Siem Shipowning RoRo Limited - Limited company accounts 20.1

REGISTERED NUMBER: 02669815 (England and Wales)

SIEM SHIPOWNING RORO LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Other Comprehensive Income

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

C S S Bondi

K Ross

SECRETARY:

C S S Bondi

REGISTERED OFFICE:

40 Brighton Road

Sutton

SM2 5BN

REGISTERED NUMBER:

02669815 (England and Wales)

SENIOR STATUTORY AUDITOR:

Robin Lloyd

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

The directors present their report with the financial statements of the company for the year ended 31 December 2021.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report.

C S S Bondi

K Ross

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Rothmans Audit LLP, 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:

C S S Bondi - Director

18 August 2022

Opinion

We have audited the financial statements of Siem Shipowning RoRo Limited (the 'company') for the year ended 31 December 2021 which comprise the Income Statement, Other Comprehensive Income, 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 2021 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 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; or

-	the directors were 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 Directors.

Responsibilities of directors

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework and in relation to the company's shipping activities.

Understanding how the company is complying with those regulations by making enquiries of management and those responsible for legal and compliance procedures, including discussions on risk of litigation and known incidences of non-compliance. We corroborated our enquiries through our review of board minutes and relevant correspondence.

Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas as estimates and judgements used by management in accounting for long-term contracts and related balances. The risk was addressed by ensuring audit procedures assessed reasonableness of estimates used by obtaining corroborative evidence, as well as considering what could be non-corroborative.

Assessing the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussing with management susceptibility to fraud, considering performance targets and how this may influence results, and assessing the internal control environment. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included assessing the appropriateness of presentation of separately disclosed items and testing manual journals. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

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.

Robin Lloyd (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

19 August 2022

TURNOVER

3,149,503

25,000

Cost of sales

2,117,264

-

GROSS PROFIT

1,032,239

25,000

Administrative expenses

125,736

831

OPERATING PROFIT

4

906,503

24,169

Interest receivable and similar income

-

330,669

906,503

354,838

Interest payable and similar expenses

5

1,068,986

451

(LOSS)/PROFIT BEFORE TAXATION

(162,483

)

354,387

Tax on (loss)/profit

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(162,483

)

354,387

(LOSS)/PROFIT FOR THE YEAR

(162,483

)

354,387

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(162,483

)

354,387

CURRENT ASSETS

Stocks

65,754

-

Debtors

6

2,146,055

11,312,110

Cash at bank

1,201,602

80,377

3,413,411

11,392,487

CREDITORS

Amounts falling due within one year

7

3,575,752

597,913

NET CURRENT (LIABILITIES)/ASSETS

(162,341

)

10,794,574

TOTAL ASSETS LESS CURRENT LIABILITIES

(162,341

)

10,794,574

CAPITAL AND RESERVES

Called up share capital

8

141

141

Retained earnings

9

(162,482

)

10,794,433

SHAREHOLDERS' FUNDS

(162,341

)

10,794,574

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 Board of Directors and authorised for issue on 18 August 2022 and were signed on its behalf by:

C S S Bondi - Director

1.	COMPANY INFORMATION

Siem Shipowning RoRo Limited was incorporated on 10 December 1991 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of Siem Shipowning RoRo Limited is that of sea and coastal freight water transport. The address of its registered office is 40 Brighton Road, Sutton, SM2 5BN.

With effect from 30 June 2021, the name of the company was changed from Star Reefers Trading Limited to Siem Shipowning RoRo Limited.

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" and the Companies Act 2006. The financial statements have been prepared under the historic cost convention.

The company's functional and presentation currency is US Dollars.

Turnover

Turnover consists of freight revenue on time-charter basis from voyage charters and time charters. Turnover is derived from ordinary activities, and is stated after trade discounts, other sales taxes and net of VAT.

Income and expenses related to voyages of vessels have been accrued on the basis of the number of days the voyage lasted in the fiscal year. A voyage is defined as starting after unloading from the previous voyage. Expenses in connection with freight-seeking days are expensed as incurred. Income and expenses relating to the pool are included in the accounts on a net basis.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Investments in participating interests

Investments in participating interests are recognised at cost.

Income tax

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

Deferred tax

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

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

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

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date. All gains or losses on translation are included in other comprehensive income. All gains or losses arising from normal trading activities are included in the Income Statement.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Interest payable

Interest payable is charged to the Income Statement and relates to interest charged on a guarantee fee.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The directors do not consider there to be any significant judgements or estimates.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2020 - NIL).

4.	OPERATING PROFIT

The operating profit is stated after charging:

2021

2020

$

$

Auditors remuneration

9,300

5,500

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2021

2020

$

$

Other interest payable

1,065,818

-

Bank interest payable

3,168

451

1,068,986

451

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

$

$

Trade debtors

81,534

404,476

Amounts owed by group undertakings

2,229

10,739,875

VAT

5,009

17

Prepayments and accrued income

2,057,283

167,742

2,146,055

11,312,110

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

$

$

Trade creditors

144,101

9,545

Amounts owed to group undertakings

3,239,657

18,987

Accruals and deferred income

191,994

569,381

3,575,752

597,913

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

$

$

100

Ordinary Shares

£1

141

141

Each share is entitled to one vote in any circumstances. Each share is entitled pari passu to dividend payments or any other distribution. Each share is entitled pari passu to participate in a distribution arising from a winding up of the company.

9.

RESERVES

Retained

earnings

$

At 1 January 2021

10,794,433

Deficit for the year

(162,483

)

Dividends

(10,794,432

)

At 31 December 2021

(162,482

)

Retained earnings includes all current and prior period retained profits and losses.

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, Siem Shipowning RoRo Limited made purchases totalling $3,100,770 (2020: $Nil) to non-wholly owned subsidiaries within the group. The balance outstanding at the year end of $1,541,357 (2020: $Nil) is included within 'Creditors: Amounts falling due within one year'.

A related party has provided a guarantee to the Company covering any liabilities, costs, and losses incurred in its operations. A charge of 0.5% on the guaranteed amount is charged each year by the related party for providing the guarantee. The total amount charged in 2021 is $1,065,818 (2020: $0).

11.	ULTIMATE PARENT COMPANY

The immediate parent Company is Siem Shipowning Inc. (a company incorporated in the Cayman Islands and tax resident of the United Kingdom). Siem Industries S.A. is the majority shareholder of Siem Shipowning Inc. and is controlled by Kristian Siem. Copies of the publicly available consolidated financial statements can be obtained from Siem Shipowning Inc, 40 Brighton Road, Sutton, SM2 5BN, United Kingdom.