Inver UK Limited - Limited company accounts 18.2
Inver UK Limited - Limited company accounts 18.2
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
FOR |
INVER UK LIMITED |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 7 |
Other Comprehensive Income | 8 |
Statement of Financial Position | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
INVER UK LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Croft Chambers |
11 Bancroft |
Hitchin |
Hertfordshire |
SG5 1JQ |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
The directors present their strategic report for the year ended 31 December 2018. |
REVIEW OF BUSINESS |
Consistent with the prior year the business has not traded in the year. Activity in the year relates to accruing interest on |
the intercompany loan for £15,194,928, audit fees of £5,000, and the tax implications of the intercompany interest of |
£428,667 vs £535,540 for the prior year. |
Following the year end the company's group parent embarked upon a group entity rationalisation program and it was |
decided that Inver UK Limited will cease to trade, and be wound up during 2019. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Company is not trading however it considers the risks associated with the promissory note described below: |
Valspar (UK) Funding Corporation Limited, a Company which acts as an intra-group funding company within the |
Valspar group of companies, issued a Promissory Note in favour of the Company in the amount of £13,385,930 in |
exchange for the cash and intergroup receivables of the company as at 30 September 2014. The Promissory Note may be |
redeemed in full or in part at any time without penalty and attracts interest at the rate of 2.65% plus the 1 Month GBP |
Libor rate. |
ON BEHALF OF THE BOARD: |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
The directors present their report with the financial statements of the company for the year ended 31 December 2018. |
DIVIDENDS |
No dividends will be paid for the period ended 31 December 2018 (2017 - £nil). |
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 |
Other changes in directors holding office are as follows: |
report. |
POLITICAL DONATIONS AND EXPENDITURE |
During the year the Company made no charitable or political donations (2017: £nil). |
DIRECTORS INDEMNITIES |
The group maintained throughout the period, and at the date of approval of the financial statements, liability insurance |
for its directors and officers. This is a qualifying provision for the purposes of the Companies Act 2006. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, 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), including Financial Reporting Standard 102 'The |
Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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. |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
AUDITORS |
The auditors, Bradshaw Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
INVER UK LIMITED |
Opinion |
We have audited the financial statements of Inver UK Limited (the 'company') for the year ended 31 December 2018 |
which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of |
Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The |
financial reporting framework that has been applied in their preparation is applicable law and United Kingdom |
Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the |
UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. |
Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the |
financial statements section of our report. We are independent of the company in accordance with the ethical |
requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, |
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit |
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
As per note 12 to the financial statements, the Company is not a going concern, and is intended to be wound up with 12 |
months of the balance sheet date. As such the accounts have not been prepared on a going concern basis. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic |
Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors |
thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise |
explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing |
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge |
obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or |
apparent material misstatements, we are required to determine whether there is a material misstatement in the financial |
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude |
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to |
report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, |
we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
INVER UK LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are |
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and |
for such internal control as the directors determine necessary to enable the preparation of financial statements that are |
free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a |
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of |
accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic |
alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from |
material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. |
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs |
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are |
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic |
decisions of users taken on the basis of these financial statements. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting |
Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
Croft Chambers |
11 Bancroft |
Hitchin |
Hertfordshire |
SG5 1JQ |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
Period |
1.10.16 |
Year Ended | to |
31.12.18 | 31.12.17 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | 5 | ( |
) | ( |
) |
Interest receivable and similar income | 6 |
PROFIT BEFORE TAXATION |
Tax on profit | 7 |
PROFIT FOR THE FINANCIAL YEAR |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
Period |
1.10.16 |
Year Ended | to |
