Michels Ventures 3 Limited 31/12/2020 iXBRL
Michels Ventures 3 Limited 31/12/2020 iXBRL
Company registration number:
11165736
Contents
Directors and other information
Strategic report
Director's report
Independent auditor's report to the members
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Notes to the financial statements
Directors and other information
Director |
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Secretary |
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Company number |
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Registered office |
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Auditor |
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2nd Floor | ||
32-33 Gosfield Street | ||
London | ||
W1W 6HL | ||
Strategic report
Year ended 31 December 2020
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activity of the company during the year was the ownership and operation of an hotel.
In February 2019, it was agreed that Hilton could surrender the lease and would pay a reverse premium in order to exit the arrangement.
The money paid by Hilton was on the condition that it was to be used solely for the refurbishment of the hotel. As a result of this arrangement the management of the hotel was subcontracted to Michels & Taylor (London) Limited who took over from the 1st of March 2019. All the staff were transferred under the TUPE regulations and are now employed directly by the company.
Citibank who had provided a loan were required to change the original agreement from a leased to a managed hotel. Therefore, the original loan documentation was amended to reflect the change.
During the 2019 and throughout 2020, the hotel started an extensive refurbishment of the hotel. The improvement to the accommodation should increase the room rate chargeable and result in an improved level of profitability. The effect of this refurbishment has unfortunately been delayed due to the COVID-19 pandemic, which has strongly and negatively impacted the hotel industry since March 2020. The hotel was temporarily closed during the following periods:
- completely closed from 25 March to 30 April 2020
- open for key workers only from 1 May to 3 July 2020
- partially reopened as per Government guidelines from 4 July to 4 November 2020
- second lockdown from 5 November to 31 December 2020- open for key workers only
- full lockdown from 6 January to 12 April 2021, open to key workers only
- from the end of the third lockdown on 17 May 2021, hotel services fully opened within government restrictions.
68 unfurnished rooms have been unavailable for sale since 25 March 2020 and remain unavailable at the date of signing this report.
RESULTS AND DIVIDENDS
The profit for the period, after taxation, amounted to £449,195. This result includes £2,449,672 relating to the reverse premium paid by Hilton, as outlined above. The director has not recommended a dividend.
As mentioned above, the profit has been impacted by the COVID-19 pandemic, resulting in a drop in revenue (both ADR and occupancy rates) due to the closures detailed above.
The net assets position amounted to £4,288,428 compared with £3,839,233, which is explained by the finalisation of the refurbishment which started in 2019 and the careful and strict management of the working capital and cash balance during the whole pandemic.
PRINCIPAL RISKS AND UNCERTAINTIES
Since March 2020, the outbreak of COVID-19 and related global response have caused material disruptions to businesses around the world, leading to an economic slowdown.
Measures have been taken to contain the spread of the virus, including travel bans, hotel closures, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.
As mentioned above, the hotel temporarily closed in March 2020 and has only partially reopened since then. 68 unfurnished rooms remain closed to the public to date.
This report was approved by the board of directors on 30 September 2021 and signed on behalf of the board by:
Director
Director's report
Year ended 31 December 2020
The director presents his report and the financial statements of the company for the year ended 31 December 2020.
Director
The director who served the company during the year was as follows:
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Dividends
Future developments
As a result of the COVID-19 pandemic, the hotel has been temporarily closed during the first quarter of 2021, and 68 unfurnished rooms are still not open to the public. The subsequent consequences of the closure are referred to in note 3 to the accounts.
Financial instruments
The company uses various financial instruments. These include loans from shareholders, bank loans and various items, such as trade debtors and trade creditors, which arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations and to fund extensive refurbishments to the hotel. The existence of these financial instruments exposes the company to a number of financial risks, the principal ones of which are liquidity risk and credit risk.
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report 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 the profit or loss of the company for that period.
In preparing these financial statements, the director is required to:
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select suitable accounting policies and then apply them consistently;
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make judgments and accounting estimates that are reasonable and prudent; and
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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. 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
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so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on
30 September 2021
and signed on behalf of the board by:
Director
Independent auditor's report to the members of
Year ended 31 December 2020
Opinion
Basis for opinion
Material Uncertainty Related to Going Concern
We draw attention to Note 3 in the financial statements, which indicates the impact of the COVID-19 pandemic. As stated in Note 3, these events or conditions, along with other matters as set forth in Note 3, 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.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
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the strategic report and the director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Responsibilities of directors
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK)
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to pensions legislation, UK and other relevant tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results and management bias in accounting estimates. Audit procedures performed by the Audit team and / or component auditors included:
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Discussions with management, legal counsel and the internal audit function, including consideration of unknown or suspected instances of non-compliance with laws and regulations and fraud:
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Challenging assumptions made by management in its significant accounting estimates in particular in relation to estimation of the cashflow projections used to value the fixed assets and uncertain tax provisions; and
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Identifying and testing higher risk journal entries, in particular any journal entries posted with unusual account combinations, journals posted by senior management
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting on resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collision.
