TIDMHWC
RNS Number : 7236R
Highway Capital PLC
30 June 2015
Highway Capital Plc
Results for the Year ended 28 February 2015
Chairman's statement
Results for 12 months ended 28 February 2015 show a loss before
tax of GBP124,290 (2014: GBP103,697 loss).
The company had cash in the bank and in hand of GBP12,251 at the
balance sheet date. The board does not consider it appropriate to
declare a dividend.
At a general meeting of the shareholders on 9 April 2015,
authority was given to the directors to issue up to GBP3,000,000
nominal value convertible loan notes capable of conversion by the
holders at no less than 10p per ordinary share. This will enable
the directors to put the company on a sound financial footing.
Since the year end date, Mr M Szytko, a director and shareholder
of the company, has made a further loan of GBP120,000 to the
company under the terms of the convertible loan notes, to ensure
that the company continues to have adequate resources.
Highway Capital is a small cash shell, looking to reverse in
another company with a suitable business. We have been approached
by several such companies and their advisors, and we continue to
have discussions with various of them.
D M D A Wheatley
Chairman
30 June 2015
Strategic report
The company is a stand-alone "cash shell" and the board is
actively seeking to acquire a suitable business.
The loss on ordinary activities for the year before taxation was
GBP124,290 (2014: loss GBP103,697). After taxation and dividends,
the deficit of GBP124,290 (2014: deficit GBP103,697) has been
transferred to reserves.
The company remains a "cash shell" and the board continues to
identify and evaluate target companies as it seeks opportunities to
maximize the value of the company. In the meantime, the company
continues to keep expenditure to a minimum in order to preserve its
cash resources. The company had cash at bank and in hand of
GBP12,251 at 28 February 2015.
At the date of approval of the accounts the company has agreed
the additional loan funding that it considers necessary to enable
it to continue to meet its liabilities as they fall due.
The principal risks and uncertainties that the company faces are
in identifying and acquiring a suitable target company. The income
of the company fluctuates with movements in interest rates.
The company has two male non-executive directors and no other
employees.
As further explained in the Chairman's statement, the directors
have been approached by several companies and their advisors
looking to reverse in another company with a suitable business, and
they continue to have discussions with various of them.
D M D A Wheatley
Chairman
30 June 2015
Directors' report
Your directors have pleasure in submitting their report and the
audited accounts for the year ended 28 February 2015, and consider
it to be fair, balanced and understandable.
Principal activity
The company is a stand-alone "cash shell" and the board is
actively seeking to acquire a suitable business. Business review
and management report
The loss on ordinary activities for the year before taxation was
GBP124,290 (2014: loss GBP103,697). After taxation and dividends,
the deficit of GBP124,290 (2014: deficit GBP103,697) has been
transferred to reserves.
The company remains a "cash shell" and the board continues to
identify and evaluate target companies as it seeks opportunities to
maximize the value of the company. In the meantime, the company
continues to keep expenditure to a minimum in order to preserve its
cash resources. The company had cash at bank and in hand of
GBP12,251 at 28 February 2015.
The principal risks and uncertainties that the company faces are
in identifying and acquiring a suitable target company. The income
of the company fluctuates with movements in interest rates.
Events that have occurred since the end of the financial year
are detailed in note 16 to the accounts. Details of future
developments can be found in the Chairman's statement.
Dividends
The directors do not recommend the payment of a final dividend
for the year.
Directors
The following directors served during the year to 28 February
2015:
D. M. D. A. Wheatley (Chairman)
M. Szytko
Details of directors' remuneration, service contracts and
interests in the ordinary shares of the company are included in the
directors' remuneration report below.
Mr Wheatley retires by rotation and offers himself for
re-election at the annual general meeting. Mr Wheatley does not
have a service contract with the company. Following formal
performance evaluation, the board believes that the non-executive
director has performed effectively and that Mr Wheatley should be
re-elected.
Biographies of directors
Dominic Wheatley, 56, was appointed a non-executive director and
Chairman on 19 September 2011, and was previously on the board from
2001 to 2006. Mr Wheatley is CEO of Catalis SE, a publically held
video games and media testing company based in the US and Europe.
He also co-founded Bright Things, the company which is now named
SocialGO, in September 2004. Mr Wheatley has considerable executive
management experience in the video games industry. He co-founded
Domark in 1984, a video games company that he later reversed into
Eidos. In 1992 he established Domark's US subsidiary in California.
The company changed its name and Mr Wheatley served as CEO of Eidos
Interactive until 1997. He then became an investor in various
companies, some of which he joined as a Director and helped float
on the London Stock Exchange (Statpro plc, Kuju plc, and Telecom
Plus plc). He recently reversed a financial services company into a
cash shell called Tavistock plc of which he was a director. He also
has commercial interests in France.
Maciej Szytko, 32, was appointed as a non-executive director on
19 September 2011. He is a Commercial Studies graduate from the
University of Westminster. Over the past 9 years, he has held a
number of managerial positions in the hospitality industry. He is
currently a self-employed adviser and active investor in public and
private companies with a focus on the Commonwealth of Independent
States (CIS) and the Warsaw Stock Exchange (WSE), where his first
financial successes occurred.
