NOIRA_ENERGY_PLC - Accounts


Company Registration No. 08314685 (England and Wales)
NOIRA ENERGY PLC
ANNUAL REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2014
NOIRA ENERGY PLC
COMPANY INFORMATION
Directors
Mr A T Glapiak
Mr M Wehner
Secretary
T&H Secretarial Services Ltd
Company number
08314685
Registered office
3 Bunhill Row
London
EC1Y 8YZ
Auditors
Whitley Stimpson Limited
29-31 Castle Street
High Wycombe
Bucks
HP13 6RU
Business address
64 Knightsbridge
London
SW1X 7JF
NOIRA ENERGY PLC
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 5
Profit and loss account
6
Balance sheet
7
Cash flow statement
8
Notes to the cash flow statement
9
Notes to the financial statements
10 - 13
NOIRA ENERGY PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 1 -
The directors present the strategic report and financial statements for the year ended 30 November 2014.
Review of the business

The company was incorporated on 30th November 2012 to invest in operating companies in the energy, natural resources and agriculture sector but has not yet commenced these activities.

 

No business has yet been transacted.

The principal risks and uncertainties facing the company are the risk of making investments which ultimately might fail and result in loss of capital. However, no investments have yet been made.

The company has not yet transacted business but continues to seek opportunities.

No Key Performance Indicators have yet been determined as this will depend on the companies invested in.

On behalf of the board
Mr M Wehner
Director
23 May 2015
NOIRA ENERGY PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 2 -
The directors present their report and financial statements for the year ended 30 November 2014.
Results and dividends
The results for the year are set out on page 6.
Post balance sheet events

There have been no post balance sheets since the year-end requiring disclosure.

Future developments

There have been no events since the year-end requiring disclosure.

Directors
The following directors have held office since 1 December 2013:
Mr A T Glapiak
Mr M Wehner
Auditors

The auditors, Whitley Stimpson Limited, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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.
NOIRA ENERGY PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 3 -
Statement of disclosure to auditors
So far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware. Additionally, the directors 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 auditors are aware of that information.
On behalf of the board
Date:
23 May 2015
Mr M Wehner
Director
NOIRA ENERGY PLC
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF NOIRA ENERGY PLC
- 4 -

We have audited the financial statements of Noira Energy Plc for the year ended 30 November 2014 set out on pages 6 to 13. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

 

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 auditors' 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.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on pages 2 - 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 30 November 2014 and of its profit 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. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

-

give a true and fair view of the state of the company's affairs as at 30 November 2014 and of its profit 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