A further description of our responsibilities is located on the Financial Reporting Council's webste at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 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.
For and on behalf of
Chartered Accountants and Statutory Auditors
2nd Floor
32-33 Gosfield Street
London
W1W 6HL
Statement of comprehensive income
Year ended 31 December 2020
2020 | 2019 | |||||
Note | £ | £ | ||||
Turnover | 4 |
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Cost of sales |
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Gross profit |
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Administrative expenses |
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Other operating income | 5 |
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_______ | _______ | |||||
Operating profit | 6 |
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Interest payable and similar expenses | 8 |
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Profit before taxation |
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Tax on profit | 9 |
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Profit for the financial year and total comprehensive income |
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All the activities of the company are from continuing operations.
Statement of financial position
31 December 2020
2020 | 2019 | ||||||||
Note | £ | £ | £ | £ | |||||
Fixed assets | |||||||||
Tangible assets | 10 |
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Current assets | |||||||||
Stocks | 11 |
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Debtors | 12 |
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Cash at bank and in hand |
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Creditors: amounts falling due | |||||||||
within one year | 13 |
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Net current assets |
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Total assets less current liabilities |
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Creditors: amounts falling due | |||||||||
after more than one year | 14 |
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Provisions for liabilities | 15 |
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Net assets |
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Capital and reserves | |||||||||
Called up share capital | 19 |
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Profit and loss account |
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Shareholders funds |
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These financial statements were approved by the
board of directors
and authorised for issue on
30 September 2021
, and are signed on behalf of the board by:
Director
Company registration number:
11165736
Statement of changes in equity
Year ended 31 December 2020
Called up share capital | Profit and loss account | Total | |||
£ | £ | £ | |||
At 1 January 2019 |
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Profit for the year |
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Total comprehensive income for the year | - |
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_______ | _______ | _______ | |||
At 31 December 2019 and 1 January 2020 |
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Profit for the year |
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Total comprehensive income for the year | - |
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At 31 December 2020 |
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Notes to the financial statements
Year ended 31 December 2020
1.
General information
The company is a private company limited by shares registered in England. The address of the registered office is 32-33 Gosfield Street, London W1W 6HL.The financial statements cover a period of 12 months to 31 December 2020, as well as the comparative figures for the year to 31 December 2019. Given the surrender of the lease by Hilton in March 2019, the management of the hotel was subcontracted to Michels & Taylor (London) Limited who took over from 1 March 2019. Consequently the activity of the company changed during 2019 and the figures will not be fully comparable.
2.
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'
3.
Accounting policies
Basis of preparation
Going concern
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of London and Regional Group Property Holdings Ltd is which can be obtained from the Registered Office. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) Disclosures in respect of each class of share capital have not been presented.(b) No cash flow statement has been presented for the company. (c) Disclosures in respect of financial instruments have not been presented.(d) Disclosures in respect of share-based payments have not been presented.(e) No disclosure has been given for the aggregate remuneration of key management personnel.
Judgements and key sources of estimation uncertainty
Turnover
Taxation
Tangible assets
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Equipment | - | 10% to 33% reducing balance | |
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Impairment
Stocks
Government grants
Provisions
Financial instruments
Defined contribution plans
4.
Turnover
Turnover arises from:
2020 | 2019 | |||
£ | £ | |||
Rendering of services |
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Rental income | - |
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Hilton Premium Payment |
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The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5.
Other operating income
2020 | 2019 | |||
£ | £ | |||
Government grant income |
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_______ | _______ | |||
6.
Operating profit
Operating profit is stated after charging/(crediting):
2020 | 2019 | ||||
£ | £ | ||||
Depreciation of tangible assets |
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Fees payable for the audit of the financial statements |
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Bank arrangement fees |
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_______ | _______ | ||||
7.
Staff costs
The average number of persons employed by the company during the year, including the director, amounted to:
2020 | 2019 | |||
Hotel staff |
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_______ | _______ | |||
The aggregate payroll costs incurred during the year were:
2020 | 2019 | |||
£ | £ | |||
Wages and salaries |
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Social security costs |
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Other pension costs |
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_______ | _______ | |||
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_______ | _______ | |||
8.
Interest payable and similar expenses
2020 | 2019 | ||||
£ | £ | ||||
Bank loans |
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Other loans made to the company: | |||||
Shareholder loan |
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_______ | _______ | ||||
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9.
Tax on profit
Major components of tax expense
2020 | 2019 | |||
£ | £ | |||
Current tax: | ||||
UK current tax expense |
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Adjustments in respect of previous periods |
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_______ | _______ | |||
Deferred tax: | ||||
Origination and reversal of timing differences |
(
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_______ | _______ | |||
Tax on profit |
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661,096 | ||
_______ | _______ | |||
Reconciliation of tax expense
The tax assessed on the profit for the year is lower than (2019: the same as) the
standard rate of corporation tax in the UK
of
19.00
% (2019: 19.00%).
