Company Registration No. 03633412 (England and Wales)
GEMCO CORPORATE MANAGEMENT LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
PAGES FOR FILING WITH REGISTRAR
GEMCO CORPORATE MANAGEMENT LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
GEMCO CORPORATE MANAGEMENT LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2020
31 December 2020
- 1 -
2020
2019
Notes
£
£
£
£
Fixed assets
Investments
3
2,726,488
4,209,745
Current assets
Debtors
5
253,875
Creditors: amounts falling due within one year
6
(2,371,257)
(2,761,761)
Net current liabilities
(2,371,257)
(2,507,886)
Total assets less current liabilities
355,231
1,701,859
Capital and reserves
Called up share capital
800,000
800,000
Capital contribution reserve
1,034,198
1,034,198
Profit and loss reserves
(1,478,967)
(132,339)
Total equity
355,231
1,701,859
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 18 May 2021 and are signed on its behalf by:
A Iacchetti
Director
Company Registration No. 03633412
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 2 -
1
Accounting policies
Company information
Gemco Corporate Management Limited is a
private
company
limited by shares
incorporated in England and Wales
.
The registered office is
Regents Pavilion
,
4 Summer House
,
Moulton Park Industrial Estate
,
Northampton
, Northamptonshire, United Kingdom,
NN3 6BJ
.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit or loss
of the group
.
T
he company has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
-
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’
Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;
basis
of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income
;
-
Section 33 ‘Related Party Disclosures’
Compensation for key management personnel
.
This information is included within the consolidated financial statements of Nexion S.p.A. as at 31
December 20
20
and these financial statements may be obtained from the company's registered office
address Via Carpi, 9, 42015 Correggio RE, Italy.
Accounting period
The comparative period in these accounts is the 18 month period ended 31 December 2019. The current period is the year ended 31 December 2020.
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 3 -
1.2
Going concern
The group has embarked on a Group restructuring and streamlining exercise. This is now well progressed with the results expected to be seen over the next and future trading periods. The company plans to divest trade of its subsidiary undertakings, selling those to other group companies. As part of the transactions, the amount owed to group undertakings as disclosed in note 8 will be settled.
true
The Board have prepared forecasts for a period in excess of 12 months from the date of these financial statements which show that the company and the group is able to operate within its current facilities after considering the likely timings of settlement of amounts owed to group undertakings. The Board have received parent company confirmation that it will provide the financial support, as is required, to enable Gemco Corporate Management Limited and its subsidiary undertakings to meet its liabilities as and when they become due for payment. This support is provided for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Board have concluded that there is a reasonable expectation that the company has adequate resources to meet its liabilities as they fall due.
The company plans to divest itself of its investments and is due to be dissolved during 2021. The directors do not consider that the going concern basis of accounting is appropriate for this single entity. Necessary provisions have been made against assets where appropriate.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.5
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs
.
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Employees
The company has no employees other than the directors, who did not receive any remuneration (2019: £Nil).
The directors are directors of the other group companies and have their remuneration paid and disclosed in those companies. It is not practicable to allocate their remuneration between services to Gemco Corporate Management Limited and other group companies during the period.
The directors are considered to be the key management personnel of the company.
3
Fixed asset investments
2020
2019
£
£
Shares in group undertakings and participating interests
2,726,488
4,209,745
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
3
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2020 & 31 December 2020
4,809,745
Impairment
At 1 January 2020
600,000
Impairment provisions
1,483,257
At 31 December 2020
2,083,257
Carrying amount
At 31 December 2020
2,726,488
At 31 December 2019
4,209,745
4
Subsidiaries
Details of the company's subsidiaries at 31 December 2020 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Gemco Equipment Limited
UK
Equipment sales
Ordinary
100.00
Gemco Service Limited
UK
Equipment maintenance
Ordinary
100.00
Gemco Property Management Limited
UK
Property management
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Gemco Equipment Limited
1,267,598
97,198
Gemco Service Limited
4,743,428
366,712
Gemco Property Management Limited
10,564
(440,633)
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 7 -
5
Debtors
2020
2019
Amounts falling due within one year:
£
£
Corporation tax recoverable
2,201
Amounts owed by group undertakings
251,674
253,875
6
Creditors: amounts falling due within one year
2020
2019
£
£
Amounts owed to group undertakings
2,371,257
2,757,761
Other creditors
4,000
2,371,257
2,761,761
7
Contingent liabilities
Gemco
Corporate
Management Limited entered into an up-stream guarantee arrangement with Nordea
Bank for any debt owed by Stenhoj Holding A/S towards Nordea
. The maximum liability as at 31 December
20
20 is £17,231,049
(201
9: £11,529,355
) and the actual value as at 31 December 20
20
amounts to
£
14,218,573
(201
9
: £1
0,522,542
).
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
We draw attention to note 1.2 in the financial statements, which explains that the company is in the process of ceasing operations and will be dissolved in due course. The directors do not therefore consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements. Our opinion is not modified in respect of this matter.
The auditor was Azets Audit Services.
9
Events after the reporting date
The Directors of all Gemco Group companies have been working through 2020 to organise a restructure of the business activities of the Group. This involves restructuring the Group from the current four companies into a situation where there is just one operational company in the group, that company being Gemco Service Limited. The restructure is ongoing into 2021 and as part of this restructure, it is proposed that the company will be dissolved in the near future.
GEMCO CORPORATE MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 8 -
10
Parent company
The ultimate controlling party of the company is
Minio S.r.l., a company incorporated in Italy.
The largest and smallest groups in which the results of the company are consolidated are those headed by Nexion S.p.A., a company incorporated in Italy, and
Stenhoj Holdings A/S
, incorporated in Denmark, respectively.
Copies of the group financial statements of
Nexion S.p.A.
are available from the company's registered office address Via Carpi, 9, 42015 Correggio RE, Italy.