Substantial shareholdings
At 28 February 2015 the company had been notified, in accordance
with the Disclosure and Transparency Rules of the Financial
Services Authority, of the following notifiable interests in the
ordinary share capital of the company:
Number of Ordinary Shares Percentage
Holding
R. B. Rowan 2,375,745 27.18%
M. Szytko 2,622,060 29.99%
D. Wheatley 435,644 4.98%
P. Fellerman 1,050,000 12.01%
The only subsequent notified change up to 26 June 2015, was a
decrease in the shareholding of P. Fellerman from 1,050,000 (12.01
per cent.) to 1,025,000 (11.72 per cent.).
Fixed assets
There have been no movements in fixed assets during the
year.
Payment of suppliers
It is the company's policy to pay suppliers in accordance with
the terms agreed for each transaction.
Audit information
The directors are satisfied that the auditors are aware of all
information relevant to the audit of the company's accounts for the
year to 28 February 2015 and that they have taken all steps that
they ought to have taken as directors in order to make themselves
aware of any relevant audit information and to establish that the
company's auditors are aware of that information.
Auditors
Shipleys LLP were appointed as auditors of the company by the
directors and a resolution proposing that they be re-appointed as
auditors of the company will be put to the annual general
meeting.
Share capital and voting rights
Throughout the year, the authorised share capital has been
GBP1,000,000 divided into 50,000,000 ordinary shares of 2p each,
and the issued share capital has been GBP174,804 divided into
8,740,201 ordinary shares of 2p each. Each ordinary share has full
voting rights. It is intended that resolutions to authorise the
directors to allot shares up to an aggregate nominal amount of
GBP34,960 and to dis-apply the pre-emption rights on allotments of
shares up to an aggregate nominal amount of GBP17,480 will be
proposed at the AGM.
Going concern
The company is a "cash shell", and, apart from a small amount of
interest receivable, currently has no income stream. Until a
suitable trading business is acquired, it is therefore dependent on
its cash reserves to fund ongoing costs. At the date of approval of
the accounts the company has agreed the additional funding that it
considers necessary to enable it to be able to continue to meet its
liabilities as they fall due.
After reviewing the company's budget for 2015/2016 and its
medium term plans, the directors have a reasonable expectation
that, following the further GBP120,000 loan to the company that Mr
M Szytko, a director and shareholder of the company, has agreed to
provide under the terms of the convertible loan notes, and his
undertaking to provide additional funding as needed, the company
will have adequate resources to continue in operational existence
for the foreseeable future. The company has received written
confirmation that the full amount of the loan will be received by
the date of approval of the accounts. For this reason, they
continue to adopt the going concern basis in preparing the
accounts.
Carbon emissions
The company is currently a non-trading "cash-shell" with no head
office and no employees other than its directors, and therefore has
minimal carbon emissions.
Financial risk management
The company's financial risk management objective is to
minimise, as far as possible, the company's exposure to such risk
as detailed in note 20 to the accounts.
By order of the board
M. Szytko
Secretary
30 June 2015
Directors' remuneration report
Introduction
The information included in this report is not subject to audit
other than where specifically indicated.
Remuneration committee
The remuneration committee consists of the non-executive
directors, Dominic Wheatley and Maciej Szytko. This committee's
primary function is to review the performance of executive
directors and senior employees and set their remuneration and other
terms of employment. Since the disposal of its trading subsidiary
on 24 January 2001, the company has only had one executive director
and no senior employees.
The committee is also responsible for administering any share
option scheme or bonus schemes. The only such scheme in place is
the Executive Share Option Scheme, which has been approved by HM
Revenue & Customs. Options in respect of 60,000 shares at an
exercise price of 50p per share held by ex-employees, expired on 24
January 2002. There are currently no options granted and no
directors hold share options.
The remuneration committee determines the company's policy for
the remuneration of directors, having regard to the UK Corporate
Governance Code and its provisions on directors' remuneration.
The remuneration policy
It is the aim of the committee to remunerate directors
competitively and to reward performance. Details of the
remuneration packages of individual directors are set out below.
There are currently no share options, long term incentive plans,
performance bonuses or pension schemes in place. The views of the
shareholders have been considered in the formulation of the
remuneration policy, including through meeting at the AGM. At the
last AGM on 5 September 2014 a resolution was passed to approve the
directors' remuneration report and the percentage of votes cast for
was 98%. It is the intention to implement a similar directors'
remuneration policy in 2016 to that in 2015.
Service agreements and terms of appointment
None of the directors has a service contract with the
company.
Directors' interests
The directors' interests in the share capital of the company are
shown below. All interests are beneficial.
Number of ordinary
shares
28.2.2015 28.2.2014
M. D. A. Wheatley 435,644 435,644
M. Szytko 2,622,060 2,622,060
There have been no notified changes in the interests of the
directors since the year end.
Directors' emoluments (audited)
Directors' emoluments including amounts payable to third parties
in respect of directors' services are comprised as follows:
Basic Compensation Taxable 2015 2014
Non-executive directors: Fees Salary payment Benefits Total
Total
M. D. A. Wheatley 20,000 - - - 20,000 20,000
P. Levey (resigned 31.12.13) - - - - - 16,667
M. Szytko 24,000 - - - 24,000 15,500
GBP44,000 GBP- GBP- GBP- GBP44,000 GBP52,167
No pension contributions were made by the company on behalf of
its directors.
