Sesimbra Limited - Limited company accounts 16.3

REGISTERED NUMBER: 06961090 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2016

for

Sesimbra Limited

Page

Company Information

1

Report of the Directors

2

Chartered Accountants' Report

3

Income Statement

4

Statement of Financial Position

5

Statement of Changes in Equity

6

Notes to the Financial Statements

7

DIRECTORS:

J M A Griffiths

K L Jones

O P G Parker

J A Wetherall

SECRETARY:

Ptl Services Limited

REGISTERED OFFICE:

42-50 Hersham Road

Walton-on-Thames

Surrey

KT12 1RZ

REGISTERED NUMBER:

06961090 (England and Wales)

ACCOUNTANTS:

Chelepis Watson Limited

Chartered Accountants

67 Westow Street

Upper Norwood

London

SE19 3RW

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

CESSATION OF TRADING

The company ceased trading on 31 December 2016.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of investment holding company.

On 24 March 2016, the company disposed of its interest in Vintem Limited for a cash consideration of €280,000. The

company has not traded since and is winding down its operations and with effect from 31 December 2016 has ceased to

trade. Therefore these financial statement for the year ended 31 December 2016 will be the last and final financial

statements that the company will be reporting.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2016 to the date of this

report.

J M A Griffiths

K L Jones

O P G Parker

J A Wetherall

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:

J M A Griffiths - Director

29 September 2017

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the

financial statements of Sesimbra Limited for the year ended 31 December 2016 which comprise the Income Statement,

Statement of Financial Position, and the related notes from the company's accounting records and from information and

explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Sesimbra Limited, as a body, in accordance with the terms of our engagement letter dated 8 September 2016. Our work has been undertaken solely to prepare for your approval the financial statements of Sesimbra Limited and state those matters that we have agreed to state to the Board of Directors of Sesimbra Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Sesimbra Limited Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Sesimbra Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Sesimbra Limited. You consider that Sesimbra Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Sesimbra Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Chelepis Watson Limited

Chartered Accountants

67 Westow Street

Upper Norwood

London

SE19 3RW

Date: .............................................

TURNOVER

-

-

Administrative expenses

358,660

95,150

OPERATING LOSS

(358,660

)

(95,150

)

Waiver of shareholder loans

5

3,801,474

-

Waiver of subsidiary loans

5

(3,591,272

)

-

Profit on sale of investment

5

209,014

-

60,556

(95,150

)

Interest receivable and similar income

(95,714

)

124,646

(35,158

)

29,496

Interest payable and similar expenses

(111,272

)

124,895

PROFIT/(LOSS) BEFORE TAXATION

76,114

(95,399

)

Tax on profit/(loss)

6

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

76,114

(95,399

)

FIXED ASSETS

Investments

7

-

112,313

CURRENT ASSETS

Debtors

8

-

3,453,541

Cash at bank

11,898

334

11,898

3,453,875

CREDITORS

Amounts falling due within one year

9

6,601

3,541,905

NET CURRENT ASSETS/(LIABILITIES)

5,297

(88,030

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,297

24,283

CAPITAL AND RESERVES

Called up share capital

10

1

1

Capital reserve

11

-

95,317

Retained earnings

11

5,296

(71,035

)

SHAREHOLDERS' FUNDS

5,297

24,283

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2016.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2016 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 29 September 2017 and were signed on its behalf by:

J M A Griffiths - Director

J A Wetherall - Director

Called up

share

Retained

Capital

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2014

-

(40,815

)

177,915

137,100

Changes in equity

Issue of share capital

1

-

-

1

Total comprehensive income

-

(30,220

)

(82,598

)

(112,818

)

Balance at 31 December 2015

1

(71,035

)

95,317

24,283

Changes in equity

Total comprehensive income

-

76,331

(95,317

)

(18,986

)

Balance at 31 December 2016

1

5,296

-

5,297

1.	COMPANY INFORMATION

Sesimbra Limited is a limited liability company incorporated in England. The registered office is 42-50 Hersham

Road, Walton-on-Thames, Surrey, KT12 1RZ.

2.	STATUTORY INFORMATION

Sesimbra Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

3.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

4.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical costs convention and in accordance with FRS

102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland.

