Andover Limited - Limited company accounts 20.1

REGISTERED NUMBER: 03470406 (England and Wales)

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

ANDOVER LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTOR:

S N Ghelani

REGISTERED OFFICE:

7 St John's Road

Harrow

Middlesex

HA1 2EY

REGISTERED NUMBER:

03470406 (England and Wales)

AUDITORS:

Macalvins Limited

Chartered Accountants

and Statutory Auditors

7 St John's Road

Harrow

Middlesex

HA1 2EY

The director presents his 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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

V Cheshire held office from 1 January 2019 until after 31 December 2019 but prior to the date of this report.

S N Ghelani was appointed as a director after 31 December 2019 but prior to the date of this report.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an investment holding company.

GOING CONCERN

The director has reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. accordingly, he has adopted the going concern basis in preparing these financial statement

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is 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 he 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, Macalvins Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S N Ghelani - Director

18 June 2021

Opinion

We have audited the financial statements of Andover Limited (the 'company') for the year ended 31 December 2019 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 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 attention to note 11 to the financial statements, which indicates that the company is in a net current liability position as at 31 December 2019 and that the parent company is unable to give a firm commitment that it will not seek repayment within the next twelve months of all or part of a loan owed to it. As a result, should the parent company seek repayment of the loan, the company would not have the financial resources to continue as a going concern. As stated in note 11, 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.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

Colin D. Ford (Senior Statutory Auditor)

for and on behalf of Macalvins Limited

Chartered Accountants

and Statutory Auditors

7 St John's Road

Harrow

Middlesex

HA1 2EY

18 June 2021

TURNOVER

-

Administrative expenses

(14,234

)

25,862

OPERATING PROFIT/(LOSS)

4

14,234

(25,862

)

Interest receivable and similar income

44,925

44,049

59,159

18,187

Impairment of investments

180,000

-

(LOSS)/PROFIT BEFORE TAXATION

(120,841

)

18,187

Tax on (loss)/profit

-

(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(120,841

)

18,187

FIXED ASSETS

Investments

5

193,813

373,813

CURRENT ASSETS

Debtors

6

768,826

770,132

Cash at bank

927

985

769,753

771,117

CREDITORS

Amounts falling due within one year

7

1,218,834

1,279,357

NET CURRENT LIABILITIES

(449,081

)

(508,240

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(255,268

)

(134,427

)

CAPITAL AND RESERVES

Called up share capital

1,000

Retained earnings

(256,268

)

(135,427

)

(255,268

)

(134,427

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 18 June 2021 and were signed by:

S N Ghelani - Director

1.	STATUTORY INFORMATION

Andover Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Cash and cash equivalents

Cash and cash equivalents include monies held in bank accounts

Fixed asset investments

Fixed asset investments are recorded at cost and reviewed for any permanent diminution in value.

Debtors

Short term debtors are measured at transaction price less any impairment.

Creditors

Short term creditors are measured at the transaction price.

Going concern

Where total liabilities exceed current assets the director considers the ability of the company to meet its liabilities from liquid assets when they fall due. The director also considers the support given to the company by its subsidiary, group members and creditors.

If the director is of the opinion that the company can meet its liabilities as they fall due, and has sufficient support from its subsidiary, group members and creditors, the financial statements are prepared on a going concern basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2018 - NIL).

4.	OPERATING PROFIT/(LOSS)

The operating profit (2018 - operating loss) is stated after charging/(crediting):

2019

2018

£

Auditors' remuneration

8,892

3,083

Auditors' remuneration - non audit services

2,964

-

Foreign exchange differences

(26,321

)

6,280

5.	FIXED ASSET INVESTMENTS

Investment

in

Subsidiary

Compa ny

£

COST

At 1 January 2019

and 31 December 2019

373,813

PROVISIONS

Provision for year

180,000

At 31 December 2019

180,000

NET BOOK VALUE

At 31 December 2019

193,813

At 31 December 2018

373,813

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Andover Promociones de Baleares SL

Registered office: Spain

Nature of business: Hotel refurbishment

%

Class of shares:

holding

Ordinary shares

100.00

2019

2018

£

Aggregate capital and reserves

190,434

401,139

Loss for the year

(205,705

)

(15,027

)

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Amounts owed by group undertakings

723,901

726,083

Other debtors

44,925

44,049

768,826

770,132

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Trade creditors

22,474

19,244

Amounts owed to group undertakings

1,179,924

1,252,534

Other creditors

16,436

7,579

1,218,834

1,279,357

8.	RELATED PARTY DISCLOSURES

At December 2019, Andover Limited was owed £723,901 (2018: £726,083) by Andover Promociones de Baleres, the 100% subsidiary of the company. Interest of 6% per annum is receivable on the total amount of the intercompany loan amounted to £44,925 for the year (2018: £44,049). As at 31 December 2019 interest totalling £44,925 was due to the company (2018: £44,049) and is included in other debtors.

At 31 December 2019 Andover Limited owed Phoenix Hotel Investment Limited , its parent company £1,179,924 (2018: £1,252,534). Amounts owed to the parent company are interest free with no fixed terms of repayment and are repayable on demand.

9.	POST BALANCE SHEET EVENTS

There were no significant events after the reporting year to be adjusted or reported in the financial statements.

10.	ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking is Phoenix Hotel Investment Limited, incorporated in Malta.

The ultimate controlling party is Financial Trustees Limited of British Virgin Islands in its capacity as Trustee of the Atlantic Trust.

11.	GOING CONCERN

The financial statements have been prepared on a going concern basis notwithstanding the fact that the company had net current liabilities of £449,081 at 31 December 2019 (2018: £508,240).

Within creditors is a loan from the parent company of £1,179,924 (2018: £1,252,534). The loan is repayable on demand. Whilst the parent company has given no indication that it will seek repayment of the loan, it is unable to give a firm commitment that it will not seek repayment of all or part of the loan within the next twelve months.

In the event that the parent company were to seek repayment of the loan, the company would have insufficient financial resources to continue as a going concern.

These conditions indicate the existence of a material uncertainty, which may cast significant doubt on the company's ability to continue as a going concern. The financial statements do not include adjustments that would result if the company were unable to continue as a going concern.

The director is of the opinion that the parent company will not seek repayment of the loan but considers that in the event that the parent company were to seek repayment of all or part of the loan, the company would be able to draw on support from its subsidiary and other parties within or connected to the group. Accordingly, the financial statements have been prepared on a going concern basis.