Petrochemical Commercial Company (UK) Li - Limited company accounts 11.7

REGISTERED NUMBER: 02647333 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 22 September 2014

for

Petrochemical Commercial Company (UK)

Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

A Samimi

M Tehrani Safa

REGISTERED OFFICE:

24 Grosvenor Gardens

London

SW1W 0DH

REGISTERED NUMBER:

02647333 (England and Wales)

AUDITORS:

Roberts & Partners

4 Dancastle Court

14 Arcadia Ave

London

N3 2JU

The directors present their report with the financial statements of the company for the year ended 22 September 2014.

DIRECTORS

The directors shown below have held office during the whole of the period from 23 September 2013 to the

date of this report.

A Samimi

M Tehrani Safa

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, Roberts & Partners, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act

2006 relating to small companies.

BY ORDER OF THE BOARD:

A Samimi - Director

21 July 2015

We have audited the financial statements of Petrochemical Commercial Company (UK) Limited for the year

ended 22 September 2014 on pages six to twelve. 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 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.

Respective responsibilities of directors and auditors

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. 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 Report of

the Directors 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 22 September 2014 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion 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.

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; 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.

Farhad Dizadji (Senior Statutory Auditor)

for and on behalf of Roberts & Partners

4 Dancastle Court

14 Arcadia Ave

London

N3 2JU

22 July 2015

TURNOVER

-

35

Administrative expenses

131,938

131,047

OPERATING LOSS

4

(131,938

)

(131,012

)

Interest receivable and similar income

3,893

4,473

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

(128,045

)

(126,539

)

Tax on loss on ordinary activities

5

(22

)

(108

)

LOSS FOR THE FINANCIAL YEAR

(128,023

)

(126,431

)

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous period.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the losses for the current year or previous period.

NOTE OF HISTORICAL COST PROFITS AND LOSSES

The difference between the results as disclosed in the profit and loss account and the results on an

unmodified historical cost basis is not material.

FIXED ASSETS

Tangible assets

7

3,715,079

3,783,033

CURRENT ASSETS

Debtors

8

8,113

40,148

Cash at bank and in hand

1,068,051

1,082,806

1,076,164

1,122,954

CREDITORS

Amounts falling due within one year

9

4,604,322

4,591,043

NET CURRENT LIABILITIES

(3,528,158

)

(3,468,089

)

TOTAL ASSETS LESS CURRENT LIABILITIES

186,921

314,944

CAPITAL AND RESERVES

Called up share capital

11

730,000

730,000

Profit and loss account

12

(543,079

)

(415,056

)

SHAREHOLDERS' FUNDS

15

186,921

314,944

The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 21 July 2015 and were signed on its behalf by:

A Samimi - Director

M Tehrani Safa - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements - going concern

The financial statements have been prepared on a going concern basis which assumes that the

company will continue in operational existence for the foreseeable future. The parent company,

Petrochemical Commercial Company, a company registered in Iran, has undertaken in writing to

continue to finance the company's operations, to allow it to meet its obligations as they fall due for at

least twelve months from the date of approval of these financial statements.

Accounting convention

The financial statements have been prepared under the historical cost convention.

Financial reporting standard number 1

Exemption has been taken from preparing a cash flow statement on the grounds that the company

qualifies as a small company.

Turnover

Turnover represents net invoiced sales of services, excluding value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

Evenly over 60 years

Office equipment

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Deferred tax

Deferred taxation is provided in full on timing differences that result in an obligation at the balance

sheet date to pay more tax, or a right to pay less tax, at a future date at rates expected to arise when

they crystallize. Deferred tax assets are recognized to the extent that it is more likely than not that

they will be recovered.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling

at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of

exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at

the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis

over the period of the lease.

2.	STAFF COSTS

Period

22.9.12

Year Ended

to

22.9.14

22.9.13

£

£

Wages and salaries

16,010

21,280

The average monthly number of employees during the year was as follows:

Period

22.9.12

Year Ended

to

22.9.14

22.9.13

Directors

2

2

Employees

1

1

3

3

3.	DIRECTORS' EMOLUMENTS

Other emoluments

-

-

4.	OPERATING LOSS

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

Period

22.9.12

Year Ended

to

22.9.14

22.9.13

£

£

Other operating leases

11,068

17,928

Depreciation - owned assets

67,954

68,560

Foreign exchange differences

743

(227

)

Auditors' remuneration

2,500

3,000

5.

TAXATION

Analysis of the tax credit

The tax credit on the loss on ordinary activities for the year was as follows:

Period

22.9.12

Year Ended

to

22.9.14

22.9.13

£

£

Deferred tax

(22

)

(108

)

Tax on loss on ordinary activities

(22

)

(108

)

UK corporation tax has been charged at 22.04% (2013 - 23.52%).

Factors affecting the tax credit

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The

difference is explained below:

Period

22.9.12

Year Ended

to

22.9.14

22.9.13

£

£

Loss on ordinary activities before tax

(128,045

)

(126,539

)

Loss on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 22.040% (2013 - 23.520%)

(28,221

)

(29,762

)

Effects of:

Expenses not deductible for tax purposes

14,602

15,582

Depreciation in excess of capital allowances

50

119

Unutilised tax losses

13,569

14,061

Current tax credit

-

-

6.

INTEREST

The company received interest of £220 (22 September 2013- £5,295) on bank balances held on

behalf of client companies. Such interest is credited to client companies.

7.	TANGIBLE FIXED ASSETS

Fixtures

Long

Office

and

leasehold

equipment

fittings

Totals

£

£

£

£

COST

At 23 September 2013

and 22 September 2014

3,974,961

50,382

7,317

4,032,660

DEPRECIATION

At 23 September 2013

198,748

43,729

7,150

249,627

Charge for year

66,249

1,663

42

67,954

At 22 September 2014

264,997

45,392

7,192

317,581

NET BOOK VALUE

At 22 September 2014

3,709,964

4,990

125

3,715,079

At 22 September 2013

3,776,213

6,653

167

3,783,033

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Other debtors

8,113

40,148

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Trade creditors

1

-

Amounts owed to group undertakings

4,593,791

4,575,543

Social security and other taxes

366

-

Other creditors

10,164

15,500

4,604,322

4,591,043

10.	DEFERRED TAX

£

Balance at 23 September 2013

(317

)

Credit to Profit and Loss Account during year

(22

)

Balance at 22 September 2014

(339

)

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

£

730,000

Ordinary

£1

730,000

730,000

12.

RESERVES

Profit

and loss

account

£

At 23 September 2013

(415,056

)

Deficit for the year

(128,023

)

At 22 September 2014

(543,079

)

13.	ULTIMATE PARENT COMPANY

The parent undertaking is Petrochemical Commercial Company, incorporated and registered in Iran.

The parent undertaking is owned by a number of shareholders none of whom control it.

14.	RELATED PARTY DISCLOSURES

Balances with Associated Undertakings

The associated undertaking balances outstanding at the period end were as follows:

Creditors

Petrochemical Commercial Company

4,593,791

4,575,543

15.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

£

Loss for the financial year

(128,023

)

(126,431

)

Net reduction of shareholders' funds

(128,023

)

(126,431

)

Opening shareholders' funds

314,944

441,375

Closing shareholders' funds

186,921

314,944

16.	FIDUCIARY DEPOSITS

The company holds equivalent of £0.3 million (22 September 2013 - £0.4 million) on behalf of

Group Undertakings and other clients in the form of bank deposits.