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WITHERBY PUBLISHING GROUP LIMITED
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Company registration number SC333949
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FILING FINANCIAL STATEMENTS
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FOR THE YEAR ENDED 31 MAY 2019
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WITHERBY PUBLISHING GROUP LIMITED
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CONTENTS
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Statement of Financial Position
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Notes to the Financial Statements
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WITHERBY PUBLISHING GROUP LIMITED
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COMPANY INFORMATION
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G Macrosson
JSM Heney (resigned 12 November 2019)
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Morton Fraser Secretaries Limited
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1
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WITHERBY PUBLISHING GROUP LIMITED
REGISTERED NUMBER:SC333949
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of Section 1A 'Small Entities' of Financial Reporting Standard 102.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
As permitted by Section 444 of the Companies Act 2006, the directors have not delivered to the Registrar a copy of the company’s Statement of Income and Retained Earnings for the year ended 31 May 2019.
2
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WITHERBY PUBLISHING GROUP LIMITED
REGISTERED NUMBER:SC333949
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MAY 2019
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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IG Macneil
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The notes on pages 4 to 15 form part of these financial statements.
3
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
These financial statements are presented in Pounds Sterling (GBP), as that is the currency in which (the majority of) the company's transactions are denominated. They comprise the financial statements of the company drawn up for the year ended 31 May 2019.
The continuing activity of Witherby Publishing Group Limited is the publishing of training and reference material for the shipping industry.
The company is a private company limited by shares and is incorporated in the United Kingdom and registered in Scotland. Details of the registered office can be found on the company information page of these financial statements. The company's registered number is SC333949.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with applicable law and United Kingdom Accounting Standards including Section 1A 'Small Entities' of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice applicable to Small Entities).
The preparation of financial statements in compliance with Section 1A ‘Small Entities’ of FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company accounting policies.
The following principal accounting policies have been applied:
The directors have considered a period of at least twelve months from the date on which these financial statements have been signed and having considered all relevant information available to them, believe it appropriate to prepare the financial statements on a going concern basis.
4
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in the Statement of Income and Retained Earnings on an accruals basis.
5
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Income and Retained Earnings except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Income and Retained Earnings within 'other operating income'.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Income and Retained Earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight line basis over the lease term.
Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
6
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
2.Accounting policies (continued)
All borrowing costs are recognised in the Statement of Income and Retained Earnings in the year in which they are incurred.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
7
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance method.
Depreciation is provided on the following basis:
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Over the term of the lease
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Equipment, fixtures and fittings
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33% on cost and 15% reducing balance
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Income and Retained Earnings.
No depreciation is provided in respect of freehold property. In the opinion of the directors, the length of its estimated useful life along with the estimated residual value of the property is such that depreciation would not be material. Costs of repair and maintenance are charged to the statement of income when incurred.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
8
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Income and Retained Earnings in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
9
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
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The average monthly number of employees, including directors, during the year was 47 (2018 - 41).
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10
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
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FOR THE YEAR ENDED 31 MAY 2019
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Equipment, fixtures and fittings
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Charge for the year on owned assets
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11
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
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The following were subsidiary undertakings of the Company:
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Witherbys Publishing Limited
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Seamanship International Limited
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None of the subsidiaries traded during the current or previous year, and as a result they made neither profit nor loss. At 31 May 2019 Witherbys Publishing Limited and Seamanship International Limited had aggregate capital and reserves of £nil (2018: £nil), and Witherby Digital Limited had aggregate capital and reserves of £1 (2018: £1).
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Amounts owed by group undertakings
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Prepayments and accrued income
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12
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The following liabilities were secured:
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Details of security provided:
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The bank loan was secured by a guarantee and indemnity for £238,000 and interest thereon by Witherby Estate Management Limited, a subsidiary of the parent company, which was supported by a standard security over freehold property held and a bond and floating charge over the whole of the company's property and undertaking.
Handlesbanken has provided facilities to the company. At the end of the year facilities totalled £nil (2018: £nil). These facilities are secured with a floating charge which covers all the property or undertaking of the company and all and whole the property known as and forming new Cheviot House, Livingstone, EH54 6QN.
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Charged to profit or loss
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13
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
9.Deferred taxation (continued)
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost and charge represents contributions payable by the company to the fund and amounted to £39,952 (2018: £28,754). At 31 May 2019 contributions amounting to £9,211 (2018: £5,795) were payable to the fund and were included in creditors.
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Commitments under operating leases
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At 31 May 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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14
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WITHERBY PUBLISHING GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2019
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Related party transactions
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During the year advances totalling £9,910 (2018: £113,869) were made to IG Macneil, a director of the company. Repayments of £1,004 (2018: £913) were paid to the company during the year. Included within other debtors (Note 7) is a loan balance of £577,256 (2018: £568,351).
During the year advances totalling £9,931 (2018: £117,645) were made to K Heathcote, a director of the company. Repayments of £1,004 (2018: £nil) were paid to the company during the year. Included within other debtors (Note 7) is a loan balance of £573,074 (2018: £564,148).
There are no terms of interest on any of the above loans and they are repayable on demand.
During the year the company made donations totalling £140,750 (2018: £72,000) to the Witherby Publishing Group Trust. The Trust is controlled by IG Macneil, K Heathcote and J Machtelinckx who are all directors of the company.
During the year dividends totalling £nil (2018: £394,215) were paid to Witherby Investments Limited, the parent company.
Included within amounts owed by group undertakings is a loan of £231,596 (2018: £nil) due from Witherby Investments Limited, the parent company.
Included within amounts owed by group undertakings is a loan of £697,484 (2018: £124,177) due from Witherby Estate Management Limited (WEML), a company in which IG Macneil, K Heathcote, J Machtelinckx and DL Tait are all directors. WEML is also a 100% owned subsidiary of Witherby Investments Limited, the parent undertaking.
There are no terms of interest on these intercompany loans and they are all repayable on demand.
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Ultimate Parent Undertaking and Controlling Party
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The company's parent undertaking is Witherby Investments Limited, which owns the entire share capital of the company.
The ultimate controlling party is IG Macneil, who is a director of both Witherby Investments Limited and Witherby Publishing Group Limited.
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