ROCIALLE_HEALTHCARE_LIMIT - Accounts


Company Registration No. 11965323 (England and Wales)
ROCIALLE HEALTHCARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
ROCIALLE HEALTHCARE LIMITED
COMPANY INFORMATION
Directors
Mr S Loose
(Appointed 10 September 2019)
B Chong Chaisumdet
(Appointed 22 August 2019)
Mr B Sitpaseuth Chen
(Appointed 22 August 2019)
J Lu
(Appointed 22 August 2019)
Z Shen
(Appointed 22 August 2019)
D Xu
(Appointed 22 August 2019)
Mr M Guo
(Appointed 22 November 2019)
Company number
11965323
Registered office
Cwm Cynon Business Park
Mountain Ash
Rhondda Cynon Taf
CF45 4ER
Auditor
Azets
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
UK
CF23 8AB
ROCIALLE HEALTHCARE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Notes to the financial statements
13 - 25
ROCIALLE HEALTHCARE LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 1 -

The directors present the strategic report for the Period ended 31 December 2019.

Review of business and future development

Due to the significant event described below the financial results presented herein represent only 5 months of trading for the company as the business aligned itself with a calendar year reporting period.

Revenue for the year ended 31 December 2019 amounted to £15.4 million. The profit before tax for the year ended 31 December 2019 amounted to £4.9 million. No comparative figures are available since the company (Rocialle Healthcare Limited) was created in April 2019 and has only been trading independently of the Elis group since August 2019.

Through 2019 the business faced challenges due to the continuing volatility in the value of sterling as well the trading and regulatory challenges thrown up by having to plan for the issue of Brexit. The continuing rise in the cost of employment in the UK, as well as cost pressures in the Chinese supply chain have continued to put pressure on gross margins. Activity was put in train to focus on further opportunities in the Chinese supply chain, utilising shareholder knowledge and experience, in order to address some of these challenges. The Directors expect these projects to bear fruit through 2020 trading period.

During this period of change within the business, close attention has been paid to ensuring good quality communications with our established customer and supplier base with the result that there has been little negative feedback concerning the transition into an independent entity in the UK.

Risks and uncertainties

 

Exchange rate risk

The company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The company uses foreign exchange forward contracts and other hedging products as recommended from time to time by its financial advisers to minimise these exposures.

Credit Risk

The company’s principal financial assets are bank balances and cash, trade and other receivables.

The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of allowances for doubtful receivables. An allowance for impairment is made where is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.

The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity Risk

The company is exposed to liquidity risk.

During the current financial year the company has sufficient cash reserves and access to credit that will support the Board’s initiatives to grow international trading opportunities and develop new products and brands.

Commodity price risk

The company is exposed to commodity price risk. The company does not manage its exposure to commodity price risk due to cost benefit considerations.

ROCIALLE HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 2 -
Significant Event

In August 2019, Rocialle Healthcare Ltd (comprising the trading operations of Rocialle and Guardian) was purchased from the Elis group by a wholly owned subsidiary of Zhende Medical Co. Ltd and Multigate Medical Products Ltd.

Zhende, a market leading, Shanghai Exchange listed business, has over 25 years of experience in the design and manufacture of medical products. Employing around 4,000 staff across four manufacturing facilities, Zhende specializes in wound management and supplies surgical and medical consumables to markets in 73 countries around the world.

Multigate Medical Products is a leading Australian manufacturer and supplier of procedure packs and medical consumables for the public and private hospital markets. Headquartered in Sydney, New South Wales, Multigate supplies in excess of 2,500 products and employs over 300 staff, many of whom have had successful nursing and wider healthcare related careers. Like Rocialle, Multigate has gained a market leading position in its home market, having been manufacturing and supplying procedure packs and medical consumables to Australian healthcare providers for over 30 years.

During the course of the 2019 period reported herein the primary focus of the management team was to extricate the business management and systems from that of the previous parent group and to establish robust and reliable systems and processes to support the business in its independent position.

Economic uncertainty

The Director’s note that 2020 has brought significant challenges to the markets within which it operates due to the impact of the Covid-19 pandemic. The Directors have taken action to insulate the core business from the worst of the demand side contraction by actively working with all stakeholders to minimise the long term impact. In addition, the Directors have endeavoured to diversify into the supply of key items with high demand in these unprecedented times, utilising and expanding upon existing supply chain expertise. As a result of these actions the Directors are confident that the business will come through 2020 in a stronger position.

On behalf of the board

Mr S Loose
Director
2 December 2020
ROCIALLE HEALTHCARE LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 3 -

The directors present their annual report and financial statements for the Period ended 31 December 2019.

Principal activities

The principal activity of the company is to design, manufacture, market and distribute high quality medical products to both Acute, and Primary Care settings in the UK and International markets. In so doing the company provides its customers with effective healthcare solutions to improve efficiency and reduce infection.

