TIDMWTS
RNS Number : 3550H
World Trade Systems PLC
16 August 2016
Company No. 01698076
WORLD TRADE SYSTEMS PLC
REPORT AND FINANCIAL STATEMENTS
.. Period ended 31 December 2015..
-----------------------------------
CONTENTS Page
DIRECTORS AND ADVISERS
STRATEGIC REPORT 2
REPORT OF THE DIRECTORS 4
STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL STATEMENT 7
DIRECTORS' REMUNERATION REPORT 8
INDEPENT AUDITOR'S REPORT 10
STATEMENT OF COMPREHENSIVE INCOME 14
STATEMENT OF CHANGES IN EQUITY 14
STATEMENT OF FINANCIAL POSITION 15
STATEMENT OF CASH FLOWS 16
NOTES TO THE FINANCIAL STATEMENTS 17
DIRECTORS AND ADVISERS
ROBERT LEE ANTARES CHENG SECRETARY
Non-executive Chairman, Non-executive Director, Murzban Mehta
aged 66, is a solicitor aged 58 is the Chief Executive
admitted in England and Officer and major shareholder
Wales, Hong Kong, California, of the King Power group REGISTERED OFFICE
Ontario and Victoria (Australia). of companies based in Hong Devonshire House
Since 1984 his professional Kong. King Power is a large 1 Devonshire Street
career has been spent duty free goods and travel London
practising in the Far wholesaler and retailer W1W 5DR
East, where he has been operating in Hong Kong,
a partner in two international Peoples Republic of China
law firms. In 1988 he (PRC), Macau and Japan REGISTERED NUMBER
established his own firm, and has interests in other 01698076
which has offices in Hong related activities.
Kong and Tokyo, where
he now lives. His practice AUDITOR
is a general corporate MURZBAN MEHTA Grant Thornton
and commercial one, centred Non-executive Director, UK LLP
on providing assistance aged 68 is a Certified 1020 Eskdale Road
for Japanese companies Accountant in Public Practice Winnersh
investing and operating in the UK. He was appointed Wokingham
overseas. to the Board in an alternate Berkshire
director capacity and plays RG41 5TS
no active role in the management
CLIO LEE of the company.
Non-executive Director, REGISTRARS
aged 40 qualified as a Capita Registrars
solicitor in 2002 at London DR SHAO CHEN Limited
based niche corporate Non Executive Director The Registry
boutique Memery Crystal aged 38 is a graduate of 34 Beckenham Road
where she focused on company the China Pharmaceutical Kent
commercial work. Clio University, Bachelor of BR3 4TU
has practised commercial Pharmaceutical analysis
law and also acted in and obtained a doctorate
a business advisory capacity from Peking University
in the UK for over 10 of Pharmaceutical Sciences.
years. Clio also has a He is the Chairman of
broad range of experience Suzhou Weibao Investment
in international property Co Ltd and SZWK Tianchen
development both in a Biotech Ltd.
legal capacity and as
a development consultant.
strategic report FOR THE PERIODED 31 december 2015
The Company Directors present their Strategic Report for the
period ended 31 December 2015.
BUSINESS REVIEW
The Company continued to have no business activity and was
seeking investment opportunities throughout the year under review.
The Company received rental income on freehold agricultural
land.
RESULTS
The Company's accounting reference period was extended to cover
the period from 1 October 2014 to 31 December 2015.
The loss for the period of GBP152,000 (Year ended - 30 September
2014: GBP100,000) arises from administrative expenses and charges
less rent receivable. The increase in the loss is due to this
accounting period being of 15 months compared to 12 months
previously. On a like for like basis the loss for a 12 month period
to 30 September 2014 would have been GBP122,000. The increase in
the like for like loss is attributed to legal expenses which the
company has incurred in examining new business opportunities and in
defending a proposed action by the UKLA to de-list the company's
securities.
At 31 December 2015 the Company had net liabilities of
GBP1,103,000 (30 September 2014: GBP951,000).
TREASURY AND FINANCIAL INSTRUMENTS
The Company has no financing facility with its bankers and is
financed by loans from its parent company Kudrow Finance Limited.
The Board focuses on cash flows and monitors cash balances and
requirements on a monthly basis.
At 31 December 2015 the company had an indebtedness due of
GBP60,000 in respect of a loan first obtained on 15 May 2006. Under
the terms of the agreement entered into interest has continued to
accrue on this loan as from 31 March 2008 at a rate of 6% per
annum. At 31 December 2015 accrued interest on this loan amounted
to GBP34,000 (30 September 2014: GBP30,000). To date no demand has
been received from the lender for repayment and the parent company
Kudrow Finance Limited ("Kudrow") has undertaken to procure the
necessary funding to discharge any demand for the remaining loan
and interest as and when received.
The Company has an unsecured loan of GBP795,363 from Kudrow,
including GBP71,563 advanced during the period to 31 December 2015
("the new loan") for on-going working capital requirements.
Under the terms of the revised loan agreement dated 20 January
2015 the loans carry interest at the rate of 5% per annum from the
earlier of 12 February 2010 or date of advance if later, and are
due for repayment on the earlier of 31 July 2017 or the date on
which shareholder approval is obtained for the acquisition by the
Company of a new business. In the event of a default in payment of
capital and/or interest, the loans will be rolled up into the
principal loan from the date of default and shall carry interest at
the rate of 10% per annum. As at 31 December 2015, GBP181,000 (30
September 2014: GBP132,000) of interest was outstanding.
Subsequently, on 20 June 2016 Kudrow has provided a further
working capital loan in the sum of GBP117,500.
Kudrow has unconditionally undertaken to provide such further
financial support as may be required.
At 31 December 2015 the Company had cash on deposit with its
bankers of GBP8,000 (30 September 2014: GBP13,000), and GBP100 held
in a client account with Robert Lee Law Offices, Hong Kong (30
September 2014: GBP12,000).
KEY PERFORMANCE INDICATORS
The Company's only source of income was rent received on
freehold agricultural land which is let under an agricultural
tenancy at a fixed annual rental.
The Company measures its performance by comparing budgeted cash
flows to actual cash flows and monitors cash balances carefully.
The actual net cash outflows for the period exceeded the budget by
GBP17,000 principally attributed to legal and professional expenses
incurred in examing new business opportunities and in defending a
proposed action by the UKLA to de-list the company's securities
There are no other relevant key performance indicators being
reviewed at this time.
PRINCIPAL RISKS AND UNCERTAINTIES FACING THE COMPANY
The principal risk and uncertainty facing the Company relates to
it finding suitable new business opportunities, within the
timeframe of the current financing arrangements. Should such an
opportunity not materialise and if new financing arrangements are
not forthcoming the Board will consider taking steps to wind up the
Company.
