Changes in equity |
Issue of share capital | - | - |
Total comprehensive income |
Balance at 31 December 2018 | ( |
) |
Changes in equity |
Total comprehensive income | - | - | ( |
) |
Balance at 31 December 2019 | ( |
) |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements |
for the Year Ended 31 December 2019 |
1. | STATUTORY INFORMATION |
Fine Organics Limited (the "Company") is a private company incorporated, domiciled and registered in England |
and Wales, registration number 1532065, the registered address is Seal Sands, Middlesbrough, Cleveland TS2 |
1UB. The Company acts as an investment holding company. |
The presentation currency of the financial statements is the Sterling. All amounts in the financial statements and |
notes have been rounded off to the nearest thousand Sterling Pound, unless otherwise stated. |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The company has taken advantage of the following disclosure exemptions in preparing these financial |
statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
• | the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; |
the requirements of paragraph 58 of IFRS 16; |
• | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
- | paragraph 79(a)(iv) of IAS 1; and |
- | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
• | the requirements of paragraphs 10(d), 10)(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements; |
• | the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
• | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Consolidation |
The Company is a part of a larger group and included in the consolidated financial statements of a parent of |
which the accounts were prepared in an equivalent GAAP. The ultimate parent undertaking Lianhe Chemical |
Technology Co.Limited, is the smallest and largest group to consolidate these financial statements. Therefore, |
the company is exempt, by virtue of section 400 of the Companies Act 2006, from the requirement to prepare |
consolidated financial statements. Group consolidation under Chinese GAAP are available from the website: |
http://www.cninfo.com.cn/new/fulltextSearch?notautosubmit=&keyWord=300662. |
The English version of the consolidated financial statements are available upon request at the address of the |
ultimate parent's registered office: 8 Yongjiao Road, Huangyan Economic Development Zone, Taizhou, Zhejiang |
Province, P.R.China 318020. |
Going concern |
The Company incurred a loss before tax of £3,137K during the year, and had a net current liability of £2,896K at |
the year ended 31 December 2019. The whole UK group relies on its ultimate parent's financial support. The |
directors considered available funding facilities, and concluded that the UK group has sufficient resource for |
next 12 months from the date of signing these financial statements. The financial statements are therefore |
prepared on a going concern basis, without reflecting the material uncertainty existence that may cast significant |
doubt on the company’s ability to continue as a going concern. |
Reclassification of Prior Year Presentation |
Certain prior year amounts have been reclassified for consistency with the current year presentation. |
Turnover |
The Company adopted IFRS 15 "Revenue from contracts with customers" in 2018. IFRS 15 establishes the |
principles that an entity applies when reporting information about the nature, amount, timing and uncertainty of |
revenue and cash flows from a contract with a customer. |
To recognise revenue under IFRS 15, the Company applies the following five steps: |
- identify the contract(s) with a customer. |
- identify the performance obligations in the contract. |
- determine the transaction price, which is normally agreed in advance. |
- allocate the transaction price to each performance obligation on the basis of each stage of product processing, |
which is promised in the contract. |
- recognise revenue when a performance obligation is satisfied. A performance obligation is satisfied at the point |
when a quality control of the product is proved by a customer, and continued for the next process. |
Tangible fixed assets |
Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. The cost includes the |
original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its |
intended use. Depreciation is calculated so as to write off the cost of a fixed asset on a straight line basis over its |
estimated useful economic life, taking into account any contractual relationships, using the following rates: |
Freehold land - not depreciated |
Freehold building - maximum of 25 years |
Plant and machinery - maximum 10 years |
Construction in progress - not deprecated until completion and fully in use |
Stocks |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance |
for obsolete and slow moving items. |
Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax |
rules, using tax rates enacted or substantially enacted by the balance sheet date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance |
sheet date where transactions that result in an obligation to pay more tax in the future or a right to pay less tax in |
the future have occurred at the balance sheet date. An asset is not recognised to the extent that the transfer of |
economic benefits in the future is uncertain. Deferred tax is measured at the average tax rates that are expected to |
apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have |
been substantially enacted by the balance sheet date. Deferred tax assets and liabilities which have been |
recognised have not been discounted. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
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 operating result. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Leases |
Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease |
payments which have not yet been made and subsequently measured under the amortised cost method. The initial |
cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease |
payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or |
dismantling the underlying asset per the conditions of the contract. |
Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use |
asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer |
to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the |
right-of-use asset and the lease term. |
The company leases various equipment and vehicles. Rental contracts are typically made for fixed periods of 3 to |
5 years. If the contracts contain both lease and non-lease components, the Company allocates the consideration |
in the contract to the lease and non-lease components based on their relative stand-alone prices. |
