Messagemaker Displays Limited - Limited company accounts 16.1

REGISTERED NUMBER: 03726273

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2015

FOR

MESSAGEMAKER DISPLAYS 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:

G S Pitt

H Filer

B N Main

D J Dring

SECRETARY:

D J Dring

REGISTERED OFFICE:

43 Ormside Way

Holmthorpe Industrial Estate

Redhill

Surrey

RH1 2LG

REGISTERED NUMBER:

03726273

AUDITORS:

Collards

Chartered Accountants

Registered Auditors

5-9 Eden Street

Kingston-upon-Thames

Surrey

KT1 1BQ

The directors present their report with the financial statements of the company for the year ended 31 December 2015.

REVIEW OF BUSINESS

The principal activity of the Company during the year was the sale, design and marketing of high quality electronic

message displays and large digital marketing screens for commercial properties, the sports and retail industry.

In 2015 there was significant investment in large sports and advertising screens in terms of staff, website and

demonstration sites that resulted in a loss in the current year. The pipeline is strong and we expect to return to

profitability in 2016.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2015 to the date of this

report.

G S Pitt

H Filer

B N Main

D J Dring

FINANCIAL INSTRUMENTS

The entity's financial Instruments and risk management policies and objectives are set out in the Group accounts of

the Holding Company.

STATUS OF THE COMPANY

The Company is a wholly owned subsidiary of Stocksigns Limited a company in the British & Foreign Wharf

Company Limited group. The company was acquired by Stocksigns Limited on 20th September 2011.

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, Collards, 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:

D J Dring - Secretary

20 April 2016

We have audited the financial statements of Messagemaker Displays Limited for the year ended

31 December 2015 on pages six to eleven. The financial reporting framework that has been applied in their

preparation is applicable law and the Financial Reporting Standard for Smaller Entities (effective January 2015)

(United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

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 31 December 2015 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; 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.

Christopher Julian Brigstocke ACA (Senior Statutory Auditor)

for and on behalf of Collards

Chartered Accountants

Registered Auditors

5-9 Eden Street

Kingston-upon-Thames

Surrey

KT1 1BQ

20 April 2016

TURNOVER

1,412,911

927,621

Cost of sales

962,873

759,326

GROSS PROFIT

450,038

168,295

Distribution costs

128,772

100,348

Administrative expenses

376,633

307,591

505,405

407,939

OPERATING LOSS

2

(55,367

)

(239,644

)

Interest payable and similar charges

4,167

5,003

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

(59,534

)

(244,647

)

Tax on loss on ordinary activities

3

(13,696

)

(50,763

)

LOSS FOR THE FINANCIAL YEAR

(45,838

)

(193,884

)

FIXED ASSETS

Tangible assets

4

150,822

44,978

CURRENT ASSETS

Stocks

127,195

66,989

Debtors

5

326,756

391,419

453,951

458,408

CREDITORS

Amounts falling due within one year

6

501,348

650,952

NET CURRENT LIABILITIES

(47,397

)

(192,544

)

TOTAL ASSETS LESS CURRENT LIABILITIES

103,425

(147,566

)

CREDITORS

Amounts falling due after more than one year

7

(350,000

)

(75,000

)

PROVISIONS FOR LIABILITIES

8

(29,970

)

(8,141

)

NET LIABILITIES

(276,545

)

(230,707

)

CAPITAL AND RESERVES

Called up share capital

9

10,000

10,000

Share premium

10

9,998

9,998

Profit and loss account

10

(296,543

)

(250,705

)

SHAREHOLDERS' FUNDS

(276,545

)

(230,707

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective January 2015).

The financial statements were approved by the Board of Directors on 20 April 2016 and were signed on its behalf by:

H Filer - Director

B N Main - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The Accounts have been prepared under the historical cost convention and in accordance with applicable

United Kingdom accounting standards. They include the results of the company's operations which are

described in the Directors Report, all of which are continuing.

The company has taken advantage of the exemption in Financial Reporting Standard No. 1 from the

requirement to produce a cash flow statement on the grounds that it is a wholly owned subsidiary and the

Holding Company produces a cash flow statement in its consolidated accounts.

Exemption from preparing a cash flow statement

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

as a small company.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 8 Related

Party Disclosures, not to disclose related party transactions with wholly owned subsidiaries within the

group.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax, as adjusted for any uninvoiced

sales which are recognised to the extent that they are due at balance sheet date.

Tangible fixed assets

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

useful life.