No director currently has share options, and no share options
were granted to or exercised by the directors during the period
under review.
Approval by shareholders
At the next annual general meeting of the company a resolution
approving this report is to be proposed as an ordinary
resolution.
This report was approved by the board on 30 June 2015 and signed
on its behalf by:
D. M. D. A. Wheatley
Remuneration Committee Chairman
Corporate governance
The policy of the board is to manage the affairs of the company
with reference to the UK Corporate Governance Code, which is
publicly available from the Financial Reporting Council. In July
2013 the company changed from a Premium to a Standard listing.
Application of principles of good governance Board of
directors
The board currently comprises the two non-executive directors:
Dominic Wheatley and Maciej Szytko. The articles of association
require a third, but not greater than a third, of the directors to
retire by rotation each year. Since 19 September 2011 the
non-executive Chairman has been Dominic Wheatley, and the senior
independent director has been Edward Levey, until his resignation
on 31 December 2013. Since the disposal of the company's trading
subsidiary on 24 January 2001 the company has not had a Chief
Executive. The board intends to appoint a Chief Executive when a
new business is acquired.
There are regular board meetings each year and other meetings
are held as required to direct the overall company strategy and
operations. Board meetings follow a formal agenda covering matters
specifically reserved for decision by the board. These cover key
areas of the company's affairs including overall strategy,
acquisition policy, approval of budgets, major capital expenditure
and significant transactions and financing issues.
The board has delegated certain responsibilities, within defined
terms of reference, to the audit committee and the remuneration
committee as described below. The appointment of new directors is
made by the board as a whole.
During the year ended 28 February 2015, there were 11 board
meetings, 1 audit committee meeting and 1 remuneration committee
meeting. All meetings were fully attended.
The board undertakes a formal annual evaluation of its own
performance and that of its committees and individual directors,
through discussions and one-to-one reviews with the Chairman and
the senior independent director. The terms and conditions of
appointment of the non-excutive directors are available for
inspection at Eden House, Reynolds Road, Beaconsfield HP9 2FL.
Audit committee
The audit committee is currently headed by Dominic Wheatley, the
Chairman, and also comprises Maciej Szytko. Edward Levey, another
non-executive director, who has relevant financial experience and
up to date knowledge of financial matters was also on the audit
committee, until his resignation on 31 December 2013. The
committee's terms of reference are in accordance with the UK
Corporate Governance Code.
The committee reviews the company's financial and accounting
policies, interim and final results and annual report prior to
their submission to the board, together with management reports on
accounting matters and internal control and risk management
systems. It reviews the auditors' management letter and considers
any financial or other matters raised by both the auditors and
employees.
The committee considers the independence of the external
auditors and ensures that their objectivity and independence are
not impaired. During the year no non-audit services were provided
by the external auditors.
The committee has primary responsibility for making
recommendations to the board in respect of the appointment,
reappointment and removal of the external auditors.
Remuneration committee
The remuneration committee is currently headed by Dominic
Wheatley, the Chairman, and also comprises Maciej Szytko. Edward
Levey was also on the remuneration committee, until his resignation
on 31 December 2013.
The committee's primary function is to review the performance of
directors and senior employees and to set their remuneration and
other terms of employment. It is also responsible for administering
any share option and bonus schemes.
Relations with shareholders
The company encourages two-way communication with both its
institutional and private investors and responds promptly to all
queries received. An understanding of the views of the major
shareholders of the company has been developed, including through
meeting at the AGM.
Internal controls
The directors are responsible for internal control in the
company and for reviewing its effectiveness. Procedures have been
designed for safeguarding assets against unauthorised use or
disposition; for maintaining proper accounting records; and for the
reliability of financial information used within the business or
for publication. Such procedures are designed to manage rather than
eliminate the risk of failure to achieve business objectives and
can only provide reasonable and not absolute assurance against
material error, losses or fraud. In addition, there is an ongoing
process in place for identifying, evaluating and managing the
significant risks faced by the company.
The key procedures that the directors have established are
designed to provide effective internal control within the company
and are regularly reviewed by the board. This is in accordance with
The Turnbull Guidance provided by the Institute of Chartered
Accountants in England and Wales. Such procedures have been in
place throughout the period under review and up to the date of
approval of the annual report and accounts.
Due to the size of the company, all key decisions are made by
the board and the assessment and management of risk is an integral
part of the board's decision-making process.
The company's organisational structure has clear lines of
responsibility and the board continues to review systems to monitor
and investigate the major business risks facing the company.
The board has established control procedures for all key
financial areas of the business, which enable the board to maintain
full and effective control. These controls include defined
procedures for seeking and obtaining approval for major
transactions and controls relating to the security of assets. The
company operates a comprehensive budgeting and financial reporting
system.
The directors have reviewed the effectiveness of the company's
systems of internal control as they operated during the period
under review and consider that there have been no material losses,
contingencies or uncertainties caused by weaknesses in internal
controls. The directors do not consider that an internal audit
function is presently necessary as the company is a "cash
shell".