Until the 2018 financial year, leases of equipment and vehicles were classified operating leases. From 1 January |
2019, these leases are recognised as a right-of-use asset and a corresponding liability at the date at which the |
leased asset is available for use by the Company. |
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include |
the net present value of the following lease payments: |
- Fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
- Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the |
commencement date; |
- Amounts expected to be payable by the company under residual value guarantees; |
- The exercise price of a purchase option if the company is reasonably certain to exercise that option; and |
- Payments of penalties for terminating the lease, if the lease term reflects the company exercising that option. |
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily |
determined, which is generally the case for leases in the Company, the lessee's incremental borrowing rate is |
used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset |
of similar value to the right-of-use asset in a similar economic environment with similar terms, security and |
conditions. |
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are |
recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term |
of 12 months or less. |
Employee benefit costs |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension |
scheme are charged to the income statement in the period to which they relate. |
Government grants |
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable |
assurance that the grant conditions will be met and the grants will be received. |
Government grants relating to turnover are recognised as income over the periods when the related costs are |
incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. |
If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's |
carrying amount. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Trade and other debtors |
Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured |
at amortised cost. A provision for impairment of trade receivables is established where there is evidence that the |
company will not be able to collect all amounts due according to the original terms of the debtors. |
Trade and other creditors |
Trade creditors are recognised initially at fair value and subsequently measured at amortised cost using the |
effective interest method. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of the financial statements requires management to make judgements, estimates and assumptions |
that affect the application of the accounting policies and reported amounts of assets and liabilities, revenue and |
expenses. Actual results may differ from these estimates. |
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other |
factors, including expectations of future events that are reasonable under the circumstances. Revisions to |
accounting estimates are recognised in the year in which the estimates are revised and in any future years |
affected. |
a. Useful economic lives of property, plant and equipment |
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful |
economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed |
annually. They are amended when necessary to reflect current estimates, based on technological advancement, |
future investments, economic utilisation and the physical condition of |
the assets. See note 7 for the carrying amount of the property plant and equipment and note 2 for the useful |
economic lives for each class of assets. |
b. Carrying value of stock |
Provision for impairment of the carrying value of the incinerator is considered based on the future cashflow |
applicable to the unit. Provisions for slowing moving, defective or obsolete stock are made based on future |
expectations for sale or use of the stock. |
c. Lease accounting |
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily |
determined, which is generally the case for leases in the Company, the lessee’s incremental borrowing rate is |
used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset |
of similar value to the right-of-use asset in a similar economic environment with similar terms, security and |
conditions. To determine the incremental borrowing rate, the Company applied the borrowing rates of 3% to all |
its leases. |
d. Impairments |
The directors perform impairment reviews on the carrying value of investments, this involves judgement and |
involves the use of estimates and assumptions, particularly in relation to future forecasts and events. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
4. | TURNOVER |
The turnover and loss (2018 - profit) before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by geographical market is given below: |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
United Kingdom |
Europe |
South America |
Rest of world |
5. | OTHER OPERATING INCOME |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Sundry receipts | - | 63 |
Government grants |
6. | EMPLOYEES AND DIRECTORS |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Wages and salaries | 7,618 | 6,994 |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.12.19 | 31.12.18 |
as restated |
Operations | 202 | 184 |
Administration | 19 | 19 |
Research and development | 1 | 10 |
31.12.19 | 31.12.18 |
as restated |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
6. | EMPLOYEES AND DIRECTORS - continued |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
7. | EXCEPTIONAL ITEMS |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Waiver of intercompany balance |
Cost of fundamental reorg | ( |
) |
Exceptional items | ( |
) |
(376 | ) | 21,197 |
During the year, the Company incurred costs of £376K in relation to penalty and relevant legal costs on safety |
breach (2018: £173K in relation to organisational restructuring). |
8. | INTEREST RECEIVABLE AND SIMILAR INCOME |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Deposit account interest |
9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Bank interest |
Leasing |
10. | (LOSS)/PROFIT BEFORE TAXATION |
The loss before taxation (2018 - profit before taxation) is stated after charging: |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Cost of inventories recognised as expense |
Leases | 27 | - |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts or finance leases |
Auditors' remuneration |
Auditors' remuneration for non audit work |
Foreign exchange differences |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
11. | TAXATION |
Analysis of tax expense/(income) |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Current tax: |
Tax |
Deferred tax | ( |
) |
Total tax expense/(income) in statement of comprehensive income | ( |