NOIRA ENERGY PLC
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF NOIRA ENERGY PLC
- 5 -
Matters on which we are required to report by exception
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.
Date:
27 May 2015
Jonathan Walton ACA FCCA (Senior Statutory Auditor)
for and on behalf of Whitley Stimpson Limited
Chartered Accountants
Statutory Auditor
29-31 Castle Street
High Wycombe
Bucks
HP13 6RU
NOIRA ENERGY PLC
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 6 -
2014
2013
Notes
£
£
Administrative expenses
3,702
(23,469)
Other operating income
26
-
Operating profit/(loss)
2
3,728
(23,469)
Other interest receivable and similar income
3
1
-
Profit/(loss) on ordinary activities before taxation
3,729
(23,469)
Tax on profit/(loss) on ordinary activities
4
-
-
Profit/(loss) for the year
9
3,729
(23,469)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There are no recognised gains and losses other than those passing through the profit and loss account.
NOIRA ENERGY PLC
BALANCE SHEET
AS AT
30 NOVEMBER 2014
30 November 2014
- 7 -
2014
2013
Notes
£
£
£
£
Fixed assets
Tangible assets
5
726
1,342
Current assets
Debtors
6
6,654
605,636
Cash at bank and in hand
599,251
71,511
605,905
677,147
Creditors: amounts falling due within one year
7
(8,367)
(83,954)
Net current assets
597,538
593,193
Total assets less current liabilities
598,264
594,535
Capital and reserves
Called up share capital
8
618,004
618,004
Profit and loss account
9
(19,740)
(23,469)
Shareholders'  funds
10
598,264
594,535
Approved by the Board and authorised for issue on 23 May 2015
Mr A T Glapiak
Mr M Wehner
Director
Director
Company Registration No. 08314685
NOIRA ENERGY PLC
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 8 -
2014
2013
£
£
£
£
Net cash inflow/(outflow) from operating activities
(25,844)
(9,811)
Returns on investments and servicing of finance
Interest received
1
-
Net cash inflow/(outflow) for returns on investments and servicing of finance
1
-
Capital expenditure
Payments to acquire tangible assets
280
(1,678)
Net cash inflow/(outflow) for capital expenditure
280
(1,678)
Net cash inflow/(outflow) before management of liquid resources and financing
(25,563)
(11,489)
Financing
Issue of ordinary share capital
605,636
12,368
Parent company loan
(70,085)
70,085
Net cash (outflow)/inflow from financing
535,551
82,454
Increase in cash in the year
509,988
70,964
NOIRA ENERGY PLC
NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 9 -
1
Reconciliation of operating profit/(loss) to net cash inflow from operating activities
2014
2013
£
£
Operating profit/(loss)
3,730
(23,469)
Depreciation of tangible assets
336
336
Decrease/(increase) in debtors
(6,654)
-
(Decrease)/Increase in creditors within one year
(5,503)
13,869
Net effect of foreign exchange differences
(17,753)
(547)
Net cash outflow from operating activities
(25,844)
(9,811)
2
Analysis of net funds
1 December 2013
Cash flow
Other non-cash changes
30 November 2014
£
£
£
£
Net cash:
Cash at bank and in hand
71,511
509,988
17,752
599,251
Bank deposits
-
-
-
-
Net funds
71,511
509,988
17,752
599,251
3
Reconciliation of net cash flow to movement in net funds
2014
2013
£
£
Increase in cash in the year
509,988
70,964
Net effect of foreign exchange differences
17,752
547
Movement in net funds in the year
527,740
71,511
Opening net funds
71,511
-
Closing net funds
599,251
71,511
NOIRA ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 10 -
1
Accounting policies
1.1
Accounting convention
The financial statements are prepared under the historical cost convention.
1.2
Compliance with accounting standards
The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).
1.3
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:
Fixtures, fittings & equipment
20% straight line
1.4
Deferred taxation
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes.  The deferred tax balance has not been discounted.
1.5
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
2
Operating profit/(loss)
2014
2013
£
£
Operating profit/(loss) is stated after charging:
Depreciation of tangible assets
336
336
and after crediting:
Profit on foreign exchange transactions
(17,752)
(547)
Auditors' remuneration
Fees payable to the company's auditor for the audit of the company's annual accounts
4,002
5,999
VAT Returns
847
-
4,849
5,999
3
Investment income
2014
2013
£
£
Bank interest
1
-
1
-
NOIRA ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 11 -
4
Taxation
2014
2013
£
£
Total current tax
-
-
Factors affecting the tax charge for the year
Profit/(loss) on ordinary activities before taxation
3,729
(23,469)
Profit/(loss) on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 20.00% (2013 - 20.00%)
746
(4,694)
Effects of:
Non deductible expenses
537
2,662
Depreciation add back
67
67
Tax losses utilised
(1,350)
(2,729)
(746)
-
Current tax charge for the year
-
0
-
The company has estimated losses of £ 4,750 (2013 - £ 11,499) available for carry forward against future trading profits.
5
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 December 2013 & at 30 November 2014
1,398
Depreciation
At 1 December 2013
336
Charge for the year
336
At 30 November 2014
672
Net book value
At 30 November 2014
726
At 30 November 2013
1,342
NOIRA ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 12 -
6
Debtors
2014
2013
£
£
Called up share capital not paid
-
605,636
Other debtors
6,337
-
Prepayments and accrued income
317
-
6,654
605,636
7
Creditors: amounts falling due within one year
2014
2013
£
£
Trade creditors
2,842
5,469
Amounts owed to parent and fellow subsidiary undertakings
-
70,085
Accruals and deferred income
5,525
8,400
8,367
83,954
8
Share capital
2014
2013
£
£
Allotted, issued
Allotted, issued and fully paid: £618,004
618,004
618,004
(2013 : Allotted, issued and unpaid: £605,636)
(2013 : Allotted, issued and paid: £12,368)
618,004
618,004
9
Statement of movements on profit and loss account
Profit
and loss
account
£
Balance at 1 December 2013
(23,469)
Profit for the year
3,729
Balance at 30 November 2014
(19,740)
NOIRA ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2014
- 13 -
10
Reconciliation of movements in Shareholders' funds
2014
2013
£
£
Profit/(Loss) for the financial year
3,729
(23,469)
Proceeds from issue of shares
-
618,004
Net addition to shareholders' funds
3,729
594,535
Opening Shareholders' funds
594,535
-
Closing Shareholders' funds
598,264
594,535
11
Employees
Number of employees
There were no employees during the year apart from the directors.
12
Control

The ultimate parent company is Herrington Enterprises Limited, a BVI Business incorporated in the British Virgin Islands with company number 1735870. Copies of their accounts can be obtained from their registered office which is PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.is Herrington Enterprises Limited, a BVI Business incorporated in the British Virgin Islands with company number 1735870. Copies of their accounts can be obtained from their registered office which is PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

13
Related party relationships and transactions

During the previous year, the company received a loan from it's parent company Herrington Enterprises Ltd. This was repaid in full during the current year.

 

As at 30th November 2014, there was an amount of £NIL (2013 : £70,085) owing to Herrington Enterprises Ltd shown in parent company loans within creditors amounts due in less than one year.

 

There are no other transactions requiring disclosure under FRS 8.

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