Going concern
The company is a "cash shell", and, apart from a small amount of
interest receivable, currently has no income stream. Until a
suitable trading business is acquired, it is therefore dependent on
its cash reserves to fund ongoing costs. At the date of approval of
the accounts the company has agreed the additional funding that it
considers necessary to enable it to be able to continue to meet its
liabilities as they fall due.
After reviewing the company's budget for 2015/2016 and its
medium term plans, the directors have a reasonable expectation
that, following the further GBP120,000 loan to the company that Mr
M Szytko, a director and shareholder of the company, has agreed to
provide under the terms of the convertible loan notes, and his
undertaking to provide additional funding as needed, the company
will have adequate resources to continue in operational existence
for the foreseeable future. The company has received written
confirmation that the full amount of the loan will be received by
the date of approval of the accounts. For this reason, they
continue to adopt the going concern basis in preparing the
accounts.
Statement of compliance
In the opinion of the directors, the company has complied
throughout the year ended 28 February 2015 with all provisions
relevant to a company of its size set out in the UK Corporate
Governance Code, except for the items outlined below.
Code provision A.2.1 - Since the disposal of the company's
trading subsidiary on 24 January 2001 the company has not had a
Chief Executive. The board intends to appoint a Chief Executive
when a new business is acquired.
Code provision A.3.1 - The Chairman, Dominic Wheatley holds
4.98% of the ordinary share capital of the company, and therefore
does not satisfy the Code's independence criteria. However, major
shareholders were consulted prior to his appointment.
Code provision B.1.2 - Since the resignation of Howard Drummon
on 19 September 2011, the company has had one rather than at least
two independent non-executive directors on the board, as Dominic
Wheatley and Maciej Szytko are both significant shareholders in the
company. Since Edward Levey's resignation on 31 December 2013, the
company has not had an independent non-executive director on the
board. The board is seeking a suitable replacement.
Code provision B.2.1 - A nomination committee has not been set
up, as the directors consider that it is not appropriate while the
company is a "cash shell" without any employees. The board intends
to set up a nomination committee when a new business is
acquired.
Code provision C.3.1 - Since the resignation of Howard Drummon
on 19 September 2011, the company has had one rather than at least
two independent non-executive directors on the audit committee, as
Dominic Wheatley and Maciej Szytko are both significant
shareholders in the company. Since Edward Levey's resignation on 31
December 2013, the company has not had an independent non-executive
director on the board. The board is seeking a suitable
replacement.
Directors' responsibility statement
Company law requires the directors to prepare accounts for each
financial year which give a true and fair view of the state of
affairs of the company and of the profit or loss for that period.
In preparing those accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- follow applicable accounting standards, subject to any
material departures disclosed and explained in
the accounts; and
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company
will continue in business.
The directors are responsible for maintaining proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the accounts comply with the Companies Act 2006. They are
responsible for the system of internal control, and for taking such
steps as are reasonably open to them to safeguard the assets of the
company and to prevent and detect fraud and other irregularities.
The directors are also responsible for ensuring that all
information relevant to the audit has been made available to the
auditors.
Under applicable law and regulations, the directors are also
responsible for preparing a directors' report, directors'
remuneration report and corporate governance statement that comply
with that law and those regulations.
The directors confirm that, to the best of their knowledge and
belief:
- the accounts in this document, prepared in accordance with applicable UK law and accounting
standards, give a true and fair view of the assets, liabilities,
financial position and loss of the company; and
- the business review and management report in the directors'
report includes a fair review of the
development and performance of the business and the position of
the company, together with a description of
the principal risks and uncertainties that it faces.
By order of the board
M. Szytko
Secretary
30 June 2015
Independent Auditors' Report to the members of Highway Capital
plc
Opinion on Financial Statements of Highway Capital Plc
In our opinion:
-- The Financial Statements give a true and fair view of the
state of the Company's affairs at 28 February
2015 and of the Company's loss for the year then ended;
-- The Financial Statements have been properly prepared in
accordance with UK Generally Accepted Accounting Practice (GAAP);
and
-- The Financial Statements have been prepared in accordance
with the requirements of the Companies Act 2006.
The Financial Statements comprise the Profit and Loss Account,
the Reconciliation of Equity Shareholders' Funds, the Balance
Sheet, the Cash Flow Statement and the related notes. The financial
reporting framework that has been applied in the preparation of the
Financial Statements is applicable law and United Kingdom
Accounting Standards (Generally Accepted Accounting Practice).
Going Concern
As required by the Listing Rules we have reviewed the Director's
statement above that the Company is a going concern. We confirm
that:
-- We have concluded that the Directors' use of the going
concern basis of accounting in the preparation of the Financial
Statements is appropriate; and
-- We have not identified any material uncertainties that may
cast significant doubt on the Company's ability to continue as a
going concern.
However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Company's
ability to continue as a going concern.
Our assessment of risks of material misstatement
The assessed risks of material misstatement described below are
those that had the greatest effect on our audit strategy, the
allocation of resources in the audit and directing the efforts of
the engagement team.
Risk How the scope of our audit responded
to the risk
---------------------------------------- ---------------------------------------------
Management override of controls
Journals can be posted that We examined journals posted around
significantly alter the Financial the year end, specifically focusing
Statements of the entity. on areas which are more easily manipulated
such as accruals, prepayments and
the bank reconciliation.
