Accounts filed on 31-10-2014

Accounts filed on 31-10-2014

ADESTE MANAGEMENT SERVICES LIMITED - Company Information

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2013-11-012014-10-3104247815falsetruehttp://www.companieshouse.gov.uk/cd:Director12013-11-012014-10-31http://www.companieshouse.gov.uk/cd:OrdinaryShareClass12013-11-012014-10-31http://www.companieshouse.gov.uk/cd:OrdinaryShareClass22013-11-012014-10-31http://www.companieshouse.gov.uk/cd:OrdinaryShareClass12014-10-31http://www.companieshouse.gov.uk/cd:OrdinaryShareClass22014-10-31http://www.companieshouse.gov.uk/cd:OrdinaryShareClass12013-10-31http://www.companieshouse.gov.uk/cd:OrdinaryShareClass22013-10-31http://www.companieshouse.gov.uk/2012-11-012013-10-31http://www.companieshouse.gov.uk/2013-11-012014-10-31http://www.companieshouse.gov.uk/2013-10-31http://www.companieshouse.gov.uk/2014-10-31http://www.companieshouse.gov.uk/2013-10-31iso4217:GBPxbrli:sharesxbrli:pure
Registered number: 04247815
Adeste Management Services Limited
ABBREVIATED ACCOUNTS
FOR THE YEAR ENDED 31/10/2014

Adeste Management Services Limited
ABBREVIATED ACCOUNTS
FOR THE YEAR ENDED 31/10/2014
INDEX TO THE ACCOUNTS
Abbreviated Balance Sheet2
Notes to the Abbreviated Accounts3
The company's registered number is 04247815

Adeste Management Services Limited
Registered Number: 04247815
BALANCE SHEET AT 31/10/2014
20142013
Notes££
CURRENT ASSETS
Cash at bank and in hand46,88449,884
46,88449,884
CREDITORS: Amounts falling due within one year1,221,8121,141,663
NET CURRENT LIABILITIES(1,174,928)(1,091,779)
TOTAL ASSETS LESS CURRENT LIABILITIES(1,174,928)(1,091,779)
CREDITORS: Amounts falling due after more than one year25,977,6106,696,027
NET LIABILITIES(7,152,538)(7,787,806)
CAPITAL AND RESERVES
Called up share capital32,640,5192,640,519
Share premium account2,890,0132,890,013
Profit and loss account(12,683,070)(13,318,338)
SHAREHOLDERS' FUNDS(7,152,538)(7,787,806)
For the year ending 31/10/2014 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
Approved by the board on 25/06/2015 and signed on their behalf by
G J Robeson
Director

Adeste Management Services Limited
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31/10/2014
1. ACCOUNTING POLICIES
1a. Basis Of Accounting
The financial statements have been prepared under the historical cost convention, and in accordance with applicable accounting standards.
1b. Going Concern
At 31 October 2014, the company had net liabilities of £7,152,538. The directors believe that loan note holders will not seek repayment of the amounts outstanding included within creditors due after one year of £5,977,610 before the repayment date. The loan notes are due for repayment on 7 October 2015.
The company is further financed by a loan facility from a related party (see note 8). The directors believe that the facility will remain in place until 31 July 2015 and repayment will not be sought unless cash resources permit.
The company has prepared cash flow forecasts for the twelve month period from the date of approval of these financial statements. After making appropriate enquiries, the directors believe that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and will be able to seek deferment of the loans. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.
1c. Loans
Loans are initially stated in the balance sheet at the amount advanced together with any directly attributable costs in connection with the issue. Loan arrangement fee income and any directly attributable costs are amortised through the profit and loss account at a constant periodic rate.
1d. Finance Costs
The costs relating to obtaining finance are amortised through the profit and loss account at a constant periodic rate.
1e. Exceptional Items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.

