40SOUTH_ENERGY_LIMITED - Accounts


Company Registration No. 06642151 (England and Wales)
40SOUTH ENERGY LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
PAGES FOR FILING WITH REGISTRAR
40SOUTH ENERGY LIMITED
COMPANY INFORMATION
Directors
Mr R Galimberti
Mr G Vaccari
Dr M Grassi
Secretary
SCR Secretaries Limited
Company number
06642151
Registered office
1 Bedford Row
London
WC1R 4BZ
Accountants
AccountsCo
1 Purley Place
Islington
London
UK
N1 1QA
40SOUTH ENERGY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2016
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2016.

Principal activities

The principal activity of the company continued to be that of development of wave energy converters.development of wave energy converters.

 

Directors

The directors who held office during the year and to the date of signature of the financial statements were as follows:

Mr R Galimberti
Mr G Vaccari
Dr M Grassi
Mr E  Grassi
(Resigned 14 June 2016)

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Significant events and future trading
During the year the company sold all its patents and other intellectual property that related to the development of wave energy converters to 40South Energy Italia Srl, an Italian company financed by Enel Green Power Spa, an Italian utility company and by the Invitalia Ventures, an Italian venture capital company. The price agreed with Invitalia Ventures was €8,000,000 was negotiated on a commercial basis. The directors feel that this price was favourable to the company as the patents have yet to prove their commercial value. Consideration for the sale was made by the cancellation of amounts owed by the company.  During the year the company issued a credit note of €760,000 to 40South Energy Srl for services that 40South Energy Srl no longer required. The directors are confident that the Company continues to enjoy the support of its shareholders and investors and, therefore, have prepared the accounts on the basis that the company will continue to trade as a going concern for the foreseeable future.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Dr M Grassi
Director
26 September 2017
40SOUTH ENERGY LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2016
31 December 2016
- 2 -
2016
2015
Notes
Fixed assets
Intangible assets
4
-
9,677,452
Tangible assets
5
533
1,154
Investments
6
156,445
156,445
156,978
9,835,051
Current assets
Debtors
8
115,502
30,668
Cash at bank and in hand
2,094
415,871
117,596
446,539
Creditors: amounts falling due within one year
9
(64,396)
(5,376,881)
Net current assets/(liabilities)
53,200
(4,930,342)
Total assets less current liabilities
210,178
4,904,709
Creditors: amounts falling due after more than one year
10
-
(2,648,937)
Net assets
210,178
2,255,772
Capital and reserves
Called up share capital
11
1,563
1,563
Share premium account
2,635,863
2,114,363
Other reserves
1,130,769
-
Profit and loss reserves
(3,558,017)
139,846
Total equity
210,178
2,255,772

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

1. Change of accounting policy These accounts have been prepared under Financial Reporting Standard 10 2 . This is a new standard that is mandatory for accounting periods commencing on or after 1 January 2016. For the financial year ended 31 December 2016 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. Change of accounting policy

These accounts have been prepared under Financial Reporting Standard 102. This is a new standard that is mandatory for accounting periods commencing on or after 1 January 2016.

 

For the financial year ended 31 December 2016 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.he directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.

40SOUTH ENERGY LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2016
31 December 2016
- 3 -

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 .he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statement has been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements were approved by the board of directors and authorised for issue on
27 September 2017
27 September 2017
and are signed on its behalf by:
Dr M Grassi
Director
Company Registration No. 06642151
40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
- 4 -
1
Accounting policies
Company information

40South Energy Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bedford Row, London, WC1R 4BZ.

1.1
Accounting convention

The financial statements are prepared under the historical cost convention.

 

Monetary amounts in these financial statements are in euros, except where otherwise indicated.

1.2
Going concern

During the year the company sold all its patents and other intellectual property that related to the development of wave energy converters to 40South Energy Italia Srl, an Italian company financed by Enel Green Power Spa, an Italian utility company and by the Invitalia Ventures, an Italian venture capital company. The price agreed with Invitalia Ventures was €8,000,000 was negotiated on a commercial. The directors feel that this price was favourable to the company as the patents have yet to prove their commercial value. Consideration for the sale was made by the cancellation of amounts owed by the company. During the year the company issued a credit note of €760,000 to 40South Energy Srl for services that 40South Energy Srl no longer required. The directors are confident that the Company continues to enjoy the support of its shareholders and investors and, therefore, have prepared the accounts on the basis that the company will continue to trade as a going concern for the foreseeable future.

 

1.3
Turnover

Turnover represents amounts receivable for services net of VAT and trade discounts. Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the product, such as obsolescence, have been transferred to the customer. services net of VAT and trade discounts. Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the product, such as obsolescence, have been transferred to the customer.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Patents
Patents are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives.
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings and equipment
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2016
1
Accounting policies
(Continued)
- 5 -
1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

 

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset , with the net amounts presented in the financial statements , when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price.

Classification of financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised at transaction price.

1.11
Taxation

The tax expense represents the sum of the tax currently payable ..

40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2016
1
Accounting policies
(Continued)
- 6 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred tax

Deferred taxation has not been provided for due to the uncertainty over future taxable profits.has not been provided for due to the uncertainty over future taxable profits.

1.12
Foreign exchange

Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

1.13

Consolidation

In the opinion of the directors, the company and its subsidiary undertakings comprise a small group. The company has therefore taken advantage of the exemption provided by Section 398 of the Companies Act 2006 not to prepare group accounts.