---------------------------------------- ---------------------------------------------
Going Concern
There is a risk that the entity We made enquiries with the Directors
may not be a going concern regarding how the Company will continue
due to net liabilities and to fund expenditure over the coming
lack of revenue. year. Attention was focused on the
additional shareholder loan which
was received before the year end.
---------------------------------------- ---------------------------------------------
Prior year figures
There is a risk that the prior We examined the prior year figures
year figures are materially at a high level and sought explanations
misstated as they were not and support for any items which
audited by Shipleys LLP. appeared unusual. We considered
the ability of Littlestone Golding,
the previous auditors to undertake
the audit and that their work could
be relied upon.
---------------------------------------- ---------------------------------------------
Bank letter
The bank letter was not received We examined bank statements and
at the date of the audit, other supporting records to ensure
giving rise to the potential that balances agreed, and to look
for undisclosed liabilities. for evidence of any undisclosed
financial liabilities.
---------------------------------------- ---------------------------------------------
Potential misstatement of
creditors The reason for the increase was
As they have significantly examined and documentation was sought
increased on the prior year to support the figure and look for
there is a potential for misstatement. any potential material understatement.
---------------------------------------- ---------------------------------------------
Accounting Estimates
Potential risk of inappropriate Accruals were agreed to expected
accounting estimates around costs and supporting documentation,
accruals giving rise to misstatement and other areas were examined to
in the accounts. identify any potential accounting
estimates.
---------------------------------------- ---------------------------------------------
Our audit procedures relating to these matters were designed in
the context of our audit of the Financial Statements as a whole,
and not to express an opinion on individual accounts or
disclosures. Our opinion on the Financial Statements is not
modified with respect to any of the risks described above, and we
do not express an opinion on these individual matters.
Our application of materiality
We define materiality as the magnitude of misstatement in the
Financial Statements that makes it probably that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning and in the scope of
our audit work and in evaluating the results of our work.
We determined materiality for the Company to be GBP3,023, which
is less than 5% of results before tax and less than 4% of net
liabilities. We agreed with the Audit Committee that we would
report to them all audit differences in excess of 10% of
materiality, as well as differences below that which would, in our
view, warrant reporting on a qualitative basis. We also report to
the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the Financial Statements.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion:
-- The part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006; and
-- The information given in the Strategic Report and the
Directors' Report for the financial year for which the statements
are prepared is consistent with the Financial Statements.
Matters which we are required to report on by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- We have not received all the information and explanations we require for our audit; or
-- Adequate accounting records have not been kept by the
Company, 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 or returns.
We have nothing to report in respect of the above matters.
Directors' Remuneration
Under the Companies Act 2006 we are also required to report in
our opinion certain disclosures of Directors' remuneration have not
been made or the part of the Directors' Remuneration report to be
audited is not in agreement with the accounting records and
returns. We have nothing to report arising from these matters
Our duty to read other information in the Annual Report
Under International Standards on Auditing (UK and Ireland), we
are required to report to you if, in our opinion, information in
the Annual Report is materially inconsistent with the information
in the audited Financial Statements; or apparently materially
incorrect based on, or materially inconsistent with, our knowledge
of the Company acquired in the course of performing our audit.
In particular we are required to consider whether we have
identified any inconsistencies between our knowledge acquired
during the audit and the Director's statement that they consider
the Annual Report is fair, balanced and understandable and whether
the Annual Report appropriately discloses those matters that were
communicated to the Audit Committee which we consider should have
been disclosed. We confirm that we have not identified any such
inconsistencies or misleading statements.
Other matters
Corporate Governance Statement
We reviewed the part of the Corporate Governance Statement
relating to the Company's compliance with the UK Corporate
Governance Code. We have nothing to report arising from our
review.
Respective Responsibilities of Directors and the auditor
As explained more fully in the Directors' Responsibilities
Statement, the Directors are responsible for the preparation of the
Financial Statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an
opinion on the Financial Statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
We also comply with International Standard on Quality Control 1
(UK and Ireland). Our audit methodology and tools aim to ensure
that our quality control procedures are effective, understood and
applied. Our quality controls and systems include our independent
partner review processes.
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/or those further matters we have expressly
agreed to report to them on in our engagement letter 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.
Scope of the audit
An audit involves obtaining evidence about the amounts and
disclosures in the Financial Statements sufficient to give
reasonable assurance that the Financial Statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the Directors; and the
overall presentation of the Financial Statements. In addition we
read all the financial and non-financial information in the Annual
Report to identify material inconsistencies with the audited
Financial Statements and to identify any information that is
apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatement or inconsistencies we consider the implications for
our report.