31.12.18 | 31.12.17 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2018 |
31.12.18 | 31.12.17 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 8 |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors on |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 October 2016 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2017 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2018 |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
1. | STATEMENT OF COMPLIANCE |
Inver UK Limited is a limited company incorporated in England. The registered office is: |
Avenue One |
Station Lane |
Witney |
Oxfordshire |
OX28 4XR |
The Company's financial statements have been prepared in compliance with FRS 102 as it applies to the financial |
statements for the period ended 31 December 2018 |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared in accordance with applicable accounting standards. The financial |
statements are prepared in sterling. |
As explained in Note 12, the company has ceased trading since the balance sheet date. The financial statements |
have been prepared on a basis other than that of a going concern which includes, where appropriate, writing |
down the company's assets to net realisable value. Provision has also been made for any contractual |
commitments that have become onerous at the balance sheet date. The financial statements do not include any |
provision for the future costs of terminating the business of the company except to the extent that such costs were |
committed at the balance sheet date. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, |
as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of Section 33 Related Party Disclosures paragraph 33.7. |
Taxation |
Taxation for the year comprises current 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 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 taxation |
Deferred tax is not recognised. |
Short-term debtors and creditors |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at |
transaction price. Any losses arising from impairment are recognised in the income statement in other operating |
income. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2018 nor for the period ended 31 December 2017. |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
4. | DIRECTORS' REMUNERATION |
Period |
1.10.16 |
Year Ended | to |
31.12.18 | 31.12.17 |
£ | £ |
Directors' remuneration |
Directors' remuneration for the year ended 31 December 2018 and period ended 31 December 2017 have been |
borne by the ultimate parent undertaking. The directors of the Company are also directors or officers of other |
companies within the Sherwin-Williams group. The directors' services to the company do not occupy a |
significant amount of their time. As such, the directors do not consider that they have received any remuneration |
for their incidental services to the Company for the year ended 31 December 2018 and period ended 31 |
December 2017. All directors have retirement benefits accruing to them under pension schemes with |
Sherwin-Williams. |
Share options in the ultimate parent undertaking are granted to the directors. During the year no directors |
exercised share options (2017: nil). |
5. | OPERATING LOSS |
The operating loss is stated after charging: |
Period |
1.10.16 |
Year Ended | to |
31.12.18 | 31.12.17 |
£ | £ |
Auditors' remuneration |
6. | INTEREST RECEIVABLE AND SIMILAR INCOME |
Period |
1.10.16 |
Year Ended | to |
31.12.18 | 31.12.17 |
£ | £ |
Inter-company loan interest |
Interest receivable is due from Valspar (UK) Funding Corporation to Inver UK Limited for a promissory note |
issued on 30 September 2014 for £13,385,930. Interest is accrued at the rate of 2.65% plus 1 Month GBP Libor |
rate. |
7. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2018 nor for the period ended |
31 December 2017. |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is |
explained below: |
Period |
1.10.16 |
Year Ended | to |
31.12.18 | 31.12.17 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2017 - |
Effects of: |
Group relief | (79,725 | ) | (100,544 | ) |
Total tax charge | - | - |
In his budget of 8 July 2015, the Chancellor announced reductions in the UK corporation tax rate to 18% with |
effect from 1 April 2020. |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.18 | 31.12.17 |
£ | £ |
Amounts owed by group undertakings |
Amounts owed by group undertakings amounting to £15,194,928 (2017 - £14,766,261) attract interest and are |
receivable on demand (the Promissory note may be redeemed in full or in part at any time without penalty and |
attracts interest at the rate of 2.65% plus the 1 Month GBP Libor rate). |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.18 | 31.12.17 |
£ | £ |
Other creditors |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.18 | 31.12.17 |
value: | £ | £ |
Ordinary shares | £1 | 1,700,000 | 1,700,000 |
11. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The |
Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party |
transactions with wholly owned subsidiaries within the group. |
INVER UK LIMITED (REGISTERED NUMBER: 06707425) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
12. | POST BALANCE SHEET EVENTS |
Following the year end the company's group parent embarked upon a group entity rationalisation program. As |
part of this entity rationalisation program it was decided that Inver UK Limited will cease to trade, and be |
wound up. It is intended that Inver UK Limited shall be dissolved by 31 December 2019. |
13. | ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY |
The Company's immediate parent undertaking is Inver S.p.A. Inver S.p.A is the parent undertaking of the |
smallest group of undertakings to consolidate these financial statements at 31 December 2018. |
The Company's ultimate parent undertaking and controlling party is Sherwin-Williams, which is incorporated in |
the United States of America. Copies of its group financial statements, which include the Company, are available |
from: |
The Sherwin Williams Company |
101 W.Prospect Ave |
Cleveland |
Ohio |
USA |
44115-1075 |