C.RO Ports Limited - Period Ending 2020-12-31
C.RO Ports Limited - Period Ending 2020-12-31
Registration number:
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C.RO Ports Limited
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Brebners
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C.RO Ports Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Income Statement |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
C.RO Ports Limited
Company Information
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Directors |
S M Hammond D J D Hooybergs B Dove-Seymour F S Maes G Walker J Rubens |
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Registered office |
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Auditor |
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C.RO Ports Limited
Strategic Report for the Year Ended 31 December 2020
The directors present their strategic report for the year ended 31 December 2020.
Principal activity
The principal activity of the company is that of an investment holding company.
Fair review of the business
The company’s subsidiaries own and operate a ro-ro ferry terminal, related port storage land, terminal land at the north bank of the Thames of 36 hectares and two ro-ro berths.
The company's key financial and other performance indicators during the year were as follows:
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Unit |
2020 |
2019 |
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Fixed assets |
£ |
63,000,100 |
63,812,100 |
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Capital and reserves |
£ |
64,726,732 |
64,748,068 |
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Equity to fixed asset ratio |
% |
103 |
101 |
Development and performance of the company’s business during the financial year
Given the nature of its business, the company has no turnover of its own, and few administrative expenses.
Principal risks and uncertainties
The Board of Directors is of the opinion that the Company has not been exposed to financial or non-financial risks other than those related to its business activity.
Through its subsidiaries, the company is exposed to the risks of a terminal owner and operator, such as market, legislative and environmental risks. The resolution of the UK’s future trading relationship with the European Union in December 2020 with the signing of the Trade and Cooperation Agreement has resolved some of the uncertainties resulting from Brexit that the company’s subsidiaries have faced since June 2016. In the immediate future its subsidiaries will need to implement new processes and deliver new border infrastructure to meet new customs and other checks on imports. Structural changes to freight patterns and volumes may also have an impact on port operations and the type of facilities that need to be provided. The directors consider that it will be some time before the longer-term consequences of the UK’s withdrawal from the EU on trade volumes and patterns will be evident.
In past years, the company has been able to rely on external financing. However, the risk remains that the financial markets will not make available sufficient funds to support the management of the company and that the interest charged will increase to such an extent that the investments no longer appear profitable in the long term.
C.RO Ports Limited
Strategic Report for the Year Ended 31 December 2020
Going concern
The company had net assets at 31 December 2020 amounting to £64,726,732.
The company is a co-borrower and co-obligor under a revolving credit facility with other members of its group. To date 68.5 million Euro is drawn under this facility.
The directors have considered the potential impact of COVID-19, which was declared a pandemic by the World Health Organisation and the resolution of the UK’s future trading relationship with the European Union in December 2020 with the signing of the Trade and Cooperation Agreement.
At the date of these financial statements, it is still not possible to evaluate the full impact of the Coronavirus, or the Trade and Cooperation Agreement, on the Group's and company’s operations. Nonetheless, the Board of Directors believes, to the best of its knowledge and belief, that the impact of the pandemic or the new trading relationship will not have a material impact upon the ability of the Company to continue as a going concern.
Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Approved by the
.........................................
Director
C.RO Ports Limited
Directors' Report for the Year Ended 31 December 2020
The directors present their report and the financial statements for the year ended 31 December 2020.
Directors of the company
The directors who held office during the year were as follows:
Dividends
No interim dividends were declared during the year and no final dividend is proposed.
Disclosure of information in the Strategic Report
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial instruments.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the Board on
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F S Maes
Director
C.RO Ports Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
C.RO Ports Limited
Independent Auditor's Report to the Members of C.RO Ports Limited
for the Year Ended 31 December 2020
Opinion
We have audited the financial statements of C.RO Ports Limited (the 'company') for the year ended 31 December 2020, which comprise the Income Statement, 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 2020 and of its loss 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 Auditor’s 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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.
C.RO Ports Limited
Independent Auditor's Report to the Members of C.RO Ports Limited
for the Year Ended 31 December 2020
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities (set out on page 5), 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 is 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.
Auditor’s 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 an auditor’s report 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.
C.RO Ports Limited
Independent Auditor's Report to the Members of C.RO Ports Limited
for the Year Ended 31 December 2020
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 an auditor’s report 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.
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For and on behalf of
130 Shaftesbury Avenue
W1D 5AR
C.RO Ports Limited
Income Statement for the Year Ended 31 December 2020
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Note |
2020 |
2019 |
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Turnover |
- |
- |
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Gross profit/(loss) |
- |
- |
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Administrative expenses |
( |
( |
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Other operating income |
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- |
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Operating loss |
(45,876) |
(463,435) |
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Other interest receivable and similar income |
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Loss before tax |
( |
( |
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Tax on loss |
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Loss for the financial year |
( |
( |
C.RO Ports Limited
Statement of Financial Position as at 31 December 2020
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Note |
2020 |
2019 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
62,000,100 |
62,000,100 |
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Profit and loss account |
2,726,632 |
2,747,968 |
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Shareholders' funds |
64,726,732 |
64,748,068 |
Approved and authorised by the
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F S Maes
Director
Company registration number: 02659496
C.RO Ports Limited
Statement of Changes in Equity for the Year Ended 31 December 2020
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Share capital |
Profit and loss account |
Total |
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At 1 January 2019 |
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Loss for the year |
- |
( |
( |
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Total comprehensive income |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 December 2019 |
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Share capital |
Profit and loss account |
Total |
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At 1 January 2020 |
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Loss for the year |
- |
( |
( |
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Total comprehensive income |
- |
( |
( |
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At 31 December 2020 |
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C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal activity of the company is that of an investment holding company.