) |
Factors affecting the tax expense |
The tax assessed for the year is higher (2018 - lower) than the standard rate of corporation tax in the UK. The |
difference is explained below: |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
(Loss)/profit before income tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
(596 |
) |
2,754 |
Effects of: |
Expenses not deductible for tax purposes | 76 | 2 |
Non-taxable income | - | (4,061 | ) |
Group relief not paid for | 160 | 463 |
Adjustments from previous years | (22 | ) | 348 |
Tax rate changes | (168 | ) | 89 |
Deferred tax assets not recognised | 1,979 | - |
Tax expense/(income) | ( |
) |
The Company has an unrecognised deferred tax asset as at 31 December 2019 of £1,663K (2018: £nil). This has |
not been recognised in the financial statements due to uncertainty over the future income streams required from |
the potential asset to be recovered. |
The rate of corporation tax throughout the year was 19%. A reduction to 18%, due to come into effect from 1 |
April 2020, was substantively enacted on 6 September 2016. However, the current government announced that |
this reduction would be put on hold and this was confirmed in the recent Budget on 11 March 2020 and the rate |
will remain at 19% past 1 April 2020. Therefore, deferred taxes at the balance sheet date have been measured |
using the most recent enacted tax rate at 19% and reflected in these financial statements. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
12. | PRIOR YEAR ADJUSTMENT |
Comparative figures have been restated to incorporate the correction of negative goodwill in the prior year |
accounts. Details of the adjustment and effect on the financial statements of the prior year, are provided below: |
Negative goodwill arose on purchase of the trade and assets of Evonik Degussa Seal Sands, hived down from |
Laporte Industries Limited into Fine Organics Limited. However, it was identified that the entire amount of |
negative goodwill should have been recognised through the profit or loss when Lianhe Chemical Technology Co. |
Ltd, a company incorporated and registered in China, acquired and restructured the entire group in 2017. The |
correction of this has had increased the fixed assets by £845K on the prior year accounts. |
As a result of the adjustment, the retained earnings shown in the prior year financial statements of £20,116K, is |
now showing as of £20,961K. |
13. | TANGIBLE FIXED ASSETS |
Freehold | Short | Plant and |
property | leasehold | machinery | Totals |
£'000 | £'000 | £'000 | £'000 |
COST |
At 1 January 2019 |
Additions |
Disposals | ( |
) | ( |
) |
Reclassification/transfer | ( |
) | ( |
) |
At 31 December 2019 |
DEPRECIATION |
At 1 January 2019 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
At 31 December 2018 |
14. | INVESTMENTS |
The investments represent construction work in progress. |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Additions | 441 | - |
Reclassification | 19,131 | - |
19,572 | - |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
15. | STOCKS |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Raw materials |
Work-in-progress |
Finished goods |
16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Trade debtors |
Amounts owed by group undertakings |
Other debtors | 2,171 | 802 |
Tax RDEC | 412 | 517 |
Deferred tax asset |
Prepayments and accrued income |
Included in the amounts owed by group undertakings is an amount of £5,197K due from its fellow subsidiary |
Fine Environmental Services Ltd (2018: due to £957K note 17). |
17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Bank loans and overdrafts (see note 19) |
Other loans (see note 19) |
Leases (see note 19) |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Accruals and deferred income |
Included in the amounts owed to group undertakings is an amount of £41,170K, which is payable on demand and |
interest free. At the year end, an amount of £438K (2018: nil) due to its ultimate parent Lianhe Chemical |
Technology Co. Ltd, £32,922K (2018: £12,752K) and £7,810K (2018: £nil) were due to its intermediate parent |
Lianhetech Holdco Ltd, and immediate parent Lianhetech Europe Ltd, respectively. |
Other loans represent the Company's revolving credit facility. |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Leases (see note 19) |
Accruals and deferred income | 20,429 | 525 |
19. | FINANCIAL LIABILITIES - BORROWINGS |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Current: |
Bank overdrafts |
Revolving credit facility | 1,000 | 1,000 |
Leases (see note 20) | 255 | 227 |
Non-current: |
Leases (see note 20) | 299 | 306 |
Terms and debt repayment schedule |
1 year or |
less | 1-2 years | 2-5 years | Totals |
£'000 | £'000 | £'000 | £'000 |
Revolving credit facility | 1,000 | - | - | 1,000 |
Leases | 255 | 161 | 138 | 554 |
161 | 138 | 1,554 |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
20. | LEASING |
Right-of-use assets |
Tangible fixed assets |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
COST |
At 1 January 2019 | 412 | - |
Additions | 248 | 412 |
660 | 412 |
DEPRECIATION |
Charge for year | 254 | - |
NET BOOK VALUE | 406 | 412 |
Other leases |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Short-term leases | 27 | - |
Lease liabilities |
Minimum lease payments fall due as follows: |
31.12.19 | 31.12.18 |
as restated |
£'000 | £'000 |
Gross obligations repayable: |
Within one year | 255 | 227 |
Between one and five years | 299 | 306 |
554 | 533 |
Finance charges repayable: |
Net obligations repayable: |
Within one year | 255 | 227 |
Between one and five years | 299 | 306 |
554 | 533 |
Fine Organics Limited (Registered number: 01532065) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.19 | 31.12.18 |
value: | as restated |
£'000 | £'000 |
Ordinary | £1 | 1 | 1 |
Total authorised shares were 153,000 in both 2019 and 2018, allotted and fully paid were 1,200 at £1 each. |
22. | PENSION COMMITMENTS |
The Company operates a defined contribution pension scheme. The pension cost charged for the year represents |
contributions payable by the Company to the scheme and amounted to £676K (2018: £648K). There was £89K |
(2018: £74K) outstanding at the end of the financial year. |
23. | RELATED PARTY DISCLOSURES |
See note 6 for disclosure of the directors’ remuneration, notes 16 and 17 for disclosures of balances due from its |
fellow subsidiary and due to its parent companies. |
24. | ULTIMATE CONTROLLING PARTY |
The immediate parent undertaking of the Company is Lianhetech Europe Ltd. |
The intermediate parent undertaking of the Company is Lianhetech Holdco Ltd. |
The ultimate controlling party is Lianhe Chemical Technology Co. Ltd, a company incorporated in P.R. China. |