Shane Moloney (Senior Statutory Auditor) 30 June 2015
For and on behalf of Shipleys LLP 10 Orange Street,
Haymarket
Chartered Accountants and Statutory Auditor London WC2H7DQ
Profit and loss account
Year ended 28 February 2015
Notes 2015 2014
-------------------------------------------- ----- ---------- ----------
Management fees - -
Other income - -
Administrative expenses (124,304) (103,810)
-------------------------------------------- ----- ---------- ----------
Operating loss Interest receivable 2 (124,304) (103,810)
14 113
-------------------------------------------- ----- ---------- ----------
Loss on ordinary activities before taxation (124,290) (103,697)
Tax credit on loss on ordinary activities 5 - -
-------------------------------------------- ----- ---------- ----------
Loss for the financial year (124,290) (103,697)
-------------------------------------------- ----- ---------- ----------
Basic and diluted loss per share 7 (1.42)p (1.25)p
-------------------------------------------- ----- ---------- ----------
Basic and diluted loss per share from
continuing operations 7 (1.42)p (1.25)p
Continuing operations
There are no acquired or discontinued operations in the above
two financial periods.
Total recognised gains and losses
The company has no recognised gains or losses other than the
profit or loss for the above two financial periods.
Reconciliation of equity shareholders' funds
2015 2014
------------------------------------------- ------------ -----------
Loss attributable to ordinary shareholders (124,290) (103,697)
Issue of new ordinary shares less costs - 89,075
------------------------------------------- ------------ -----------
Net decrease in shareholders' funds (124,290) (14,622)
Shareholders' funds/(deficit) at 1 March
2014 (13,597) 1,025
------------------------------------------- ------------ -----------
Shareholders' funds/(deficit) at 28 GBP(137,887) GBP(13,597)
February 2015
Balance sheet
at 28 February 2015
Notes 2015 2014
------------------------------------------- ----- ------------ -----------
Fixed assets
Investments 8 - -
------------------------------------------- ----- ------------ -----------
- -
Current assets
Debtors 10 5,855 3,580
Cash at bank and in hand 12,251 44,343
------------------------------------------- ----- ------------ -----------
18,106 47,923
Creditors: amounts falling due within
one year 11 (125,993) (31,520)
------------------------------------------- ----- ------------ -----------
Net current assets/(liabilities) (107,887) 16,403
------------------------------------------- ----- ------------ -----------
Total assets less current liabilities (107,887) 16,403
Creditors: amounts due after more
than one year 12 (30,000) (30,000)
Net assets/(liabilities) GBP(137,887) GBP(13,597)
------------------------------------------- ----- ------------ -----------
Capital and reserves
Share capital 14 174,804 174,804
Share premium 17 368,621 368,621
Profit and loss account 17 (681,312) (557,022)
------------------------------------------- ----- ------------ -----------
Total equity shareholders' funds/(deficit) GBP(137,887) GBP(13,597)
------------------------------------------- ----- ------------ -----------
Approved by the board on 30 June 2015
D M D A Wheatley
Chairman
Company registration no. 02991159
Cash flow statement
Year ended 28 February 2015
Notes 2015 2014
-------------------------------- ----- ----------- --- ---------------
Net cash outflow from operating
activities
Returns on investments
and servicing of finance
Interest received 21(a) 14 (32,106) 113 (129,566)
-------------------------------- ----- ----------- --- ---------------
Net cash inflow from returns
on investments and servicing
of finance
Financing 14 113
Issue of new ordinary shares
less costs - 89,075
Loan capital raised less
repayments - 30,000
-------------------------------- ----- ----------- --- ---------------
Decrease in cash 21(b) GBP(32,092) GBP(10,378)
Notes to the accounts
Year ended 28 February 2015
1. Accounting policies
Basis of accounting
The accounts have been prepared under the historical cost
convention and in accordance with applicable accounting
standards.
Highway Capital plc does not prepare consolidated accounts and
the directors have therefore continued to prepare its accounts in
accordance with UK rather than international accounting standards,
as permitted under BC Regulation 1606/2002.
Going concern
The company is a "cash shell", and, apart from a small amount of
interest receivable, currently has no income stream. Until a
suitable trading business is acquired, it is therefore dependent on
its cash reserves to fund ongoing costs. At the date of approval of
the accounts the company has agreed the additional funding that it
considers necessary to enable it to be able to continue to meet its
liabilities as they fall due.
After reviewing the company's budget for 2015/2016 and its
medium term plans, the directors have a reasonable expectation
that, following the further GBP120,000 loan to the company that Mr
M Szytko, a director and shareholder of the company, has agreed to
provide under the terms of the convertible loan notes, and his
undertaking to provide additional funding as needed, the company
will have adequate resources to continue in operational existence
for the foreseeable future. The company has received written
confirmation that the full amount of the loan will be received by
the date of approval of the accounts. For this reason, they
continue to adopt the going concern basis in preparing the
accounts.
The accounts do not include any adjustments that would result if
the company were unable to continue as a going concern.
Consolidation
At 28 February 2015, Highway Capital plc was a stand-alone
company and is therefore not required to prepare consolidated
accounts.
Depreciation
Depreciation is provided on all fixed assets at rates calculated
to write off the cost of each asset on a straight line basis over
its expected useful life.
Stocks and work-in-progress
Stocks and work-in-progress are stated at the lower of cost and
net realisable value.
Deferred taxation
Deferred tax is provided in full at appropriate rates in respect
of taxation deferred by timing differences between the treatment of
certain items for taxation and accounting purposes, if those timing
differences are not permanent and have originated but not reversed
by the balance sheet date. The deferred tax balance has not been
discounted.