OTHER MATTERS
As the Company has no current business activity or employees,
this report therefore does not contain information as to the
following as it is not deemed relevant to the Company:
-- its business strategy and business model;
-- policy on environmental matters;
-- employees; and
-- social community and human rights issues
As the Company has no business activity there are therefore no
greenhouse gas emissions generated which require separate
report.
RECENT EVENTS AND FUTURE PROSPECTS
On 15 February 2016 your Board announced that the Company had
been approached by Avalon Enterprises Ltd ("Avalon") and JH Global
Partners Ltd ("JH Global") to inject a new business into the
Company and to seek a relisting of the Company through lifting of
the suspension of trading in the Company's shares and that a
Memorandum of Understanding ("MOU") had been executed with Suzhou
Weibao Investment Co Ltd ("SZWB") which, in summary, provides for
certain actions and events, of which the most relevant have been
summarized below.
SZWB., a PRC corporation located in Suzhou China has been
engaged in health care businesses involving the production and sale
of bio-tech medical and healthcare products as well as in
investment in research, development and patenting of biotechnical
processes and formula used to make the products which it sells.
On 22 June 2016, the Company established Shimao Bio-technology
Co. Ltd., a new wholly-owned subsidiary in Suzhou, China ("WTS
China") which has been fully licensed as a wholly foreign-owned
enterprise ("WFOE") to engage in (i) the manufacture and sale
of
bio-technical medical and healthcare products; (ii) domestic and
cross-border mergers and acquisitions of bio-technical and other
related businesses; and (iii) the development and management of
off-shore and domestic care centres for the elderly (collectively
the "WTS China Business"). These business activities and/or the
know-how relating thereto have been made available to WTS China by
SZWB and other companies in its group.
Following the execution of the MOU, Dr. Shao Chen, founder and
Chairman of SZWB, joined the Board of Directors of the Company.
More details concerning various agreements and transactions
relating to the above events will be forthcoming at the next
AGM.
THE BOARD AND THE COMMITTEES OF THE BOARD
The Board is comprised of a non-executive Chairman, and four
non-executive Directors one of whom is female. One of the
non-executive directors is independent. The Board formally met 3
times during the year. When and where appropriate, the Directors
meet to monitor and guide the Company's performance. All Directors
have access to the advice and services of the Company Secretary,
who is responsible for ensuring that Board procedures are observed
and that applicable rules and regulations are complied with. Any
Director, in furtherance of his duties, may take independent
professional legal advice at the Company's expense.
All Directors are subject to re-election at least every three
years. Murzban Mehta will retire by rotation and being eligible
offers himself for re-election. Dr Shao Chen appointed prior to the
forthcoming Annual General Meeting will retire and being eligible
offers himself for re-election.
The Strategic Report was approved by the Board on 11 August 2016
and signed on its behalf by:
Robert Lee
Non-executive Chairman
11 August 2016
report of the directors
The Company Directors present their Report together with the
audited financial statements for the period ended 31 December
2015.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENT
A review of the business is given in the Strategic Report on
pages 2 and 3.
An overview of the future development of the Company is provided
in the Strategic Report.
Results and dividends
The loss for the period before and after tax, attributable to
ordinary shareholders amounted to GBP152,000 (Year ended 30
September 2014: GBP100,000). The Directors do not recommend the
payment of a final equity dividend (Year ended 30 September 2014:
Nil). No interim dividend was paid (Year ended 30 September 2014:
Nil).
FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise sterling
cash and bank deposits, loans together with trade receivables and
payables that arise directly from its operations.
The main risks arising from the Company's financial instruments
can be analysed as follows:
Liquidity risk
Until such time as the Company acquires new business it is
reliant upon continued financial support in the form of medium term
loans from its ultimate parent company and others to enable it to
meet its ongoing financial obligations.
Credit risk
The Company's principal financial assets are cash and cash
equivalents and trade and other receivables which represent its
maximum exposure to credit risk in relation to financial
assets.
The credit risk on liquid funds is limited because the
counterparties are banks with high credit-ratings assigned by
international credit-rating agencies.
The credit risk on liquid funds held by Robert Lee Law Offices
on behalf of the Company, in a designated client account, is
mitigated as far as possible as these funds are also held with a
high credit-ratings bank and Robert Lee Law Offices are monitored
and reviewed in a regulated environment.
Cash flow interest rate risk
Interest bearing assets comprise cash and bank deposits all of
which earn interest at a variable rate. The Company has no bank
borrowings. The Company's existing borrowings from its parent
company were interest free until 12 February 2010 after which they
began to accrue interest at a fixed rate of 5% per annum.
Borrowings from third parties accrue interest at a fixed rate of 6%
per annum. The Directors monitor overall borrowings and interest
costs to limit any adverse effects on the financial performance of
the Company.
Directors and their interests
The membership of the Board as at the date of approval of this
report is set out on page 1.
The Board was comprised of a non-executive Chairman, and four
non-executive Directors, one of whom was independent. Brief
biographies of the Board at the end of the period appear on page
1.
No Director had any interests in the shares of the Company.
report of the directors - (Continued)
Substantial interests
At 10 August 2016 the following had notified the Company of an
interest in 3% or more of the nominal value of the Company's
shares.
Ordinary shares %
of 1p
Kudrow Finance Limited 5,308,640 60.64
Mushashino Industries Co. Limited 500,000 5.71
On 18 May 2016 the company announced the transfer of 2,500,000
shares representing 28.55% of the issued capital from Kudrow
Finance Limited to SZWB. At the date of this report the transfer
has not been formally registered as it is subject to a condition
subsequent, namely, the re-listing of the company's shares on the
London Stock Exchange.
CORPORATE GOVERNANCE
As the Company has no material operations and in order to
maintain a restraint on administration costs the Company has not
complied with the provisions of the UK Corporate Governance Code.
The functions of the Audit Committee and Remuneration Committee
have been carried out by the Board.
INTERNAL CONTROLS
The Board has overall responsibility for the Company's systems
of internal control and for reviewing their effectiveness, which
are appropriate to the activities of the Company and 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 financial misstatement or
loss.
As the Company had no material operations in the period under
review there were no formal internal control systems or risk
management systems in relation to the financial reporting process.
The Board monitors and approves all payments made by the Company
and ensures that at all times there are adequate financial
resources to enable the Company to meet its obligations. The Board
reviews the financial reports provided to it by the Company's
external accountants to mitigate the risk of misstatement.
Throughout the period from 1 October 2014 up to the date of
approval of the annual report and accounts the Directors have
maintained close control over the Company's finances to ensure that
at all times it has sufficient cash resources to meet its financial
obligations.
Given the scale of the Company's operations the Board is of the
view that formal internal audit procedures are not required.
AUDIT COMMITTEE
There is currently no Audit Committee and the Directors have
carried out the functions normally reserved to such a
Committee.