 

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2016
2015
Number
Number
1
4

Their aggregate remuneration comprised:

2016
2015
Wages and salaries
18,101
107,975
3
Directors' remuneration
2016
2015
Remuneration for qualifying services
5,631
27,194
40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2016
- 7 -
4
Intangible fixed assets
Patents
Development Costs
Total
Cost
At 1 January 2016
1,060,304
8,617,151
9,677,455
Additions
114,897
1,053,642
1,053,642
Disposals
(1,175,201)
(9,670,793)
(10,731,097)
At 31 December 2016
-
-
-
Amortisation and impairment
At 1 January 2016 and 31 December 2016
-
-
-
At 1 January 2016 and 31 December 2016
-
-
-
Carrying amount
At 31 December 2016
-
-
-
At 31 December 2015
1,060,304
8,617,148
9,677,455
5
Tangible fixed assets
Fixtures, fittings and equipment
Cost
At 1 January 2016
3,105
Depreciation and impairment
At 1 January 2016
1,951
Depreciation charged in the year
621
At 31 December 2016
2,572
Carrying amount
At 31 December 2016
533
At 31 December 2015
1,154
6
Fixed asset investments
2016
2015
Notes
Investments in subsidiaries
7
156,445
156,445
40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2016
6
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in group undertakings
Cost or valuation
At 1 January 2016 & 31 December 2016
156,445
Carrying amount
At 31 December 2016
156,445
At 31 December 2015
156,445
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2016 are as follows:

Subsidiary undertakings
Country of registration
Shares held
Class
%
40South Energy Srl
Italy
Ordinary shares
83.00
40South Energy Inc
America
Ordinary shares
100.00
The aggregate amount of capital and reserves and the results of these undertakings for the last
relevant financial year were as follows:
Principal activity
Capital and reserves
Loss
for the year
40 South Energy Srl
Development of wave energy
270,264
(158,705)
40 South Energy, Inc
Dormant
100
-
40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2016
- 9 -
8
Debtors
2016
2015
Amounts falling due within one year:
Trade debtors
81,195
-
Unpaid share capital
4,604
4,604
Corporation tax recoverable
-
12,480
Other debtors
29,703
12,475
Prepayments and accrued income
-
1,109
115,502
30,668
9
Creditors: amounts falling due within one year
2016
2015
Notes
Bank loans and overdrafts
224
411,298
Other creditors
-
2,587,553
Trade creditors
64,172
270,582
Amounts due to group undertakings
-
2,105,479
Other taxation and social security
-
1,969
64,396
5,376,881
10
Creditors: amounts falling due after more than one year
2016
2015
Notes
Other borrowings
-
2,648,937
11
Share capital
2016
2015
Ordinary share capital
Issued and not fully paid
1,563 Ordinary of €1 each
1,563
1,563

 

40SOUTH ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2016
- 10 -
12
Related party transactions
The company is related to Mathclick Ltd by virtue of Dr M Grassi being a common director and shareholder. At the balance sheet date the company owed €14,708 to Mathclick Ltd. During the year, Mathclick Ltd invoiced €86,426 to the company for patents provided during the year.
The company is related to 40South Energy Italia Srl by virtue of Dr M Grassi being a director and shareholder of both companies. At the balance sheet date 40South Energy Italia owed €81,195 to the company.
During the year, the company sold all its intellectual property including patents and accrued research and development costs to 40South Energy Italia Srl for €8,000,000.  As part of this transaction the company issued credit notes of €760,000 in favour of 40South Energy Srl.
2016-12-312016-01-01falseCCH SoftwareCCH Accounts Production 2017.110066421512016-01-012016-12-3106642151bus:Director12016-01-012016-12-3106642151bus:Director22016-01-012016-12-3106642151bus:Director32016-01-012016-12-3106642151bus:Director42016-01-012016-12-3106642151bus:RegisteredOffice2016-01-012016-12-31066421512016-12-3106642151core:OtherResidualIntangibleAssets2015-12-3106642151core:PatentsTrademarksLicencesConcessionsSimilar2015-12-3106642151core:DevelopmentCostsCapitalisedDevelopmentExpenditure2015-12-31066421512015-12-3106642151core:PlantMachinery2016-12-3106642151core:PlantMachinery2015-12-3106642151core:CurrentFinancialInstruments2016-12-3106642151core:CurrentFinancialInstruments2015-12-3106642151core:ShareCapital2016-12-3106642151core:ShareCapital2015-12-3106642151core:SharePremium2016-12-3106642151core:SharePremium2015-12-3106642151core:OtherMiscellaneousReserve2016-12-3106642151core:RetainedEarningsAccumulatedLosses2016-12-3106642151core:RetainedEarningsAccumulatedLosses2015-12-3106642151core:PlantMachinery2016-01-012016-12-31066421512015-01-012015-12-3106642151core:PlantMachinery2015-12-3106642151core:Non-currentFinancialInstruments2015-12-3106642151bus:PrivateLimitedCompanyLtd2016-01-012016-12-3106642151bus:FRS1022016-01-012016-12-3106642151bus:AuditExemptWithAccountantsReport2016-01-012016-12-3106642151bus:FullAccounts2016-01-012016-12-31xbrli:purexbrli:sharesiso4217:GBP