Finance leases and hire purchase commitments
Assets obtained under finance leases and hire purchase contracts
are capitalised in the balance sheet and depreciated over their
useful economic lives.
The interest element is charged to profit and loss account on a
straight line basis over the period of the finance leases or hire
purchase contracts.
Rentals paid under operating leases are charged to income on a
straight line basis over the lease period.
Foreign currencies
Profit and loss account transactions denominated in foreign
currencies are translated into sterling and 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
balance sheet date.
All differences are taken to the profit and loss
account.
Turnover
Turnover represents management fees receivable.
2. Operating loss
This is stated after charging:
2015 2014
Directors' remuneration - Salaries and fees 44,000 52,167
Auditors' remuneration - Audit services 10,000 9,000
- Taxation and other related compliance services - 11,050
--------- ---------
3. Employees
The average number of employees during the year
was made up as follows:
2015 2014
Directors 2 3
Other - -
--------- ---------
2 3
--------- ---------
Employee costs including directors during the
year amounted to:
Salaries and fees 44,000 52,167
--------- ---------
GBP44,000 GBP52,167
--------- ---------
4. Directors' remuneration
Information relating to directors' emoluments is included in the
directors' remuneration report above.
5. Taxation
Based on the loss for the year:
2015 2014
U.K. corporation tax at 20% (2014: 20%) - -
Under/(over) provision in previous years - -
------------ ------------
GBP- GBP-
------------ ------------
Factors affecting the tax charge/(credit) for
the year
Loss on ordinary activities before taxation GBP(124,290) GBP(103,697)
------------ ------------
Loss on ordinary activities before taxation
multiplied by the small company rate of UK
corporation tax of 20% (2014: 20%) GBP(24,858) GBP(20,739)
------------ ------------
Effects of:
Current period tax losses not utilised 24,858 20,739
Disallowed expenditure/(income) - -
Adjustments to tax charge in respect of previous - -
periods
------------ ------------
GBP24,858 GBP20,739
------------ ------------
Current tax charge/(credit) GBP- GBP-
------------ ------------
The company has estimated losses of GBP1,240,000 (2014:
GBP1,116,000) that may be available for carry forward against
future profits, and estimated capital losses of GBP1,460,000 (2014:
GBP1,460,000) that may be available for carry forward against
future chargeable gains. No deferred tax asset has been recognised
in the accounts in respect of these unrelieved losses.
6. Dividends
2015 2014
Interim paid nil per share (2014: nil) - -
GBP- GBP-
7. Loss per share
The loss per ordinary share calculation has been based on the
loss attributable to ordinary shareholders of GBP124,290 (2014:
loss GBP103,697), divided by 8,740,201 (2014: 8,313,530), being the
weighted average number of ordinary shares in issue during the
year. The basic and the diluted loss per ordinary share are the
same.
There are no discontinued operations in either period and,
therefore, the basic and the diluted loss per ordinary share from
continuing operations are the same as the basic and the diluted
loss per ordinary share
8. Investments
The company currently has no investments.
9. Capital commitments
At 28 February 2015 the company had no capital
commitments.
10. Debtors
2015 2014
Other debtors 3,795 2,296
Prepayments 2,060 1,284
---------- ---------
GBP5,855 GBP3,580
---------- ---------
11. Creditors: amounts falling due within one
year
2015 2014
Trade creditors 71,030 815
Accruals 54,963 30,705
---------- ---------
GBP125,993 GBP31,520
---------- ---------
12. Creditors: amounts due after more than
one year
The creditor due after more than one year of GBP30,000 is an
unsecured loan from M. Szytko, a director and shareholder,
repayable after 2 years and bearing interest at a rate of 5% per
annum. If it so wishes, the company can repay the loan or part
thereof at any time within the 2 year period.
13. Deferred taxation
The estimated deferred tax asset not recognised in the accounts,
based on a 20% rate of tax, amounts to GBP540,000 (2014: based on a
21% rate of tax GBP541,000). Of this amount, GBP292,000 may be
recoverable by the company against future chargeable gains, and
GBP248,000 may be recoverable against future profits.
14. Share capital Number Nominal Number of Nominal
of Shares Value Shares Value
2015 2015 2014 2014
Authorised -
Ordinary shares of 2p each 50,000,000 GBP1,000,000 50,000,000 GBP1,000,000
------------------------------ ------------ ------------ ------------- ------------
Allotted, called-up and fully
paid -
Ordinary shares of 2p each 8,740,201 GBP174,804 8,740,201 GBP174,804
------------------------------ ------------ ------------ ------------- ------------
15. Related party transactions
Throughout the year there was a loan of GBP30,000 to the company
on normal commercial terms from Mr M Szytko, a director and
shareholder. Interest payable of GBP1,500 has been accrued for in
the accounts in respect of this loan.
Post balance sheet events
Since the year end date, Mr M Szytko, a director and shareholder
of the company, has made a further loan of GBP120,000 to the
company under the terms of the convertible loan notes, to ensure
that the company continues to have adequate resources.
At a general meeting of the shareholders on 9 April 2015,
authority was given to the directors to issue up to GBP3,000,000
nominal value convertible loan notes capable of conversion by the
holders at no less than 10p per ordinary share. This will enable
the directors to put the company on a sound financial footing.