With over 35 years’ experience in Acute care, the company serves almost every National Health Service Trust in the UK, as well as many private hospital groups, and by closely matching products and services to health providers needs, has gained a market leading position in the supply of Procedure Packs, Medical Packs, Single Use Instruments as well as Single Use Drapes and Gowns and other PPE products.

The company operates under Quality Management Systems externally certified to ISO 13485 and ISO 9001 as well as complying with the requirements of the EU Medical Device Directive.

Directors

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

Mr S Loose
(Appointed 10 September 2019)
B Chong Chaisumdet
(Appointed 22 August 2019)
Mr B Sitpaseuth Chen
(Appointed 22 August 2019)
J Lu
(Appointed 22 August 2019)
Z Shen
(Appointed 22 August 2019)
D Xu
(Appointed 22 August 2019)
Mr M L Franklin
(Resigned 22 August 2019)
Mr R O'brien
(Resigned 22 August 2019)
Mr M South
(Resigned 22 August 2019)
Mr M Guo
(Appointed 22 November 2019)
Results and dividends

The results for the Period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Disabled persons

The company’s policy on job applicants and employees who have or have had a disability, is to carry out a formal review to ensure that, wherever possible, reasonable adjustments can be made to enable them to enter into or remain in employment. Career opportunities, benefits and facilities of employment will not be unreasonably limited and every effort will be made to ensure that disabled staff can participate fully in workplace.

Employee involvement

The Directors are aware of the current guidelines on corporate and social responsibility. They are also cognisant of the benefits that are gained through employees gaining a broader understanding of the business in terms of creating a safe working environment and creating long term sustainability. The business has invested in the Health and Safety team and continues to focus on making the company’s premises a safe environment for all stakeholders.

The company consults and discusses with employees matters that are likely to affect them, as well as keeping them informed or wider factors affecting the business through briefings, the company intranet and notices.

Auditor

Azets were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

ROCIALLE HEALTHCARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 4 -
Energy and carbon report

No information is included regarding the disclosure of the greenhouse gas emissions, energy consumption and energy efficiency actions of the business. It is the first period in which the company has met the large company threshold and so has taken the exemption available to it.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 UK 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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr S Loose
Director
2 December 2020
ROCIALLE HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROCIALLE HEALTHCARE LIMITED
- 5 -
Opinion

We have audited the financial statements of Rocialle Healthcare Limited (the 'company') for the Period ended 31 December 2019 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

  •     give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its profit for the Period 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

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

  • the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 our audit:

  • the information given in the strategic report and the directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and

  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

ROCIALLE HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROCIALLE HEALTHCARE LIMITED
- 6 -
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 and the directors' report.

 

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 directors' responsibilities statement, 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 is 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.

Auditor's 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 an auditor’s report 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: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

ROCIALLE HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROCIALLE HEALTHCARE LIMITED
- 7 -

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 an auditor's report 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.

Ian Thomas BSc FCA DChA (Senior Statutory Auditor)
for and on behalf of Azets Audit Services
4 December 2020
Accountants
Statutory Auditor
Ty Derw
Lime Tree Court
Cardiff
Cardiff Gate Business Park
CARDIFF
UK
CF23 8AB
ROCIALLE HEALTHCARE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 8 -
Period
ended
31 December
2019
Notes
£
Turnover
2
15,396,806
Cost of sales
(12,857,816)
Gross profit
2,538,990
Administrative expenses
(3,768,199)
Other operating income
7,702
Exceptional item
3
6,135,256
Operating profit
4
4,913,749
Interest payable and similar expenses
7
(8,736)
Profit before taxation
4,905,013
Tax on profit
8
240,700
Profit for the financial Period
5,145,713