2020 | 2019 | |||
£ | £ | |||
Profit before taxation |
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_______ | _______ | |||
Profit multiplied by rate of tax |
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Adjustments in respect of prior periods |
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- | ||
Effect of expenses not deductible for tax purposes |
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- | ||
Utilisation of tax losses |
(
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- | ||
Rounding on tax charge | ( 1) | 1 | ||
Prior year adjustment to deferred tax |
(
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- | ||
_______ | _______ | |||
Tax on profit |
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661,097 | ||
_______ | _______ | |||
10.
Tangible assets
Freehold property | Fixtures, fittings and equipment | Total | ||
£ | £ | £ | ||
Cost | ||||
At 1 January 2020 |
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Additions | - |
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_______ | _______ | _______ | ||
At 31 December 2020 |
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_______ | _______ | _______ | ||
Depreciation | ||||
At 1 January 2020 | - |
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Charge for the year | - |
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_______ | _______ | _______ | ||
At 31 December 2020 | - |
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Carrying amount | ||||
At 31 December 2020 |
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_______ | _______ | _______ | ||
At 31 December 2019 |
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_______ | _______ | _______ | ||
11.
Stocks
2020 | 2019 | |||
£ | £ | |||
Finished goods and goods for resale |
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_______ | _______ | |||
12.
Debtors
2020 | 2019 | |||
£ | £ | |||
Trade debtors |
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Amounts owed by group undertakings |
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Prepayments and accrued income |
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Other debtors |
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_______ | _______ | |||
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_______ | _______ | |||
13.
Creditors: amounts falling due within one year
2020 | 2019 | |||
£ | £ | |||
Bank loan |
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Trade creditors |
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Amounts owed to group undertakings |
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- | ||
Accruals and deferred income |
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Corporation tax |
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Social security and other taxes |
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Other creditors |
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_______ | _______ | |||
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_______ | _______ | |||
14.
Creditors: amounts falling due after more than one year
2020 | 2019 | |||
£ | £ | |||
Bank loan |
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Shareholder loan |
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_______ | _______ | |||
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_______ | _______ | |||
The company has a loan agreement with CitiBank for a nominal amount of £20,861,687 which is being repaid in quarterly instalments and will be fully repaid in April 2023. The loan bears interest at LIBOR 3 months plus 2% and is secured by way of a charge over the freehold property owned by the company.
The company also has a loan from its parent company London & Regional Group Property Holdings Limited for an original amount of £30,927,976 which was partially repaid at the year end and the balance at 31 December 2020 was £12,178,044 including accrued interest. This loan bears interest at 3.5% and is repayable in August 2022.
15.
Provisions
Deferred tax (note 16) | Total | ||
£ | £ | ||
At 1 January 2020 |
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Additions |
(
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_______ | _______ | ||
At 31 December 2020 |
(
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(
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_______ | _______ | ||
16.
Deferred tax
The deferred tax included in the statement of financial position is as follows:
2020 | 2019 | |||
£ | £ | |||
Included in provisions (note 15) |
(
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_______ | _______ | |||
The deferred tax account consists of the tax effect of timing differences in respect of:
2020 | 2019 | |||
£ | £ | |||
Accelerated capital allowances |
(
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Timing difference on interest payable |
(
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- | ||
_______ | _______ | |||
(92,022) | 26,869 | |||
_______ | _______ | |||
17.
Employee benefits
The amount recognised in profit or loss in relation to defined contribution plans was £
36,200
(2019: £
37,846
).
18.
Government grants
The amounts recognised in the financial statements for government grants are as follows:
2020 | 2019 | |||
£ | £ | |||
Recognised in other operating income: | ||||
Government grants recognised directly in income |
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- | ||
_______ | _______ | |||
19.
Called up share capital
Issued, called up and fully paid
2020 | 2019 | ||||||||
No | £ | No | £ | ||||||
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100 | 100 | 100 | 100 | |||||
_______ | _______ | _______ | _______ | ||||||
20.
Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value | Balance owed by/(owed to) | ||||
2020 | 2019 | 2020 | 2019 | ||
£ | £ | £ | £ | ||
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(
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(
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68,908 |
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- | - | |
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- | - |
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_______ | _______ | _______ | _______ | ||
21.
Controlling party
The immediate parent undertaking is
London and Regional Group Property Holdings Ltd
, a company incorporated and registered in England and Wales.The ultimate parent undertaking is London and Regional Group Properties Ltd
, a company incorporated in England and Wales. London and Regional Group Property Holdings Ltd
is the parent undertaking of the smallest group of undertakings to consolidate these financial statement as at 31 December 2020. London and Regional Group Properties Lt
d is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2020. The consolidated financial statements of London and Regional Group Properties Ltd can be obtained from the company secretary at Quadrant House, Floor 6, 4 Thomas More Square, London E1W 1YW
.The ultimate controlling parties are I.M. Livingstone and R.J. Livingstone
through their joint ownership of London and Regional Group Properties Ltd.