FRS 102 gives an accounting policy choice for financial instruments, namely:

(a) apply the provisions of FRS 102 in full;

(b) apply the recognition and measurement provisions of IAS 39 (as adopted by the European Union) and the

disclosure requirements of FRS 102; or

(c) apply the recognition and measurement provisions of IFRS 9 and/or IAS 39 (as amended following the

publication of IFRS 9) and the disclosure requirements of FRS 102.

The Company has elected to apply the recognition and measurement provisions of IAS 39 (as adopted by the

European Union) and the disclosure requirements of FRS 102 in respect of financial instruments.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the statement of financial position date.

Deferred tax

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

statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are initially recorded at the rate of exchange ruling at the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of

exchange ruling at the statement of financial position date. All differences are taken to the statement of

comprehensive income.

Fixed asset investments

Fixed asset investments, in subsidiary undertakings are recognised initially at fair value which is normally the

transaction price (including transaction costs). Subsequently they are measured at cost less any provision for

impairment in value which approximates to fair value.

Interest receivable

Interest income is recognised in profit and loss as it accrues, using the effective interest method.

Financial assets and liabilities

The Company has elected to apply the recognition and measurement provision of IAS 39 (as adopted for use in

the EU) and the disclosure requirements of sections 11 and 12 of FRS 102 in respect of financial instruments.

Intercompany loans and receivables

All loans and borrowing are recognised initially at fair value, net of transaction costs, and are measured

subsequently at amortised cost using the effective interest method. Gains or losses are recognised in the

statement of comprehensive income when liabilities are derecognised or impaired, as well as through the

amortisation process.

5.	EXCEPTIONAL ITEMS

Period

1.10.14

Year Ended

to

31.12.16

31.12.15

£

£

Waiver of shareholder loans

3,801,474

-

Waiver of subsidiary loans

(3,591,272

)

-

Profit on sale of investment

209,014

-

419,216

-

On 22 March 2016 the entire loans to the subsidiary, Vintem Limited were forgiven.

On 24 March 2016 the company disposed of its interest in Vintem Limited for a cash consideration of €280,000.

On 30 September 2016 the loans from the shareholder were forgiven.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2016 nor for the period ended

31 December 2015.

Tax effects relating to effects of other comprehensive income

31.12.16

Gross

Tax

Net

£

£

£

Unwinding of FV on interest income

(95,100

)

-

(95,100

)

Exchange adjustment on FV asset

Unwinding of FV on interest payable

95,317

-

95,317

Exchange adjustment on FV liabilities

FV adjustment on loan

(95,317

)

-

(95,317

)

(95,100

)

-

(95,100

)

1.10.14 to 31.12.15

Gross

Tax

Net

£

£

£

Unwinding of FV on interest income

(79,320

)

-

(79,320

)

Exchange adjustment on FV asset

61,901

-

61,901

Unwinding of FV on interest payable

69,920

-

69,920

Exchange adjustment on FV liabilities

12,678

-

12,678

FV adjustment on loan

(82,598

)

-

(82,598

)

(17,419

)

-

(17,419

)

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2016

112,313

Disposals

(17,213

)

Impairments

(95,100

)

At 31 December 2016

-

NET BOOK VALUE

At 31 December 2016

-

At 31 December 2015

112,313

On 24 March 2016 the company disposed of its entire interest in Vintem Limited for a cash consideration of

€280,000.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.16

31.12.15

£

£

Amounts owed by group undertakings

-

3,453,541

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.16

31.12.15

£

£

Amounts owed to group undertakings

-

3,536,696

Accruals and deferred income

6,601

5,209

6,601

3,541,905

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.16

31.12.15

value:

£

£

1

Ordinary

£1

1

1

11.

RESERVES

Retained

Capital

earnings

reserve

Totals

£

£

£

At 1 January 2016

(71,035

)

95,317

24,282

Profit for the year

76,114

-

76,114

Adjustment to fair values

(95,100

)

-

(95,100

)

Capital contribution unwinding

95,317

(95,317

)

-

At 31 December 2016

5,296

-

5,296