17. Reconciliation of movements on reserves
Share Profit
Premium and Loss
Account Account
At 1 March 2014 368,621 (557,022)
Retained loss for the year - (124,290)
Proceeds of new share issue less costs - -
At 28 February 2015 GBP368,621 GBP(681,312)
18. Other financial commitments
At 28 February 2015 the company had no commitments for the year
ending 29 February 2016 under non-cancellable operating leases.
19. Financial instruments
The Company's financial instruments comprise cash, trade debtors
and trade creditors that arise directly from its operations. The
Company's policy has been, and continues to be, that no speculative
trading in financial derivatives shall be undertaken.
20. Financial assets
The cash is held in bank current and premium accounts and on
treasury deposit, which receive varying rates of interest that is
recognised on a receivable basis. All financial assets and
liabilities are denominated in Sterling.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities, calculated
by discounting expected future cash flows at prevailing interest
rates, is not materially different from their book value, and is as
follows:
2015 2014
Financial assets
Receivables 5,855 3,580
Cash at bank 12,251 44,343
GBP18,106 GBP47,923
Financial liabilities
Payables GBP155,993 GBP61,520
Hedging
The Company makes no use of forward currency contracts, other
financial derivatives or hedging.
Interest rate risk
The Company does not have an interest rate policy in isolation
but regularly reviews the interest rates being received on
deposits.
Liquidity risk
The principal policy of the Company in managing liquidity risk
is to align the anticipated timing of expenditure with the
availability of its cash balances.
21. Cash flow statement
(a) Net cash outflow from operation activities 2015 2014
Operating loss (124,304) (103,810)
Decrease/(increase) in debtors (2,275) 160
Increase/(decrease) in creditors 94,473 (25,916)
------------ -------------
Net cash outflow from operating GBP(32,106) GBP(129,566)
activities
------------ -------------
(b) Analysis of net funds/(debt) 1 March 2014 Cashflow 28 February
2015
Net cash: cash at bank and
in hand 44,343 (32,092) 12,251
Debt due after 1 year (30,000) - (30,000)
------------- ------------ -------------
Net funds/(debt) GBP14,343 GBP(32,092) GBP(17,749)
------------- ------------ -------------
(c) Reconciliation of net cash flow to 2015 2014
movement in net funds/(debt)
Decrease in cash in the
year (32,092) (10,378)
Debt due after 1 year - (30,000)
------------ -------------
Movement in net funds/(debt)
in the year (32,092) (40,378)
Opening net funds/(debt) 14,343 54,721
------------ -------------
Closing net funds/(debt) GBP(17,749) GBP14,343
------------ -------------
Company information
Directors Dominic Wheatley (non-executive Chairman)*
Maciej Szytko (non-executive director)*
* member of the remuneration & audit
committees
------------------------------ -------------------------------------------
Secretary and registered Maciej Szytko
office Eden House, Reynolds Road
Beaconsfield HP9 2FL
------------------------------ -------------------------------------------
Registrars and share transfer Neville Registrars Limited
office Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
------------------------------ -------------------------------------------
Share price information Information about the day-to-day movement
of the
Company's share price can be obtained
from the London Stock Exchange: Code
HWC
------------------------------ -------------------------------------------
Auditors Shipleys LLP
Chartered Accountants 10 Orange Street
London WC2H 7DQ
------------------------------ -------------------------------------------
Bankers Barclays Bank Plc
The Lea Valley Group 78 Turners Hill
Cheshunt
Herts EN8 9BW
------------------------------ -------------------------------------------
Solicitors Goodman Derrick
10 St Bride Street London EC4A 4AD
------------------------------ -------------------------------------------
Stockbrokers Northland Capital Partners Limited
131 Finsbury Pavement
London EC2A 1NT
------------------------------ -------------------------------------------
Financial review
Year to Year to Year to Year to Year to
28.2.2015 28.2.2014 28.2.2013 29.2.2012 28.2.2011
---------------------------- ------------ ------------ ------------ ----------- -----------
Management fees - - - - -
Other income - - - - -
Administrative expenses (124,304) (103,810) (116,772) (93,802) (93,371)
---------------------------- ------------ ------------ ------------ ----------- -----------
Operating profit/(loss) (124,304) (103,810) (116,772) (93,802) (93,371)
Profit on disposal of - - - - -
subsidiaries
Income from fixed asset - - - - -
investments
Interest receivable 14 113 279 697 438
---------------------------- ------------ ------------ ------------ ----------- -----------
Profit/(loss) on ordinary
activities before taxation (124,290) (103,697) (116,493) (93,105) (92,933)
Taxation - - - - -
---------------------------- ------------ ------------ ------------ ----------- -----------
Profit/(loss) on ordinary
activities after taxation GBP(124,290) GBP(103,697) GBP(116,493) GBP(93,105) GBP(92,933)
---------------------------- ------------ ------------ ------------ ----------- -----------
Earnings/(loss) per
share (1.42)p (1.25)p (1.47)p (1.17)p (1.17)p
Dividend per share nil nil nil nil nil
The basic and the diluted earnings/(loss) per share figures are
the same.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR PKKDBPBKDBAN
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