Plant & equipment - 25%/33% on cost

Leased plant and equipment - over term of lease

Fixtures & fittings - 25% on cost

Motor vehicles - 25% on cost

Stocks

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

slow moving items.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's

pension scheme are charged to the profit and loss account in the period to which they relate.

2.	OPERATING LOSS

The operating loss is stated after charging:

2015

2014

£

£

Depreciation - owned assets

22,983

10,441

Loss on disposal of fixed assets

810

-

Auditors' remuneration

3,300

3,000

Foreign exchange differences

992

165

Pension costs

5,080

6,518

Directors' remuneration and other benefits etc

62,180

62,229

3.

TAXATION

Analysis of the tax credit

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

2015

2014

£

£

Current tax:

Group tax charge

(35,525

)

(58,904

)

Deferred tax

21,829

8,141

Tax on loss on ordinary activities

(13,696

)

(50,763

)

Factors affecting the tax credit

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

explained below:

2015

2014

£

£

Loss on ordinary activities before tax

(59,534

)

(244,647

)

Loss on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 20.246% (2014 - 21.500%)

(12,053

)

(52,599

)

Effects of:

Expenses not deductible for tax purposes

25

-

Capital allowances in excess of depreciation

(23,660

)

(6,305

)

Lower company rate

163

-

Current tax credit

(35,525

)

(58,904

)

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

Equipment

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2015

36,951

8,290

9,270

20,860

75,371

Additions

137,314

1,043

-

867

139,224

Disposals

(11,861

)

-

-

(10,585

)

(22,446

)

At 31 December 2015

162,404

9,333

9,270

11,142

192,149

DEPRECIATION

At 1 January 2015

3,500

7,770

4,079

15,044

30,393

Charge for year

16,067

482

2,318

4,116

22,983

Eliminated on disposal

(2,276

)

-

-

(9,773

)

(12,049

)

At 31 December 2015

17,291

8,252

6,397

9,387

41,327

NET BOOK VALUE

At 31 December 2015

145,113

1,081

2,873

1,755

150,822

At 31 December 2014

33,451

520

5,191

5,816

44,978

Included in equipment are assets held for the purposes of leasing to customers. The cost of these assets

included is £67,496 with accumulated depreciation provided to date of £4,959.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2015

2014

£

£

Trade debtors

233,072

257,900

Amounts owed by group undertakings

35,720

58,904

Other debtors

38,916

27,908

Taxation and social security

9,941

10,467

Prepayments and accrued income

9,107

36,240

326,756

391,419

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2015

2014

£

£

Bank loans and overdrafts

211,469

54,284

Trade creditors

146,184

197,532

Amounts owed to group undertakings

61,870

330,372

Social security and other taxes

8,829

6,208

Other creditors

68,714

47,052

Accruals and Deferred Income

4,282

15,504

501,348

650,952

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2015

2014

£

£

Amounts owed to group undertakings

350,000

75,000

The debt falling due after more than one year represents part of the inter company account with Stocksigns

Limited which was converted into a loan repayable in four equal annual instalments from March 2015, at an

annual interest rate of 5%.

8.	PROVISIONS FOR LIABILITIES

2015

2014

£

£

Deferred tax

Accelerated capital allowances

29,970

8,141

Deferred

tax

£

Balance at 1 January 2015

8,141

Charge to Profit and Loss Account during year

21,829

Balance at 31 December 2015

29,970

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2015

2014

value:

£

£

10,000

Ordinary

£1

10,000

10,000

10.

RESERVES

Profit

and loss

Share

account

premium

Totals

£

£

£

At 1 January 2015

(250,705

)

9,998

(240,707

)

Deficit for the year

(45,838

)

(45,838

)

At 31 December 2015

(296,543

)

9,998

(286,545

)

11.	ULTIMATE PARENT COMPANY

The ultimate parent company is British & Foreign Wharf Company Limited, a company incorporated in

England and Wales.

12.	RELATED PARTY DISCLOSURES

Included in administrative expenses is Nil in 2015 (2014 - £1,078) paid to Pool Resources Limited, a

company controlled by Mr. P Bubb.

13.	GOING CONCERN

The company has made losses in the current year and now has an excess of liabilities over assets.

The directors have been assured by the directors of Stocksigns, and its Ultimate Holding Company, British

and Foreign Wharf Company Limited, who have directors in common with this company, that funding will

continue for the foreseeable future.

Not withstanding the availability of funding from the Holding Company, the directors are confident that the

business will return to profitability and positive cash flow in the near future and have therefore prepared the

accounts on a going concern basis.