Adeste Management Services Limited
2. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
20142013
££
Convertible loan notes5,977,6106,696,027
5,977,6106,696,027
On 7 October 2005, the company issued £6,450,000 of loan notes at par to settle existing debts. These loan notes are convertible at 0.1p for each ordinary share in the company at the loan note holder's option. £500,000 of these loan notes bear interest at 5% per annum and the remaining loan notes of £5,959,000 are non-interest bearing. Both loan notes were repayable on 7 October 2012, however the directors have renegotiated the terms to 7 October 2015. On 13 September 2010, £1,200,000 of the loan notes were converted into 1,200,000,000 ordinary shares of £0.001 each, on the basis of 1,000 ordinary shares for each £1 of loan notes converted, as noted above. £4,750,000 of these loan notes are secured by a charge on the company's assets and the remainder are unsecured.
3. SHARE CAPITAL 20142013
££
Allotted, issued and fully paid:
1272025963 Ordinary shares of £0.001 each12720261272026
72025963 Deferred Shares of £0.019 each13684931368493
2,640,5192,640,519
4. RELATED PARTY TRANSACTIONS
Kaloshar Limited Included in creditors as at 31 October 2014 are amounts owed to Kaloshar Limited of £5,930,394 (2013: £5,872,830). In view of the size of this debt, the directors believe that transactions with Kaloshar Limited and its related parties should be disclosed as related party transactions. Kaloshar limited is controlled by The Rowland Purpose Trust 2001. These transactions are explained below. On 7 October 2005, the company issued convertible loan notes at par totalling £7,200,000 to replace the existing loan due to Kaloshar Limited. These loan notes are convertible at 0.1p share at the option of the note holder and are redeemable as follows: i) £750,000 - original redemption date 7 October 2007, extended to 7 October 2015, however the note holder has confirmed they will not seek repayment before 30 June 2016, bearing interest at 5% per annum; ii) £500,000 - redemption date 7 October 2012, extended to 7 October 2015 and bearing interest at 5% per annum; and During 2010, £1,200,000 of the £5,950,000 non-interest bearing loan note issued to Kaloshar Limited was converted into 1,200,000,000 ordinary shares of 0.1p each, on the basis of 1,000 ordinary shares for each £1 of loan notes converted, as set out in the terms of the loan notes issued. During the current year, interest accrued on these loan notes of £57,565 (2013: £54,757) to Kaloshar Limited and at 31 October 2014 the company owed Kaloshar Limited £5,930,394 (2013: £5,872,830)
Mr Leo Knifton, Mr Jonathan Rowland, Caldicot Management Limited On 7 October 2005, the 5% convertible loan note for £500,000 was assigned to Mr Leo Knifton and Mr Jonathan Rowland, who were both directors of Adeste Management Services Limited at the time. On the same date, the company issued 5% convertible loan notes at par to replace cash advances made by Caldicot Management Limited (£30,000), Mr Leo Knifton (£10,000) and Mr Jonathan Rowland (£10,000). During the current year, interest accrued on these loan notes of £19,896 (2013: £18,929) to Mr Leo Knifton, £19,896 (2013: £18,929) to Mr Jonathan Rowland and £2,303 (2013: £2,190) to Caldicot Management Limited. Following negotiation by the company, the loan notes assigned to Mr Leo Knifton and Mr Jonathan Rowland were written off . At 31 October 2014 the company owed Caldicot Management Limited £47,216 (2013: £44,913).
Lawgra (No.365) Limited On 28 September 2005, the company entered into a loan facility of £300,000 with Lawgra (No.365) Limited to meet its liabilities as they fall due. This has subsequently increased to £1.2 million and been extended until 31 July 2015. The company will be negotiating new terms to extend the facility. The loan facility is unsecured and repayable on demand; interest accrues on the outstanding balance at 5% per annum. During the year, the accrued interest on the loan was £58,530 (2013: £55,676). Included in creditors as at 31 October 2014 are amounts due to Lawgra (No.365) Limited of £1,200,193 (2013: £1,141,663). Graham Robeson is a director of Lawgra (No.365) Limited, which is controlled by The Rowland Purpose Trust 2001.

Adeste Management Services Limited
5. EXCEPTIONAL INCOME - LOAN NOTES
On 31 October 2014, loan notes including accrued interest totalling £818,077 were written off and recognised as exceptional income in the year.
20142013
££
Exceptional income818,077-
6. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
20142013
££
Opening shareholders' deficit(7,787,806)(7,637,325)
Loss for the year635,268(150,481)
Closing shareholders' deficit(7,152,538)(7,787,806)
7. INTEREST PAYABLE AND SIMILAR CHARGES 20142013
££
Interest on loans repayable within 5 years158,191150,481
158,191150,481
8. CONTINGENT LIABILITIES
On 23 December 2003, the company received a fee of £60,000 for guaranteeing the obligations of MJS Lens (Automation) Limited under the lease of premises. The company received a counter indemnity from Sauflon Pharaceuticals Limited in the event that any claim was made under the lease guarantee.
The directors believe the probability that there will be any liability for the company under this guarantee is remote; the maximum potential liability would be £600,000.
9. CONTROLLING PARTY
The controlling party is Kaloshar Limited, a company registered in British Virgin Islands. Kalshar Limited is ultimately controlled by The Rowland Purpose Trust 2001.