S. Graham Rowlandson & Co. Limited - Limited company accounts 16.1

REGISTERED NUMBER: 00878625 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2016

for

S. Graham Rowlandson & Co. 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:

R G St J Rowlandson FCA

E T M Rowlandson

A J Teoh FCCA

SECRETARY:

The Finance & Industrial Trust Limited

REGISTERED OFFICE:

Graham House

7 Wyllyotts Place

Potters Bar

Hertfordshire

EN6 2JD

REGISTERED NUMBER:

00878625 (England and Wales)

AUDITORS:

MHA MacIntyre Hudson

Statutory Auditors

Euro House

1394 High Road

London

N20 9YZ

BANKERS:

HSBC Bank Plc

The Royal Bank of Scotland

The directors present their report with the financial statements of the company for the year ended 31 March 2016.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of accountancy, taxation and

management services.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

R G St J Rowlandson FCA

E T M Rowlandson

A J Teoh FCCA

Other changes in directors holding office are as follows:

S M Younghusband FCA - resigned 23 December 2015

The group has made qualifying third party indemnity provisions for the benefit of its directors which were made during

the year and remain in force at the date of this report.

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 or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

AUDITORS

The auditors, MHA MacIntyre Hudson, 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:

The Finance & Industrial Trust Limited - Secretary

7 October 2016

We have audited the financial statements of S. Graham Rowlandson & Co. Limited for the year ended 31 March 2016

on pages six to twelve. 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 March 2016 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.

Brendan Sharkey FCA (Senior Statutory Auditor)

for and on behalf of MHA MacIntyre Hudson

Statutory Auditors

Euro House

1394 High Road

London

N20 9YZ

7 October 2016

TURNOVER

672,745

696,756

Cost of sales

674,376

574,699

GROSS (LOSS)/PROFIT

(1,631

)

122,057

Administrative expenses

223,302

220,584

OPERATING LOSS

2

(224,933

)

(98,527

)

Interest receivable and similar income

183,830

30,509

(41,103

)

(68,018

)

Interest payable and similar charges

3

16,909

2

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

(58,012

)

(68,020

)

Tax on loss on ordinary activities

4

(45,401

)

(22,749

)

LOSS FOR THE FINANCIAL YEAR

(12,611

)

(45,271

)

FIXED ASSETS

Tangible assets

5

643,658

647,841

CURRENT ASSETS

Debtors

6

1,462,112

1,463,368

Cash at bank and in hand

1,600

1,500

1,463,712

1,464,868

CREDITORS

Amounts falling due within one year

7

(8,426,831

)

(8,419,559

)

NET CURRENT LIABILITIES

(6,963,119

)

(6,954,691

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(6,319,461

)

(6,306,850

)

CAPITAL AND RESERVES

Called up share capital

10

70,000

70,000

Profit and loss account

11

(6,389,461

)

(6,376,850

)

SHAREHOLDERS' FUNDS

(6,319,461

)

(6,306,850

)

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 7 October 2016 and were signed on its behalf by:

E T M Rowlandson - Director

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention as modified by the revaluation

of certain assets and in accordance with the Financial Reporting Standard for Smaller Entities (effective January

2015).

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 in accordance with the Financial Reporting Standard for Smaller Entities (effective January

2015).

Going concern

The accounts have been prepared under the going concern concept as the ultimate parent undertaking, RO

Trading Limited has confirmed it's willingness and ability to provide adequate funds for the company to meet its

liabilities for at least one year from the date of approval of the financial statements.

Tangible fixed assets

Tangible fixed assets, other than long term leasehold properties, are stated at cost or valuation, net of

depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than

long term leasehold properties, at rates calculated to write off the cost or valuation as follows:-

Plant and Machinery 5% - 33% per annum on a straight line basis

Computer Software and Hardware 33% per annum on a straight line basis

Fixtures and fittings 5% per annum on a straight line basis

Residual value is calculated on prices prevailing at the date of acquisition or revaluation.

Long-term leasehold property

Long term leasehold properties are stated at valuation, net of impairment. It is the company's policy to maintain

its long-term leasehold property in a state of good repair and the directors, therefore, consider that the residual

value will be such that depreciation is not significant. Consequently depreciation is not provided on such

property which is revalued annually.

Impairment of tangible fixed assets is reviewed where circumstances exist to indicate that the carrying value of

the asset may not be recoverable. Impairments are charged to the to the profit and loss account. The reversal of

any previously recognised deficit over the cost of a property is credited to the profit and loss account.

Turnover

Turnover represents the value of goods sold and fees receivable net of VAT in respect of the provision of

accounting, taxation and management services. The whole of the turnover is derived from the UK market.

Taxation

Corporation tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted

by the balance sheet date.

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

sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or

right to pay less or to receive more tax.