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ROCIALLE HEALTHCARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 9 -
Period
ended
31 December
2019
£
Profit for the Period
5,145,713
Other comprehensive income
-
Total comprehensive income for the Period
5,145,713
ROCIALLE HEALTHCARE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2019
31 December 2019
- 10 -
2019
Notes
£
£
Fixed assets
Negative goodwill
9
(7,343,144)
Tangible assets
10
7,808,499
Current assets
Stocks
11
10,456,163
Debtors
12
6,972,140
Cash at bank and in hand
2,075,151
19,503,454
Creditors: amounts falling due within one year
13
(14,734,424)
Net current assets
4,769,030
Total assets less current liabilities
5,234,385
Creditors: amounts falling due after more than one year
14
(5,249)
Provisions for liabilities
17
(83,323)
Net assets
5,145,813
Capital and reserves
Called up share capital
20
100
Profit and loss reserves
5,145,713
Total equity
5,145,813
The financial statements were approved by the board of directors and authorised for issue on 2 December 2020 and are signed on its behalf by:
Mr S Loose
Director
Company Registration No. 11965323
ROCIALLE HEALTHCARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 31 December 2019:
Profit and total comprehensive income for the period
-
5,145,713
5,145,713
Issue of share capital
20
100
-
100
Balance at 31 December 2019
100
5,145,713
5,145,813
ROCIALLE HEALTHCARE LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 12 -
2019
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(7,482,572)
Interest paid
(8,736)
Net cash outflow from operating activities
(7,491,308)
Investing activities
Purchase of intangible assets
7,547,210
Purchase of tangible fixed assets
(8,012,566)
Net cash used in investing activities
(465,356)
Financing activities
Proceeds from issue of shares
100
Proceeds from borrowings
10,000,000
Payment of finance leases obligations
26,377
Net cash generated from/(used in) financing activities
10,026,477
Net increase in cash and cash equivalents
2,069,813
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
2,069,813
Relating to:
Cash at bank and in hand
2,075,151
Bank overdrafts included in creditors payable within one year
(5,338)
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 13 -
1
Accounting policies
Company information

Rocialle Healthcare Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cwm Cynon Business Park, Mountain Ash, Rhondda Cynon Taf, CF45 4ER.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Reporting period

The company was incorporated on the 26 April 2019 and commenced trading on the 1 August 2019. As a result the company's reporting period is less than one year and there are no comparative amounts to disclose.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets - goodwill

Negative goodwill is included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
50 years straight line
Plant and equipment
5-10 years straight line
Fixtures and fittings
25 years straight line
Computers
3-5 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 15 -
1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 16 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 18 -
1.16

Exceptional items

Items that are non-recurring or irregular, and material in size or non-operating in nature are presented as exceptional items in the income statement. The Directors are of the opinion that separate recording of exceptional items provides helpful information about the Company's underlying business performance.

2
Turnover and other revenue
2019
£
Turnover analysed by class of business
15,396,806
2019
£
Turnover analysed by geographical market
United Kingdom
14,436,838
Europe
686,847
Rest of the world
273,121
15,396,806
3
Exceptional item
2019
£
Expenditure
Negative goodwill
(6,135,256)

Negative goodwill represents the excess value of the monetary assets purchased over the consideration paid for the trade and assets of Rocialle and Guardian Single Use.

4
Operating profit
2019
Operating profit for the period is stated after charging/(crediting):
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
116,940
Fees payable to the company's auditor for the audit of the company's financial statements
18,500
Depreciation of owned tangible fixed assets
204,067
Release of negative goodwill
(204,066)
Operating lease charges
154,848
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 19 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the Period was:

2019
Number
Administrative
94
Production
279
Sales and Distribution
110
Total
483

Their aggregate remuneration comprised:

2019
£
Wages and salaries
4,495,296
Social security costs
200,160
Pension costs
118,026
4,813,482
6
Directors' remuneration
2019
£
Remuneration for qualifying services
52,652
Company pension contributions to defined contribution schemes
5,000
57,652

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.

7
Interest payable and similar expenses
2019
£
Other finance costs:
Interest on finance leases and hire purchase contracts
8,736
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 20 -
8
Taxation
2019
£
Deferred tax
Origination and reversal of timing differences
(240,700)

The actual (credit)/charge for the Period can be reconciled to the expected charge/(credit) for the Period based on the profit or loss and the standard rate of tax as follows:

2019
£
Profit before taxation
4,905,013
Expected tax charge based on the standard rate of corporation tax in the UK of 019%
931,952
Tax effect of expenses that are not deductible in determining taxable profit
3,501
Tax effect of income not taxable in determining taxable profit
(1,204,470)
Rate changes
28,317
Taxation credit for the period
(240,700)
9
Intangible fixed assets
Negative goodwill
£
Cost
At 1 August 2019
-
Additions
(7,547,210)
At 31 December 2019
(7,547,210)
Amortisation and impairment
At 1 August 2019
-
Amortisation charged for the Period
(204,066)
At 31 December 2019
(204,066)
Carrying amount
At 31 December 2019
(7,343,144)

Negative goodwill is being written back on a straight line basis over a period of 15 years which is equal to the weighted average period over which the related non-monetary assets of the acquired business are being depreciated.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 21 -
10
Tangible fixed assets
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 August 2019
-
-
-
-
-
Additions
-
36,409
8,750
420,197
465,356
Business combinations
6,318,304
975,956
89,474
163,476
7,547,210
At 31 December 2019
6,318,304
1,012,365
98,224
583,673
8,012,566
Depreciation and impairment
At 1 August 2019
-
-
-
-
-
Depreciation charged in the Period
41,637
78,696
12,803
70,931
204,067
At 31 December 2019
41,637
78,696
12,803
70,931
204,067
Carrying amount
At 31 December 2019
6,276,667
933,669
85,421
512,742
7,808,499

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts. The depreciation charge is respect of such assets amounted to £5,945

2019
£
Plant and equipment
15,721
11
Stocks
2019
£
Finished goods and goods for resale
10,456,163
12
Debtors
2019
Amounts falling due within one year:
£
Trade debtors
5,766,714
Other debtors
368,404
Prepayments and accrued income
512,999
6,648,117
Deferred tax asset (note 18)
324,023
6,972,140
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 22 -
13
Creditors: amounts falling due within one year
2019
Notes
£
Bank loans and overdrafts
15
5,338
Obligations under finance leases
16
21,128
Other borrowings
15
10,000,000
Trade creditors
2,780,571
Taxation and social security
271,831
Other creditors
186,634
Accruals and deferred income
1,468,922
14,734,424
14
Creditors: amounts falling due after more than one year
2019
Notes
£
Obligations under finance leases
16
5,249
15
Loans and overdrafts
2019
£
Bank overdrafts
5,338
Loans from group undertakings
10,000,000
10,005,338
Payable within one year
10,005,338

The loans have been made to the company by group undertakings. No interest is chargeable on the loans and they are repayable in less than one year.

16
Finance lease obligations
2019
Future minimum lease payments due under finance leases:
£
Within one year
21,128
In two to five years
5,249
26,377
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
16
Finance lease obligations
(Continued)
- 23 -

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

17
Provisions for liabilities
2019
Notes
£
Deferred tax liabilities
18
83,323
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Assets
2019
2019
Balances:
£
£
Accelerated capital allowances
(120,053)
-
Tax losses
-
321,781
Revaluations
203,376
-
Other short term timing differences
-
2,242
83,323
324,023
2019
Movements in the Period:
£
Liability at 1 August 2019
-
Credit to profit or loss
(240,700)
Asset at 31 December 2019
(240,700)

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilization of tax losses against future expected profits of the same period. The deferred tax liability set out above is not expected to mature within the same periodd.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 24 -
19
Retirement benefit schemes
2019
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
118,026

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2019
£
Ordinary share capital
Issued and fully paid
100 Ordinary shares of £1 each
100
21
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2019
£
Within one year
303,331
Between two and five years
267,200
In over five years
180,268
750,799
22
Related party transactions
Transactions with related parties

During the Period the company entered into the following transactions with related parties:

Zhende Medical Co. Ltd is the 100% owner of New Beginnings Investment (Hong Kong) Co Ltd. New Beginnings Investment (Hong Kong) Co Ltd owns 55% of the issued share capital of Rocialle Healthcare Ltd.

 

Multigate Medical Products UK Ltd owns 45% of the issued share capital of Rocialle Healthcare Limited.

 

During 2019, purchases were made from Zhende Medical Co. Ltd of £967,264. The related payable at the year end was £346.

 

The company was also in receipt of loans this year to facilitate the purchase of the business trade and assets of Rocialle and Guardian Single Use. £5,500,000 was advanced to the company from New Beginnings Investment (Hong Kong) Co Ltd during the year of which the whole balance remained outstanding at the period end. £4,500,000 was advanced to the company from Multigate Medical Products UK Ltd during the year of which the whole balance remained outstanding at the period end. No interest is chargeable on the loans and the amounts are repayable in less than one year. The amounts outstanding are included within other borrowings

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 25 -
23
Ultimate controlling party

The immediate parent undertaking is New Beginning Investment (Hong Kong) Co. Ltd, a company incorporated in Hong Kong.

 

The ultimate parent undertaking that draws up the consolidated financial statements for the smallest and largest group of which Rocialle Healthcare Ltd is included is Zhende Medical Co. Ltd . The consolidated financial statements are available from the registered office. The registered office of Zhende Medical Co. Ltd is Gaobei Industrial Zone, Gaobu Town, Shaoxing, 312035 China.

24
Cash absorbed by operations
2019
£
Profit for the Period after tax
5,145,713
Adjustments for:
Taxation credited
(240,700)
Finance costs
8,736
Amortisation and impairment of intangible assets
(204,066)
Depreciation and impairment of tangible fixed assets
204,067
Movements in working capital:
Increase in stocks
(10,456,163)
Increase in debtors
(6,648,117)
Increase in creditors
4,707,958
Cash absorbed by operations
(7,482,572)
25
Analysis of changes in net debt
1 August 2019
Cash flows
31 December 2019
£
£
£
Cash at bank and in hand
-
2,075,151
2,075,151
Bank overdrafts
-
(5,338)
(5,338)
-
2,069,813
2,069,813
Borrowings excluding overdrafts
-
(10,000,000)
(10,000,000)
Obligations under finance leases
-
(26,377)
(26,377)
-
(7,956,564)
(7,956,564)
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