The principal place of business is:
Long Reach House
London Road
Purfleet
Essex
RM19 1PD
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Summary of disclosure exemptions
Advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments have not been presented
(c) No disclosure has been given for the aggregate remuneration of key management personnel.
C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
Going concern
The company had net assets at 31 December 2020 amounting to £64,726,732. The company finances its operations on a group basis from a combined treasury function as disclosed in note 12 to the financial statements.
The directors have considered the potential impact of COVID-19 which was declared a pandemic by the World Health Organisation in 2020.
At the date of these financial statements, it is still not possible to evaluate the full impact of the Coronavirus on the company’s operations given that the full extent of possible restrictions is unknown. The Company however is an intermediate UK holding company and a member of a larger EU group of companies that operates in an essential sector and has remained operational since the outbreak of the pandemic. The Board of Directors believes, to the best of its knowledge and belief, that the impact of the virus and the measures taken to limit its spread will not have a material impact upon the ability of the Company to continue as a going concern.
Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Exemption from preparing group accounts
The company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, CLdN Lignes SA, a company incorporated in Luxembourg.
The financial statements contain information about C.RO Ports Limited as an individual company and do not contain consolidated financial information as the parent of a group.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 taxable income.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
Finance leases
Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.
The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
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Other gains and losses |
The analysis of the company's other gains and losses for the year is as follows:
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2020 |
2019 |
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Gain (loss) from changes in provisions |
- |
( |
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Other interest receivable and similar income |
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2020 |
2019 |
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Interest income on bank deposits |
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Other finance income |
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Staff costs |
The average number of persons employed by the company during the year, was
C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
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Taxation |
Tax charged/(credited) in the income statement
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2020 |
2019 |
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Current taxation |
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UK corporation tax |
( |
( |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2019 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2020 |
2019 |
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
( |
( |
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Effect of revenues exempt from taxation |
( |
- |
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Effect of expense not deductible in determining taxable profit (tax loss) |
- |
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Total tax credit |
( |
( |
C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
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Investments in subsidiaries, joint ventures and associates |
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2020 |
2019 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 January 2020 |
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Disposals |
( |
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At 31 December 2020 |
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Provision |
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At 1 January 2020 |
( |
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Eliminated on disposals |
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At 31 December 2020 |
- |
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Carrying amount |
|
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At 31 December 2020 |
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At 31 December 2019 |
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Details of undertakings
Details of the undertakings in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Holding |
Proportion of voting rights and shares held |
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2020 |
2019 |
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Ordinary shares |
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Ordinary shares |
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Ordinary shares |
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The registered office for all subsidiaries is situated at 130 Shaftesbury Avenue, 2nd Floor, London W1D 5EU.
* denotes indirect subsidiaries
C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
SUBSIDIARY UNDERTAKINGS
Purfleet Real Estate
The principal activity of Purfleet Real Estate Limited is that of property investment.
C.RO Ports London Limited
The principal activity of C.RO Ports London Limited is that of port operations and associated trades.
C.RO VEC Limited
The principal activity of C.RO VEC Limited is that of the enhancement and pre-delivery inspection of motor vehicles.
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Debtors |
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2020 |
2019 |
|
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Amounts owed by group undertakings |
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Other debtors |
|
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Prepayments |
- |
|
|
|
|
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Cash and cash equivalents |
|
2020 |
2019 |
|
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Cash on hand |
|
|
|
Creditors |
|
2020 |
2019 |
|
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Due within one year |
||
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Trade creditors |
- |
|
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Accrued expenses |
|
|
|
Corporation tax liability |
3,525 |
3,525 |
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C.RO Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
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Share capital |
Allotted, called up and fully paid shares
|
2020 |
2019 |
|||
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No. |
£ |
No. |
£ |
|
|
|
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62,000,100 |
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62,000,100 |
There are no restrictions on the repayment of capital or the declaration of dividends.
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Related party transactions |
In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year or amounts falling due between group undertakings where 100% of the voting rights are controlled within the group.
During the year a company under common control provided a treasury finance facility to the group. At 31 December 2020 an amount of £1,738,251 (2019: £954,430) was due to C.RO Ports Limited. During the year interest amounting to £19,321 (2019: £20,309) was receivable.
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Parent and ultimate parent undertaking |
The company's immediate parent undertaking is
The ultimate parent undertaking is
The parent of the smallest and largest group preparing group accounts incorporating the results of the company is CLdN Lignes SA, whose financial statements are available online from the Luxembourg Business Registers. The registered address of CLdN Lignes SA is 3-7 Rue Schiller L-2519, Luxembourg