ESC Publishing Limited - Period Ending 2013-12-31

Registration number: 01335403

ESC Publishing Limited

Report and Accounts

for the Year Ended 31 December 2013
 

ESC Publishing Limited
Directors' Report for the Year Ended 31 December 2013

The directors present their report and accounts for the year ended 31 December 2013.

Directors

The directors who held office during the year and up to the date of signing were as follows:

R.O. Greener (resigned 13 December 2013)

D.M. Mitchley

H.S. Shawkat (resigned 31 January 2013)

H.E. Campbell

Approved by the Board on 13 March 2014 and signed on its behalf by:

.........................................
D.M. Mitchley
Director

Registered Office: 100 Avenue Road, Swiss Cottage, London, NW3 3PF.

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ESC Publishing Limited
(Registration number: 01335403)
Balance Sheet as at 31 December 2013

		Note			2013 £			2012 £
Current assets
Debtors		2			1,224,265			1,224,265
Capital and reserves
Called up share capital		3			14,387			14,387
Profit and loss account					1,209,878			1,209,878
					1,224,265			1,224,265

For the year ended 31 December 2013 the Company was entitled to the exemption under section 480 of the Companies Act 2006.

Members have not required the Company to obtain an audit in accordance with section 476(2) of the Companies Act 2006.

The directors acknowledge their responsibilities for:(a) ensuring the Company keeps accounting records which comply with section 386; and(b) preparing accounts which give a true and fair view of the state of affairs of the Company as at the end of the financial year, and of its profit and loss for the financial year, in accordance with the requirements of section 393, and which otherwise comply with the requirements of the Companies Act 2006 relating to accounts, so far as applicable to the Company.

Approved by the Board on 13 March 2014 and signed on its behalf by:

.........................................
D.M. Mitchley
Director

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ESC Publishing Limited
Notes to the Financial Statements for the Year Ended 31 December 2013
......... continued

1	Accounting policies

Basis of preparation
 

The financial statements have been prepared under the historical cost convention in accordance with applicable UK accounting standards and on a basis consistent with the previous year.
 

Trading status

The Company has not traded during the year or the previous year, has incurred no liabilities and, consequently, has made neither profit nor loss. None of the directors received any emoluments in respect of their services to the Company.

2

Debtors

		2013 £			2012 £
Amounts owed by group undertakings		1,224,265			1,224,265

3	Called up share capital

Allotted, called up and fully paid shares

	2013						2012
		No.			£			No.			£
Ordinary shares of £1 each		100			100			100			100
8% redeemable preference shares of £1 each		14,287			14,287			14,287			14,287
		14,387			14,387			14,387			14,387

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ESC Publishing Limited
Notes to the Financial Statements for the Year Ended 31 December 2013
......... continued

Redeemable preference shares

The 8% redeemable preference shares are redeemable at the option of the company or holder. They are redeemable at £1 per share and carry the following voting rights: The holders of preference shares shall have no right to vote at any General Meeting of the Company save: I. upon a resolution directly affecting the rights or obligations attaching to preference shares or II. if the dividend on preference shares is in arrears for more than two consecutive years. Where the holders of preference shares have the right to vote whether at a General Meeting or a Class Meeting they shall be entitled to one vote for each £1 preference share held. At a Class Meeting any resolution may be passed by a simple majority of votes of those present and voting on the resolution and the quorum therefore shall be one shareholder present or represented holding at least 50% of the preference shares in issue. On a winding up of the company the holders of the shares have a right to receive the surplus assets of the Company divisible among the shareholders the amount paid up or credited as paid up on their preference shares before any distribution is made in respect of ordinary shares and to no other distribution of surplus assets in respect of preference shares. The holders of the preference shares shall be entitled in proportion to their holdings to a fixed annual dividend payable half yearly in arrears on the 31 January and the 31 July in each year at the rate of 8% per annum of the amount paid up or credited as paid up on the preference shares, and to no other annual dividend or distribution of profits in respect of their holdings of preference shares. Such dividend shall accrue from day to day and shall be paid before any dividend or distribution of profits is made in respect of ordinary shares. A holder of preference shares may freely transfer all or any of his preference share to any other such holder at any price without the consent of the other members but subject to provision in the Articles. The preference shares may be redeemed in whole or in part by the Company at par at any time by Ordinary Resolution and unless so redeemed shall be redeemed in whole by the Company on the 31 December 2000. A resolution and/or Board Decision to redeem preference shares shall not require the consent of the holders of preference shares. Where a general offer is made for the shares or any class shares of the Company by any person no member may accept the same unless the offer is extended to all holders of preference shares in respect to their holdings thereof at a price not less nor more than par .

4	Company status and ultimate parent undertaking

The Company's immediate parent company is Thomson Reuters (Professional) UK Limited. Within the meaning of the Companies Act 2006 (“CA2006”), Thomson Investments Limited (“TIL”) is regarded by the Directors of the Company as being the Company’s ultimate parent company and controlling party. Within the meaning of CA2006, Thomson Reuters Corporation (“Thomson Reuters”) is the parent undertaking of the only group of undertakings for which group accounts were drawn up and of which the Company was a member for the period ended 31 December 2013. TIL and Thomson Reuters are incorporated under the laws of the Province of Ontario, Canada.

Copies of the Thomson Reuters annual reports are available from: The Thomson Reuters Building, 30 South Colonnade, Canary Wharf, London E14 5EP.

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