The Directors, therefore, ensure that the external auditor is
independent via the segregation of audit related work from other
accounting functions and measures applicable fees with similar
auditors.
Relations with Shareholders
The Company encourages two-way communications with all its
shareholders and responds quickly to all requests or queries
received. All shareholders have at least twenty-one days' notice of
the Annual General Meeting at which all of the Directors and the
Chairman are normally available for questions. Comments and
questions are encouraged from the shareholders at the meeting.
OTHER MATTERS
As the Company has no business activity there are therefore no
greenhouse gas emissions generated which require separate
report.
Going Concern
Whilst the Board is active in considering business opportunities
for the Company, should such an opportunity not materialise, having
regard to the cash flow forecasts prepared in May 2016 the
Directors consider that the Company has sufficient liquid resources
to meet its financial requirements for the period up to 31 August
2017. Thereafter the Company would be reliant upon further
financial support from the loan providers and will review the
alternative options at that point in time.
Kudrow Finance Limited ("Kudrow"), the parent company, has
provided unsecured loans totalling GBP795,363 ("the existing
loans") to support the Company's financing requirements, including
GBP71,563 advanced in the period to 31 December 2015 for working
capital purposes. Subsequently, on 20 June 2016 Kudrow has provided
a further working capital loan in the sum of GBP117,500. Since 12
February 2010, or the date of advancement if later, the total loan
balance carries interest at a rate of 5% per annum.
Under the terms of this loan agreement the repayment date is the
earlier of 31 July 2017 or the date on which shareholder approval
is obtained for the acquisition by the Company of a new business.
In the event of a default in payment of capital and or interest the
loans will be rolled up into the principal loan from the date of
default and shall carry interest at the rate of 10% per annum.
Kudrow has unconditionally undertaken to provide such further
financial support as may be required.
The above loans were obtained to enable the Company to meet its
on going financial obligations and to seek new business
opportunities.
At 31 December 2015 the company had an indebtedness due of
GBP60,000 in respect of a loan first obtained on 15 May 2006. Under
the terms of the agreement entered into interest has continued to
accrue on this loan as from 31 March 2008 at a rate of 6% per
annum. At 31 December 2015 accrued interest on this loan amounted
to GBP35,000 (30 September 2014: GBP30,000). To date no demand has
been received from the lender for repayment and the parent company
Kudrow Finance Limited ("Kudrow") has undertaken to procure the
necessary funding to discharge any demand for the remaining loan
and interest as and when received.
The parent company Kudrow Finance Limited ("Kudrow") has
undertaken to procure the necessary funding to discharge any demand
for the remaining loan and interest as and when received.
Taking account of these factors and the post balance sheet
events the Directors believe that the Company has adequate
resources to continue as a going concern for the foreseeable
future.
EVENTS AFTER REPORTING PERIOD
On 20 June 2016 the Company obtained a further loan of
GBP117,500 from Kudrow Finance Limited which is repayable on the
earlier of 31 July 2017 or the date on which shareholder approval
is obtained for the acquisition by the Company of a new
business.
On 22 June 2016, the Company established Shimao Bio-technology
Co. Ltd., a new wholly-owned subsidiary in Suzhou, China ("WTS
China") which has been fully licensed as a wholly foreign-owned
enterprise ("WOFE") to engage in (i) the manufacture and sale
of
bio-technical medical and healthcare products; (ii) domestic and
cross-border mergers and acquisitions of bio-technical and other
related businesses; and (iii) the development and management of
off-shore and domestic care centres for the elderly (collectively
the "WTS China Business").
AUDITOR
Grant Thornton UK LLP, offer themselves for re-appointment as
auditor. A resolution to re-appoint Grant Thornton UK LLP will be
proposed at the forthcoming annual general meeting.
APPROVAL OF REPORT
The Report of the Directors was approved by the Board on 11
August 2016 and signed by order of the Board by:
_______________________
Murzban Mehta - Secretary
STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL
STATEMENTS
The directors are responsible for preparing the Strategic
Report, Directors' Report, the Remuneration 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 to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
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 and profit or loss of the company for
that period. In preparing these financial statements, the directors
are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs have been followed, subject to
any material departures disclosed and explained in the financial
statements;
-- 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 and the Remuneration Report comply with
the Companies Act 2006 and Article 4 of the IAS Regulation. 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.
The directors confirm that:
-- so far as each director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- the directors have taken all the 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 auditors are
aware of that information.
The directors are responsible for preparing the annual report in
accordance with applicable law and regulations. The directors
consider the annual report and the financial statements, taken as a
whole, provides the information necessary to assess the Company's
performance, business model and strategy and is fair, balanced and
understandable.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
To the best of our knowledge:
-- the financial statements, prepared in accordance with IFRSs
as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and loss of the Company
-- the annual report, including the Strategic 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.
..........................
Antares Cheng
..........................
Non-executive Director
11 August 2016
DIRECTORS' REMUNERATION REPORT
The Directors present the Directors' Remuneration Report for the
financial period ended 31 December 2015.
This report has been prepared in accordance with Schedule 8 of
the Large & Medium sized Companies and Groups (Accounts and
Reports) Regulations 2008 as amended by SI2013/1981. The report
also meets the relevant requirements of the Listing Rules of the
Financial Services Authority.
As required a resolution to approve this Directors' Remuneration
Report will be proposed at the Company's Annual General
Meeting.
The auditor is required to report to the shareholders on the
"auditable part" of the Directors' Remuneration Report and to state
whether in its opinion the "auditable part" of the Directors'
Remuneration Report has been properly prepared in accordance with
the Companies Act 2006. This report, therefore, has separate
sections containing unaudited and audited information.
UNAUDITED INFORMATION
Remuneration Committee
There is currently no Remuneration Committee and the Directors
have carried out the functions normally reserved to such a
Committee.
REMUNERATION POLICY
Executive Directors
There are no executive Directors on the Board.
Non-executive Directors
The Board determines the remuneration of the non-executive
Directors and fees are related to current market levels for a
comparable business.
Under a revised letter of engagement dated 9 September 2001
Robert Lee was entitled to receive fees at the rate of GBP7,500 per
annum for his services as a non-executive Chairman but as from 1
April 2003, by mutual agreement the fee payable was reduced to
GBP1,000 per annum. Robert Lee is not entitled to receive any
benefits. The appointment is terminable on three months written
notice by either party. There are no contractual termination
payments.
Antares Cheng was appointed to the Board as a non-executive
Director on 1 July 2004. There is currently no contract of
employment with the Company and he has not received any
remuneration or benefits. The Board will consider and determine the
level of his future remuneration at a time when the Company has
acquired new business.
Clio Lee was appointed to the Board as a non-executive Director
on 1 June 2010. There is currently no contract of employment with
the Company and she has not received any remuneration or benefits.
The Board will consider and determine the level of her future
remuneration at a time when the Company has acquired new
business.
Murzban Mehta was appointed as an Director on 7 April 2014 to
act as an alternate director and has no active role in the
management of the company. There is no contract of employment with
the Conpany and he has not received any remuneration or
benefits.
Dr Shao Chen was appointed to the Board on 15 February 2016 and
there is currently no contract of employment with the Company and
he has not received any remuneration or benefits.
Assuming this policy is approved by the members at the
forthcoming Annual General Meeting, it is intended that this policy
will continue for the year ending 31 December 2016 and subsequent
years. In accordance with the regulations, an ordinary resolution
to approve the Directors' Remuneration Report policy will be put to
shareholders at least once every three years.
None of the non-executive directors are contractually entitled
to any employment related benefits, incentive awards or
contributions to pension schemes.
Total shareholder return
The following graph shows the Company's performance for the
period from I January 2011 to 31 December 2015 as measured by the
Total Shareholder Return (TSR) (with dividends reinvested), for
equity shareholders of World Trade Systems plc, compared with the
TSR for the FTSE All Share index. The Directors consider that as
the Company currently has no trading activity there are no
comparable companies or market sector and accordingly they have
chosen the TSR for the FTSE All Share index as a suitable
comparator.
http://www.rns-pdf.londonstockexchange.com/rns/3550H_1-2016-8-16.pdf
Pension Arrangements
There are no UK pension schemes (either defined benefit or
defined contribution) for the Directors.
INFORMATION SUBJECT TO AUDIT
Director's Emoluments
Period ended 31 December 2015 Year ended 30 September 2014
Taxable Annual Taxable Annual
Fees Benefits Incentives LTIP Pension Fees Benefits Incentives LTIP Pension
Non-Executive (A) (B) (C) (D) (E) Total (A) (B) (C) (D) (E) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Robert
Lee 1 - - - - 1 1 - - - - 1
Antares - - - - - - - - - - - -
Cheng
Clio Lee - - - - - - - - - - - -
Murzban - - - - - - - - - - - -
Mehta
The Company has no employees and considers the Directors to be
the key management personnel.
Interests in shares
None of the non-executive directors have any interest in the
issued capital of the company.
APPROVAL OF REPORT
The Directors' Remuneration Report was approved by the Board on
11 August 2016 and signed on its behalf by:
..............................
Antares Cheng - Non-executive Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF WORLD TRADE SYSTEMS
PLC
Our opinion on the financial statements is unmodified
In our opinion the financial statements:
* give a true and fair view of the state of the
company's affairs as at 31 December 2015 and of its
loss for the period then ended;
* have been properly prepared in accordance with
International Financial Reporting Standards (IFRSs)
as adopted by the European Union; and
* have been prepared in accordance with the
requirements of the Companies Act 2006.
===========================================================
Who we are reporting to
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.
What we have audited
World Trade Systems Plc's financial statements for the period
ended 31 December 2015 comprise the statement of comprehensive
income, the statement of changes in equity, the statement of
financial position, the statement of cash flows and the related
notes.
The financial reporting framework that has been applied in their
preparation is applicable law and IFRSs as adopted by the European
Union.
Overview of our audit approach
* Overall materiality: GBP7,000, which represents 5% of
the company's loss before taxation; and
* Key audit risks were identified as going concern and
management override of controls.
=============================================================
Our assessment of risk
In arriving at our opinions set out in this report, we highlight
the following risks that, in our judgement, had the greatest effect
on our audit:
Audit risk How we responded to the risk
--------------------------------------------- -------------------------------------------------------------
Going concern
The accounts are prepared on Our audit work included, but
a going concern basis in accordance was not restricted to:
with International Accounting * An evaluation of management's assessment of the
Standard (IAS) 1 'Presentation Company's ability to continue as a going concern;
of Financial Statements'. However,
as no substantive operations exist,
the company continues to generate * An analysis of cash flow forecasts and an evaluation
minimal cash inflows, has made of the reliability of the underlying data including
losses for consecutive years and comparisons to historical data and post year-end
has an on-going net liability actual data;
position. As these conditions
may cast doubt on the Company's
ability to continue as a going * Confirming the financial support arrangements from
concern we therefore identified related and third parties by obtaining letters of
going concern as a significant support signed by a director;
risk requiring special audit consideration.
* An assessment of the ability of the related party to
fulfil the commitment if necessary; and
* Consideration of the adequacy of the financial
statement disclosures related to the ability to
continue as a going concern.
The Company's accounting policy
on going concern is shown in
note 2(a).
--------------------------------------------- -------------------------------------------------------------
Management override of controls Our audit work included, but was
not restricted to:
Under International Standards on * Specific procedures relating to this risk that are
Auditing (ISAs) (UK and Ireland), required by ISA (UK and Ireland) 240 ' The Auditors
for all of our audits we are required Responsibilities relating to Fraud in an Audit of
to consider the risk of management Financial Statements';
override of financial controls.
Due to the unpredictable nature
of this risk we are required to * Reviewing the Company's manual journal entry
assess it as a significant risk procedures and policies;
requiring special audit consideration.
* Corroborating a sample of journals assessed as
unusual to source documentation; and
* Undertaking a detailed review of management's key
judgements, specifically in relation to the amount
disclosed under IAS 40 'Investment Property' in
relation to the market value of the investment
property.
---------------------------------------- ----------------------------------------------------------------
Our application of materiality and an overview of the scope of
our audit
Materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality in determining the nature, timing
and extent
of our audit work and in evaluating the results of that
work.
We determined materiality for the audit of the financial
statements as a whole to be GBP7,000, which is 5% of the company's
loss before taxation. This benchmark is considered the most
appropriate given the company incurs net expenses.
Materiality for the current period is higher than the level that
we determined for the period ended 30 September 2014 to reflect the
additional administrative expenses and finance costs incurred in
the current period.
We use a different level of materiality, performance
materiality, to drive the extent of our testing and this was set at
75% of financial statement materiality. We also determine a lower
level of specific materiality for certain areas such as directors'
remuneration and related party transactions.
We determined the threshold at which we will communicate
misstatements to the audit committee to be GBP350. In addition, we
will communicate misstatements below that threshold that, in our
view, warrant reporting on qualitative grounds.
Overview of the scope of our audit
A description of the generic scope of an audit of financial
statements is provided on the Financial Reporting Council's website
at www.frc.org.uk/auditscopeukprivate.
We conducted our audit in accordance with ISAs (UK and Ireland).
Our responsibilities under those standards are further described in
the 'Responsibilities for the financial statements and the audit'
section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
We are independent of the company in accordance with the
Auditing Practices Board's Ethical Standards for Auditors, and we
have fulfilled our other ethical responsibilities in accordance
with those Ethical Standards.
Our audit approach was based on a thorough understanding of the
company's business and is risk based, and in particular
included:
-- a review of management's assessment of the company's ability
to continue as a going concern and the financial support
arrangements in place;
-- an interrogation of all journals posted during the period and
assessment of the appropriateness of all judgemental areas;
-- a detailed review of variances from the prior period;
-- a review of the loan agreements in place and recalculation of the expected interest; and
-- a detailed review of the land valuation and the related IAS
40 'Investment Properties' fair value disclosures.
Other reporting required by regulations
Our opinion on other matters prescribed by the Companies Act
2006 is unmodified
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
Report of the Directors for the financial period for
which the financial statements are prepared is
consistent with the financial statements.
As described in the Report of the Directors, the Company has
not complied with the UK Corporate Governance Code and has not
prepared a Corporate Governance Statement. Accordingly, we were
unable to form an opinion as to whether the information given
in the Corporate Governance Statement with respect to internal
control and risk management systems in relation to financial
reporting processes and about share capital structures is consistent
with the financial statements.
======================================================================
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required 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 and the part of the Directors'
Remuneration Report to be audited 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.
As described in the Report of the Directors, the Company has not
complied with the UK Corporate Governance Code and has not prepared
a Corporate Governance Statement.
Under the Listing Rules, we are required to review:
-- the directors' statement in relation to going concern set out on page 7.
As described in the Report of the Directors, the Company has not
complied with the UK Corporate Governance Code. The directors have
not prepared a statement in relation to longer-term viability and
accordingly we were unable to review that statement. The Company
has not prepared a Corporate Governance Statement and accordingly
we were unable to review the part of the Corporate Governance
Statement relating to the Company's compliance with the provisions
of the UK Corporate Governance Code specified for our review by the
Listing Rules.
Under the ISAs (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; or
-- otherwise misleading.
In particular, we are required to report to you if:
-- we have identified any inconsistencies between our knowledge
acquired during the audit and the directors' statement that they
consider the annual report is fair, balanced and understandable;
or
-- the annual report does not appropriately disclose those
matters that were communicated to the board (which has assumed the
duties of the audit committee) which we consider should have been
disclosed.
Other than as stated, we have nothing to report in respect of
any of the above matters.
Under the ISAs (UK and Ireland), we are required to give a
statement as to whether we have anything material to add or to draw
attention to in relation to:
-- the directors' confirmation in the annual report that they
have carried out a robust assessment of the principal risks facing
the company including those that would threaten its business model,
future performance, solvency or liquidity;
-- the disclosures in the annual report that describe those
risks and explain how they are being managed or mitigated; and
-- the directors' explanation in the annual report as to how
they have assessed the prospects of the company, over what period
they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are unable to give a statement as to whether we have anything
material to add or to draw attention to in relation to the above
directors' confirmation, disclosures, or directors' explanation as
none of these are presented in the annual report.
We confirm that we do not have anything material to add or to
draw attention to in relation to:
-- the directors' statement in the financial statements about
whether they have considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the company's
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements.
Responsibilities for the financial statements and the audit
What the directors are responsible for:
As explained more fully in the Statement of Directors'
Responsibilities set out on page 7 the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view.
What we are responsible for:
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and ISAs (UK
and Ireland). Those standards require us to comply with the
Auditing Practices Board's Ethical Standards for Auditors.
Andy Ka
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Oxford
Date:11 August 2016
STATEMENT OF COMPREHENSIVE INCOME
For the period ended 31 December 2015
Period ended Year ended
Note 31 December 30 September
2015 2014
GBP'000 GBP'000
Continuing operations
Operating income 3 3
Administrative expenses (102) (64)
_____ ____
Loss from operations 3 (99) (61)
Finance costs (53) (39)
_____ ____
Loss before tax (152) (100)
Income tax expense 5 - -
_____ ____
Loss for the period and total
comprehensive income attributable
to equity holders (152) (100)
____ ====
Basic and diluted loss per
ordinary share 6 (1.727p) (1.143p)
STATEMENT OF CHANGES IN EQUITY
For the period ended 31 December 2015
Share capital Retained earnings Total
GBP'000 GBP'000 GBP'000
At 1 October 2013 4,378 (5,229) (851)
Loss for the year - (100) (100)
Other comprehensive
income for the year - - -
_____ ______ _____
Total comprehensive - (100) (100)
income for the year _____ ______ _____
attributable to equity
holders
At 30 September 2014 4,378 (5,329) (951)
Loss for the year - (152) (152)
Other comprehensive
income for the year - - -
_____ ______ _____
Total comprehensive - (152) (152)
income for the year _____ ______ _____
attributable to equity
holders
At 31 December 2015 4,378 (5,481) (1,103)
COMPANY NO: 01698076
STATEMENT OF FINANCIAL POSITION
As at 31 December 2015
As at As at
Note 31 December 30 September
2015 2014
GBP'000 GBP'000
Non-current assets
Investment property 7 40 40
______ _____
40 40
______ _____
Current assets
Trade and other receivables 3 -
Cash and cash equivalents 8 8 25
______ _____
11 25
______ _____
Total assets 51 65
===== ====
Current liabilities
Trade and other payables 9 (84) (71)
Financial liabilities
- borrowings 9 (1,070) (945)
_____ ______
Total liabilities (1,154) (1,016)
_____ ______
Net liabilities (1,103) (951)
===== =====
EQUITY
Share capital 10 4,378 4,378
Retained earnings 11 (5,481) (5,329)
______ ______
Total deficit of equity
attributable to equity (1,103) (951)
holders ===== =====
The financial statements were approved by the Board of Directors
and authorised for issue on 11 August 2016, and signed on its
behalf by:
Robert Lee - Non-executive Chairman
STATEMENT OF CASH FLOWS
For the period ended 31 December 2015
Note Period ended Year ended
31 December 30 September
2015 2014
GBP'000 GBP'000
Operating activities
Net cash used in operating activities 12 (89) (60)
_____ ______
Cash flows from operating activities (89) (60)
______ ______
Financing activities
Proceeds from ultimate parent 72 63
company loans _____ ______
72 63
Net Cash flows from financing _____ ______
activities
(17) 3
Net change in cash and cash
equivalents from continuing
operations
Cash and cash equivalents at
beginning of period 25 22
_____ ______
Cash and cash equivalents at
end of period 8 8 25
===== =====
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION AND NATURE OF OPERATIONS
World Trade Systems plc is a company incorporated in the United
Kingdom under the Companies Act 2006. The address of the registered
office is given on page 1. The Company is currently seeking new
investment opportunities and its only source of revenue is rental
income.
These financial statements are presented in pounds sterling
because that is the currency of the primary economic environment in
which it operates. The Company has no foreign operations.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation - Going concern
Whilst the Board is active in considering business opportunities
for the Company, should such an opportunity not materialise, having
regard to the cash flow forecasts prepared in May 2016 the
Directors consider that the Company has sufficient liquid resources
to meet its financial requirements for the period up to 31 August
2017. Thereafter the Company would be reliant upon further
financial support from the loan providers and will review the
alternative options at that point in time.
Kudrow Finance Limited ("Kudrow"), the parent company, has
provided unsecured loans totalling GBP795,363 ("the existing
loans") to support the Company's financing requirements, including
GBP71,563 advanced in the period to 31 December 2015 for working
capital purposes. Subsequently, on 20 June 2016 Kudrow has provided
a further working capital loan in the sum of GBP117,000. Since 12
February 2010, or the date of advancement if later, the total loan
balance carries interest at a rate of 5% per annum.
Under the terms of this loan agreement the repayment date is the
earlier of 31 July 2017 or the date on which shareholder approval
is obtained for the acquisition by the Company of a new business.
In the event of a default in payment of capital and or interest the
loans will be rolled up into the principal loan from the date of
default and shall carry interest at the rate of 10% per annum.
Kudrow has unconditionally undertaken to provide such further
financial support as may be required.
The above loans were obtained to enable the Company to meet its
on going financial obligations and to seek new business
opportunities.
At 31 December 2015 the company had an indebtedness due of
GBP60,000 in respect of a loan first obtained on 15 May 2006. Under
the terms of the agreement entered into interest has continued to
accrue on this loan as from 31 March 2008 at a rate of 6% per
annum. At 31 December 2015 accrued interest on this loan amounted
to GBP35,000 (30 September 2014: GBP30,000). To date no demand has
been received from the lender for repayment and the parent company
Kudrow Finance Limited ("Kudrow") has undertaken to procure the
necessary funding to discharge any demand for the remaining loan
and interest as and when received.
The parent company Kudrow Finance Limited ("Kudrow") has
undertaken to procure the necessary funding to discharge any demand
for the remaining loan and interest as and when received.
Taking account of these factors and the post balance sheet
events the Directors believe that the Company has adequate
resources to continue as a going concern for the foreseeable
future.
b) IFRSs in issue but not effective
At the date of authorisation of this report there were no
Standards and Interpretations which have not been applied in these
financial statements which were in issue but not yet effective and
which would impact on the reported results.
c) Basis of Preparation - Accounting convention
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union (EU), The Companies Act 2006 that applies to
companies reporting under IFRS and IFRIC interpretations.
The financial statements have been prepared under the historical
cost convention and in accordance with applicable accounting
standards. The accounting policies set out below have been applied
consistently in all periods presented in these financial
statements.
The financial statements are for the Company only. The Tamaris
Employees Share Option Scheme Trust ("the trust") has no material
effect on the Statement of Comprehensive Income or Statement of
Financial Position. Details of the trust have been disclosed in
Note 10 to the financial statements.
The financial statements do not include any amounts which are
based on significant estimates or judgements.
d) Revenue recognition
Rental Income from operating leases is recognised in the profit
or loss on a straight line basis over the term of the relevant
lease.
e) Foreign currencies
Transactions in currencies other than pounds sterling are
recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Gains and losses arising on retranslation are included in profit or
loss.
f) Taxation
Income tax on the profit or loss for the year comprises current
and deferred tax. Taxation is recognised in the profit or loss
except to the extent that it relates to items recognised in other
comprehensive income or in equity in which case it is recognised in
either other comprehensive income or equity.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at
the year end date, and any tax payable in respect of previous
years.
Full provision for deferred taxation is made using the balance
sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts for taxation purposes.
Deferred tax assets and liabilities are not recognised if the
temporary differences arise from goodwill or the initial
recognition (other than a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit
nor the accounting profit. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the
carrying amounts of assets and liabilities, using tax rates enacted
or substantively enacted at the year end date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised.
g) Investment property
Investment property comprising agricultural land, held to earn
rentals and for capital appreciation is stated at its cost less
impairment losses. Investment property is not depreciated as it
related to freehold land. The value of the investment property is
reviewed annually and where there is permanent impairment of the
value this is written off to profit or loss.
h) Financial instruments and equity instruments
Financial assets and liabilities are recognised when the Company
becomes a party to the contractual provisions of the
instrument.
(i) Trade and other receivables
Trade and other receivables are measured at fair value on
initial recognition, and are subsequently measured at amortised
cost using the effective interest method. Appropriate allowances
for estimated irrecoverable amounts are recognised in profit or
loss when there is objective evidence that the asset is impaired.
The allowance recognised is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate computed at
initial recognition.
(ii) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
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 changes in value.
(iii) Trade and other payables
Trade and other payables are initially measured at fair value,
and are subsequently measured at amortised cost using the effective
interest rate method.
(iv) Borrowings
Borrowings are recognised initially at fair value, net of direct
issue costs. Finance costs are accounted for on an accruals basis
and are charged to profit or loss using the effective interest
method.
(v) Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting its
liabilities. Equity instruments issued by the Company are recorded
as the proceeds received net of direct issue costs.
i) Segmental analysis
As the Company has only one segment, a segmental analysis is not
presented. The entire rental income relates to one customer which
is based in the UK.
3. LOSS FROM OPERATIONS
Period ended Year ended
Loss from operations is stated 31 December 30 September
after charging: 2015 2014
GBP'000 GBP'000
Auditor's remuneration
Fees payable to the Company's
auditor for the audit
of the financial statements
- statutory audit
Current year 16 15
4. DIRECTORS' EMOLUMENTS
Period ended Year ended
31 December 30 September
2015 2014
GBP'000 GBP'000
Non-Executive directors - fees
R Lee 1 1
A Cheng - -
C Lee - -
M Mehta - -
___- ___
1 1
___ ___
There were no pension contributions for directors in the period
to 31 December 2015 (Year ended 31 September 2014: Nil).
The Company has no employees. The Company considers the
Directors to be the key management personnel.
5. TAXATION
Period ended Year ended
31 December 30 September
2015 2014
GBP'000 GBP'000
Loss for the year (152) (100)
Expected income tax benefit at 21% (2014:
22%) (32) (22)
Adjustment for;
Tax losses not brought to account 32 22
___ ___
Actual tax expense - -
___ ___
Reconciliation of carried forward tax
losses
Loss on ordinary activities before tax (152) (100)
Losses brought forward (1,566) (1,466)
______ ______
Unutilised tax losses (1,718) (1,566)
====== ======
A deferred tax asset has not been recognised in respect of these
losses, as it is not evident that these losses will be utilised in
the foreseeable future. Should the losses be utilised in the future
the estimated value of the deferred tax asset not recognised, at a
standard rate of 21% (Year ended 30 September 2014: 22%), is
GBP360,000 (2014: GBP345,000).
6. LOSS PER ORDINARY SHARE
The calculation of the basic loss per share is based on the loss
after taxation attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the period.
Shares held in employee trusts are treated as cancelled for the
purpose of this calculation.
There are no potentially dilutive capital instruments in issue,
therefore the basic and diluted loss per share are identical.
Reconciliations of the loss and weighted average number of
shares used in the calculations are set out below:
Weighted
average Per share
Loss number of loss
Period ended 31 December 2015 GBP'000 shares pence (p)
Basic and diluted loss per share (152) 8,747,366 (1.727p)
__________
Year ended 30 September 2014
Basic and diluted loss per share (100) 8,747,366 (1.143p)
__________
7. INVESTMENT PROPERTY
At 31December At 30 September
2015 2014
GBP'000 GBP'000
Land at cost 40 40
Based on a valuation report dated 4 July 2006 conducted by
Savills (L & P) Limited Chartered Surveyors of Winchester,
Hampshire the fair value of the Company's investment in freehold
land was GBP110,000. The Directors have reviewed comparable land
values and given the mix and usage of the subject land they
consider that the fair value of the Company's investment in
freehold land as at 31 December 2015 was GBP500,000 (30 September
2014: GBP500,000) as this reflects the valuation of similar parcels
of land in the same area. The rental income earned by the Company
from its investment property which is leased out on an agricultural
tenancy which continues year to year amounted to GBP3,000 (2014:
GBP3,000).
The fair value of the land has been estimated by the Directors
by reviewing the sales prices for local parcels of land which were
on the market in the locality at the period end. This resulted in
an average land value per acre for arable and rough grazing land of
GBP11,000 and GBP14,000 respectively. The 66.94 acres of land held
by the Company is split between arable, rough grazing and woodland
in the following proportions: 59%, 35% and 6% respectively. The
Directors consider that the land should be included at a valuation
to reflect the similar parcels of land in the same region. A
further 36% discount has been applied by the Directors due to the
land currently being occupied.
The fair value hierarchy categorises the inputs used in the
valuation of the land held to be level 3 inputs. Level 3 inputs are
unobservable inputs, and have been used to measure the fair value
as observable inputs have not been available. As the investment
property is held at cost, the fair value measurement does not
affect the statement of comprehensive income. There have been no
changes in the method of valuation from the prior year.
The land is currently subject to a tenancy, which is not
considered to be the highest and best use of the asset. However, a
tenancy agreement is in place and so this is the only possible use
in the period.
8. CASH AND CASH EQUIVALENTS
At 31 December At 30 September
2015 2014
GBP'000 GBP'000
Cash at bank 8 13
Cash held in Solicitors' Client - 12
Account (Note 14) ___ ___
8 25
=== ===
Bank balances and cash comprise cash held by the Company and
short term bank deposits with an original maturity of three months
or less. The carrying amount of these assets approximates their
fair value.
9. OTHER FINANCIAL LIABILITIES
Trade and other payables comprise amounts outstanding for
services provided and accrued expenses. The average credit period
taken is 60 days (2014: 60 days). Financial liabilities
comprise:
At 31 December At 30 September
2015 2014
GBP'000 GBP'000
Accrued expenses 84 71
__ ___
84 71
__ ___
Financial liabilities - borrowings 94 90
Financial liabilities - amounts
owed to ultimate parent company 976 855
--______ ____
1,070 945
===== ====
The Directors consider that the carrying amount of trade
payables approximates to their fair value. The fair value of the
Financial Liabilities is estimated using a valuation technique
where all significant inputs are based on observable market prices,
e.g. market interest rates of similar loans with a similar
risk.
Financial liabilities - borrowings comprise an unsecured loan
totalling GBP60,000 (30 September 2014: GBP60,000). This loan is
repayable on demand.
Under the terms of the agreement the lender is entitled to
charge interest on the Loan at the rate of 6% per annum from the
date of the advance on 15 May 2006. Within the amount disclosed
above is a provision for interest payable for the period from 15
May 2006 to 31 December 2015 of GBP34,000 (30 September 2014:
GBP30,000).
Kudrow has undertaken to procure the necessary funding to
discharge the remaining loan together with any interest due
thereon.
Amounts owed to Kudrow, the parent company, are unsecured and
are due for repayment on 31 August 2017. As from 12 February 2010
these loans carry interest at the rate of 5% per annum. Within the
amount disclosed above is a provision for interest payable for the
period from 12 February 2010 to 31 December 2015 of GBP181,000 (30
September 2014: GBP131,000).
Kudrow has unconditionally undertaken to provide such further
financial support as may be required.
10. CALLED UP SHARE CAPITAL
31 December 30 September
2015 2014
Number GBP'000 Number GBP'000
Authorised
Ordinary shares of
1p each 11,041,237 110 11,041,237 110
Deferred shares of
49p each 11,041,237 5,411 11,041,237 5,411
_______ _______
5,521 5,521
_______ _______
Allotted, called up
and fully paid
Ordinary shares of 1p
each 8,753,867 88 8,753,867 88
Deferred shares of 49p
each 8,753,867 4,290 8,753,867 4,290
______ ______
4,378 4,378
______ ______
On 12 April 2006 by ordinary resolution, passed at a general
meeting, the ordinary shares of 50p each in the capital of the
Company were sub-divided and reclassified as 1 Ordinary Share of 1p
and 1 Deferred Share of 49p. A special resolution passed on the
same date approved the reduction of share capital by cancelling and
extinguishing all of the issued deferred shares of 49p each in the
Company, subject to approval of the Court. No application has yet
been made to the Court for the reduction of capital.
The deferred shares do not entitle the holder to payment of any
dividend, other distribution, to receive notice of or attend or
vote at any General Meeting of the Company or on a return of
capital to the repayment of the amount paid on such deferred shares
until after repayment of the capital paid up on the Ordinary Shares
together with payment of GBP1,000,000 on each Ordinary Share and
the Deferred Shares shall not be capable of transfer at any time
other than with the consent of the Directors.
Tamerise Limited was the trustee of The Tamaris Employees Share
Option Scheme Trust ("the Trust") and was dissolved on 23 January
2001. World Trade Systems plc ("the Employer") will appoint
alternative independent trustees when considered appropriate. Under
the terms of the Trust, the trustees may acquire ordinary shares in
World Trade Systems plc from time to time, either in the market or
by subscription. Benefits may be conferred on selected employees of
World Trade Systems plc and/or its subsidiaries (both current and
future subsidiaries) at the discretion of the trustees by methods
including a direct bonus payment in cash or in shares with no
payment required from the employee, a direct transfer of shares
with payment of all or part required by the employee or the
transfer of shares to an employee who exercises an option under
World Trade Systems' existing share option schemes.