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that

there will be suitable taxable profits from which the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in

which timing differences reverse, based on tax rates enacted or substantively enacted at the balance sheet date.

Pension costs

The company operates a defined contribution group personal pension scheme. The amount charged to the profit

and loss account represents contributions payable by the company to the individual policies effected by the

employees with an independent Insurance Company in funds separate from the company's finances.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement,

as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that

evidences a residual interest in the assets of the company after deducting all of its liabilities.

2.	OPERATING LOSS

The operating loss is stated after charging:

31.3.16

31.3.15

£

£

Depreciation - owned assets

9,092

11,872

Auditors' remuneration

4,500

4,500

Pension costs

16,535

12,621

Directors' pension costs

4,316

4,190

Directors' remuneration and other benefits etc

115,643

99,779

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Included in the directors' remuneration is £Nil (2015 - £Nil) paid to the directors in respect to their services to

other group companies.

3.

INTEREST PAYABLE AND SIMILAR CHARGES

Interest payable and similar charges includes the following:

31.3.16

31.3.15

£

£

Bank interest

17

2

Interest payable to related

undertakings

16,892

-

16,909

2

4.

TAXATION

Analysis of the tax credit

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

31.3.16

31.3.15

£

£

Current tax:

UK corporation tax

(45,401

)

(22,749

)

Tax on loss on ordinary activities

(45,401

)

(22,749

)

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:

31.3.16

31.3.15

£

£

Loss on ordinary activities before tax

(58,012

)

(68,020

)

Loss on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 20% (2015 - 21%)

(11,602

)

(14,284

)

Effects of:

Expenses not deductible for tax purposes

120

39

Capital allowances in excess of depreciation

(532

)

(2,097

)

Deductions from non-trading profits

(33,387

)

(6,407

)

Current tax credit

(45,401

)

(22,749

)

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST OR VALUATION

At 1 April 2015

624,310

182,590

806,900

Additions

-

4,909

4,909

At 31 March 2016

624,310

187,499

811,809

DEPRECIATION

At 1 April 2015

-

159,059

159,059

Charge for year

-

9,092

9,092

At 31 March 2016

-

168,151

168,151

NET BOOK VALUE

At 31 March 2016

624,310

19,348

643,658

At 31 March 2015

624,310

23,531

647,841

The company's interest in longterm leasehold property has been valued by the directors at £624,310 (2015:

£624,310) as at the balance sheet date on the basis of open market value. The cost of the property was

£1,001,974 (2015: £1,001,974).

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.16

31.3.15

£

£

Amounts owed by group undertakings

1,349,855

1,360,295

Other debtors

1,545

15,950

Tax

45,401

22,749

Prepayments

65,311

64,374

1,462,112

1,463,368

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.16

31.3.15

£

£

Bank loans and overdrafts

22,833

-

Trade creditors

34,274

59,995

Amounts owed to group undertakings

8,127,931

8,105,914

VAT

104,894

109,348

Other creditors

19,232

43,730

Accruals and deferred income

117,667

100,572

8,426,831

8,419,559

8.	OPERATING LEASE COMMITMENTS

The following operating lease payments are committed to be paid within one year:

31.3.16

31.3.15

£

£

Expiring:

Between one and five years

3,932

2,851

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.3.16

31.3.15

£

£

Bank overdraft

22,833

-

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.16

31.3.15

value:

£

£

70,000

Ordinary

£1

70,000

70,000

11.

RESERVES

Profit

and loss

account

£

At 1 April 2015

(6,376,850

)

Deficit for the year

(12,611

)

At 31 March 2016

(6,389,461

)

12.	CONTINGENT LIABILITIES

The company is party to multi-lateral joint and several guarantees with group undertakings in respect of bank

loans and overdrafts. At 31 March 2016 these loans amounted to £Nil (2015: £Nil).

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard for Smaller

Entities (effective January 2015), not to disclose related party transactions with wholly owned subsidiaries within

the group.

RO Properties Limited and subsidiary undertakings

Non group companies under common control

Management charges to the value of £175,000 (2015: £200,000) were charged by the company in the year.

The balance outstanding at the year end was £Nil (2015: £Nil).

The Graham Rowlandson Foundation

Charity

Donation made in the year £1,500 (2015: £1,500).

There are no outstanding balances at the year end 31 March 2016 or 31 March 2015.

Metis Homes Limited

Group company with less than 100% common shareholding

Management charges to the value of £60,000 (2015: £50,000) were charged in the year.

31.3.16

31.3.15

£

£

Amount due from related party at the balance sheet date

18,000

15,000

14.	POST BALANCE SHEET EVENTS

There has been no event since the balance sheet date that could materially affect the state of affairs of the

company as at 31 March 2016 or that requires disclosure.

15.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY