Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2019
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
COMPANY INFORMATION
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
CONTENTS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
During the year the Company continued to hold an investment in its principal subsidiary, Clarkson Port Services Limited, and dormant subsidiaries.
The Company acts as an intermediate holding company. The group’s principal activities are ship agency services, shipbroking and port services, through its ownership of Clarkson Port Services Limited.
As a non-trading intermediate holding company the Directors do not consider there to be any risks or uncertainties which apply to the Company aside from those which affect the group as a whole. Those risks are considered to be: credit risk, liquidity risk, interest rate risk, reputational risk and operational risk. These risks are considered further in the Strategic Report contained within the financial ftatements of the Company's principal subsidiary undertaking, Clarkson Port Services Limited.
The Company acts as an intermediate holding company and does not trade in its own right. Therefore the Directors do not consider it to have any key performance indicators ("KPIs"). The KPIs which are relevant to the group are considered in the financial statements of the Company's principal subsidiary undertaking, Clarkson Port Services Limited.
Section 172(1) statement
Section 172 of the Companies Act 2006 sets out the duty of a director to act in the way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing this, the director is required to have regard, amongst other matters, to: - The likely consequences of any decision in the long term; - The interests of the company’s employees; - The need to foster the company’s business relationship with suppliers, customers and others; - The impact of the company’s operations on the community and the environment; - The desirability of the company maintaining a reputation for high standards of business conduct; and - The need to act fairly as between members of the company. The Board has regard to the factors set out above in discharging its duties under section 172 and working towards and within the Clarkson PLC group’s wider purpose, which is ‘To enable smarter, cleaner global trade by empowering our clients and our people to make better informed decisions using our market-leading technology and intelligence; and in doing so, meet the demands of the world’s rapidly evolving maritime, offshore, trade and energy markets.’ Stakeholders and engagement As an investment holding company within a listed group of companies, the Company does not have any clients or employees, and its key stakeholder is therefore its shareholder. The Board is committed to effective engagement with the Company’s ultimate shareholder, Clarkson PLC, and engagement with the Clarkson PLC Board is principally effected through regular updates to that Board. In addition, from time to time, members of the Company’s Board are requested to attend Clarkson PLC Board meetings in order to provide updates on strategy, business performance and people matters.
This report was approved by the Board on 24 July 2020
and signed on its behalf.
Page 1
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The Directors present their report and the financial statements for the year ended 31 December 2019.
The Directors who served during the year were:
Engagement with suppliers, customers and others in a business relationship with the Company
As an investment holding company within a listed group of companies, the Company does not have any suppliers, customers or business relationships outside of the Clarkson PLC group of companies.
The Directors are responsible for preparing the Strategic report, the Directors' report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year
. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙
select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙
make judgments and accounting estimates that are reasonable and prudent;
∙
state whether applicable UK Accounting Standards 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 2
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Each of the persons who are
Directors at the time when this Directors' report is approved has confirmed that:
The worldwide spread of the COVID-19 virus in February and March 2020 and associated restrictions on travel and aspects of day to day life represent a non adjusting post balance sheet event for the Company and therefore there is no impact on the Company as at 31 December 2019. Currently no impacts are expected on the balances held at 31 December 2019. The Company's management continues to monitor the possible impact of the restrictions and associated economic uncertainty on the Company and have taken the impacts into consideration when assessing the Company's ability to remain a going concern.
The auditors, Haysmacintyre LLP, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
This report was approved by the Board on
Page 3
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENCHEM HOLDINGS LIMITED
We have audited the financial statements of Genchem Holdings Limited (the 'Company') for the year ended 31 December 2019, which comprise the Profit and loss account, the Balance sheet, the Statement of changes in equity
and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
∙
the Directors
' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
∙
the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙
the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Page 4
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENCHEM HOLDINGS LIMITED (CONTINUED)
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
As explained more fully in the Directors' responsibilities statement on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our Auditors' report.
This report is made solely to the Company's shareholder
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 shareholder those matters we are required to state to them in an Auditors' 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 shareholder for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
Page 5
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2019
BALANCE SHEET
AS AT
31 DECEMBER 2019
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on
The notes on pages 8 to 11 form part of these financial statements.
Page 6
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2019
Page 7
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Genchem Holdings Limited is a private company limited by shares and is incorporated in the United Kingdom. The Company's registered office is Commodity Quay, St Katharine Docks, London E1W 1BF. The Company was an investment holding company during the year and did not trade.
2.
Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within
these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙
the requirements of Section 7 Statement of Cash Flows;
∙
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Clarkson PLC as at 31 December 2019 and these financial statements may be obtained from Commodity Quay, St Katharine Docks, London, E1W 1BF.
Investments in subsidiaries are measured at cost less accumulated impairment.
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future. In this regard, the Directors believe that the critical accounting policies where judgements or estimations are necessarily applied are summarised below. Investments As noted in Note 2.3 above the carrying values of fixed asset investments relating to the acquisition of CGUs are reviewed on an annual basis for indications of impairment. Impairment testing through the calculation of the recoverable amount of each asset is subject to the use of a number of estimates and judgements. There is a risk that the actual results of each CGU differ from the estimates made in the calculation of recoverable amounts and other judgements made in the course of the calculations could differ from actual events and circumstances.
Page 8
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Page 9
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Page 10
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENCHEM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The ultimate parent undertaking and controlling party is Clarkson PLC, a company registered in England and Wales which is the parent undertaking of the smallest and largest group to consolidate these financial statements.
Copies of Clarkson PLC consolidated financial statements can be obtained from Commodity Quay, St Katharine Docks, London, E1W 1BF.
The Company's immediate parent company is Clarkson PLC.
Page 11
|