All acquisitions of shares by the Trust have been funded by
non-interest bearing loans from World Trade Systems plc. The total
trust holding of 6,501 ordinary shares of 1p each at 31 December
2015 (30 September 2014: 6,501 shares of 1p each) represented 0.07%
(30 September 2014: 0.07%) of World Trade Systems plc's issued
ordinary share capital. Following the reorganistion of share
capital on 12 April 2006 the trust also holds 6,501 deferred shares
of 49p (30 September 2014: 49p).
Any costs involved in the administration of the trust are
charged to the general overheads of World Trade Systems plc.
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to be
able to provide returns for shareholders and benefits for
stakeholders. The Company believes that an optimum capital
structure is achieved through equity and debt. Total deficit of
equity at 31 December 2015 was GBP1,103,000 (30 September 2014:
GBP951,000) and debt was GBP1,070,000 (30 September 2014:
GBP945,000).
11. RETAINED EARNINGS
31 December 30 September
2015 2014
GBP'000 GBP'000
At 1 October (5,329) (5,229)
Loss for the year (152) (100)
______ _____
At 30 September (5,481) (5,329)
====== =====
12. NOTES TO THE CASH FLOW STATEMENT
31 December 30 September
2015 2014
GBP'000 GBP'000
Net loss (152) (100)
Finance costs 53 39
Increase in receivables (3) -
Increase in payables 13 1
_____ _____
Net cash outflow from operating (89) (60)
activities ===== =====
13. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise sterling
cash and bank deposits, loans together with trade receivables and
payables that arise directly from its operations. The main risks
arising from the Company's financial instruments can be analysed as
follows:
Liquidity risk
Until such time as the Company acquires new business it is
reliant upon continued financial support in the form of medium term
loans from Kudrow, its parent company, and others to enable it to
meet its ongoing financial obligations.
As at the balance sheet date the Company's liabilities have
contractual maturities as summarised below:
31 December 2015 30 September 2014
Within 6 to 12 Within 6 to 12
6 months months 6 months months
GBP'000 GBP'000 GBP'000 GBP'000
Trade and other payables
(note 9) 84 - 70 -
Financial liabilities -
borrowings (note 9) 94 - 90 -
Financial liabilities -
parent (note 9) - 976 - 855
_____ ____ _____ _____
178 976 160 855
===== ==== ===== =====
Kudrow has unconditionally undertaken to provide financial
support to meet the repayment of the Company's borrowings.
Credit risk
The Company's principal financial assets are bank balances and
cash and trade and other receivables.
The credit risk on liquid funds is limited because the
counterparties are banks with high credit-ratings assigned by
international credit-rating agencies. The credit risk on liquid
funds held in a client account by Robert Lee Law Offices, on behalf
of the Company, is mitigated as far as possible as these funds are
also held with a high credit-ratings bank and Robert Lee Law
Offices are monitored and reviewed in a regulated environment.
Interest rate risk
Interest bearing assets comprise cash and bank deposits all of
which earn interest at a variable rate. The Company has no bank
borrowings. The Company's existing borrowings were interest free up
until their extended due date for repayment, from which time they
incur interest at rates of 5% and 6% per annum. During the year
under review, existing borrowings carry an interest charge.
The Directors monitor overall borrowings and interest costs to
limit any adverse effects on the financial performance of the
Company.
Categories of financial assets and liabilities
The carrying amounts presented in the Statement of Financial
Position relate to the following categories of assets and
liabilities:
Financial assets 31 December 30 September
2015 2014
GBP'000 GBP'000
Loans and receivables
Trade and other receivables 3 -
Cash and cash equivalents 8 25
__ __
11 25
Financial liabilities
31 December 30 September
2015 2014
GBP'000 GBP'000
Financial liabilities at amortised
cost
Trade and other payables 84 70
Borrowings 1,070 945
1,154 1,015
14. RELATED PARTY TRANSACTIONS
Kudrow Finance Limited, the parent company, has provided
unsecured loans totalling GBP795,363 (30 September 2014:
GBP723,800), which have been sourced from Glory Time Holdings Inc,
a company under the control of a non-executive Director, Antares
Cheng. The loans are due for repayment on 31 August 2017. As from
12 February 2010 these loans carry interest at the rate of 5% per
annum. Interest accrued in the period from 12 February 2010 to 31
December 2015 was GBP180,842 (30 September 2014: GBP131,517)
Antares Cheng is ultimately interested in the interest payment.
Directors' transactions
Robert Lee the non-executive Chairman is the principal of Robert
Lee Law Offices which at 31 December 2015 held funds on behalf of
the Company in a Clients Account amounted to GBP246 (30 September
2014: GBP11,408). At 31 December 2015 the Company owed Robert Lee
GBP15,200 in respect of unpaid director's fees (30 September 2014:
GBP14,200). Proclass Limited, a company incorporated in the British
Virgin Islands is a Corporate Director of Kudrow Finance Limited,
the parent company. Robert Lee is a director of Proclass Limited
and by virtue of this office is able to influence the decision
making process of Kudrow Finance Limited.
Antares Cheng a non-executive Director is also a director and
controlling shareholder in Glory Time Holdings Inc.
15. PARENT UNDERTAKING AND ULTIMATE CONTROLLING PARTIES
The Directors consider Kudrow Finance Limited ("Kudrow") a
company incorporated in the British Virgin Islands as its parent
company. Kudrow has entered into an informal arrangement with Glory
Time Holdings Inc ("Glory Time") - a company controlled by Antares
Cheng - whereby Glory Time, at its discretion, makes available such
funding as is required by Kudrow to enable it to support World
Trade Systems plc. By virtue of this arrangement and the discretion
and influence exercised by Glory Time, the Directors consider
Antares Cheng through his control of Glory Time, to be the Ultimate
Controlling Party.
16. EVENTS AFTER REPORTING PERIOD
On 20 June 2016 the Company obtained a further loan of
GBP117,000 from Kudrow Finance Limited which is repayable on the
earlier of 31 July 2017 or the date on which shareholder approval
is obtained for the acquisition by the Company of a new
business.
On 22 June 2016, the Company established Shimao Bio-technology
Co. Ltd., a new wholly-owned subsidiary in Suzhou, China ("WTS
China") which has been fully licensed as a wholly foreign-owned
enterprise ("WFOE") to engage in (i) the manufacture and sale of
bio-technical medical and healthcare products; (ii) domestic and
cross-border mergers and acquisitions of bio-technical and other
related businesses; and (iii) the development and management of
off-shore and domestic care centres for the elderly (collectively
the "WTS China Business").
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR AKADNPBKDOFD
(END) Dow Jones Newswires
August 16, 2016 12:15 ET (16:15 GMT)
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