Miller Birch Limited
Registered number: 04026982
Directors' report and
unaudited financial statements
For the year ended 31 December 2021
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MILLER BIRCH LIMITED
COMPANY INFORMATION
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Andrew Sutherland
(resigned
17 August 2021
)
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Martyn J Cubbage
(resigned
11 May 2021
)
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David T Milloy
(appointed
17 August 2021
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MILLER BIRCH LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the year ended
31 December 2021
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Directors' responsibilities statement
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The directors are responsible for preparing 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 judgements and accounting estimates that are reasonable and prudent;
∙
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.
The profit for the year, after taxation, amounted to £
211,269
(2020 -
loss
£
25,884
)
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No dividends were paid during the year (2020 - £nil).
The directors who served during the year were:
Andrew Sutherland
(resigned
17 August 2021
)
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Martyn J Cubbage
(resigned
11 May 2021
)
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David T Milloy
(appointed
17 August 2021
)
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MILLER BIRCH LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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MILLER BIRCH LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Interest receivable and similar income
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Retained earnings at the beginning of the year
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Profit/(loss) for the year
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Retained earnings at the end of the year
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The notes on pages 5 to 9 form part of these financial statements.
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MILLER BIRCH LIMITED
REGISTERED NUMBER:
04026982
BALANCE SHEET
AS AT
31 DECEMBER 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The
financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 5 to 9 form part of these financial statements.
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MILLER BIRCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Miller Birch Limited is a private company limited by shares and incorporated in England and Wales, 04026982. The registered office is Octagon Point, 5 Cheapside, London, England, EC2V 6AA.
The principal activity of the Company is commercial property development.
2.
Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of
Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
At the balance sheet date the company had net assets of £292,052 (2020: £80,783).
The company’s site is now complete and it has disposed of its final remaining land interests. The company is not intending to enter into new development activities and it is therefore in the process of winding down its activities and realising all of its assets in a controlled manner.
For this reason the directors have prepared the financial statements on a basis other than that of a going concern. Assets have been stated at the lower of cost and net realisable value and provisions have been made for all identified liabilities. No provisions have been made for the future costs involved in such a wind down.
Accordingly, at a board meeting held on 2 November 2022 the directors recommended, subject to the approval of shareholders at a General Meeting to be held on 8 November 2022, to place the Company into Members’ Voluntary Liquidation and to appoint joint liquidators.
Interest income is recognised in Statement of Income and Retained Earnings using the effective interest method.
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MILLER BIRCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
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The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
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Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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MILLER BIRCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
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The average monthly number of employees, excluding directors, during the year was
0
(2020 -
0
)
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MILLER BIRCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Amounts owed by related parties (note 8)
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to related undertakings (note 8)
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Accruals and deferred income
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Allotted, called up and fully paid
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100,000
Ordinary A
shares of £
1
each
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100,000
Ordinary B
shares of £
1
each
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712,234
Ordinary C
shares of £
1
each
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712,234
Ordinary D
shares of £
1
each
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Ordinary A and Ordinary B shares each carry 50% of the voting rights by class. Ordinary C and Ordinary D shares each carry no voting rights.
Ordinary A, Ordinary B, Ordinary C and Ordinary D shares each carry 25% of the rights to dividends and other distributions by class.
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MILLER BIRCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Profit & loss account
Profit and loss includes all current and prior period retained profits, losses and equity distributions.
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Related party transactions
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Amounts due from / (due to) shareholders at the year end were:
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Miller Development Holdings Limited
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At 31 December 2021 £nil (2020 - £355,923) was due from The Miller Birch Partnership, a business under the same common control.
All other movements in related party balances were due to cash advances and repayments made during the year.
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Controlling party and parent undertaking
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As at 31 December 2020, the Company was a joint venture between Miller Developments Holdings Limited, registered at Octagon Point, 5 Cheapside, London, England, EC2V 6AA and Ark Capital Limited, registered at Ashcroft House, Ervington Court, Meridian Business Park, Leicester, LE19 1WL.
Ark Capital Limited is ultimately controlled by its principal shareholder, Mr Peter J Gadsby.
As at 31 December 2021, Miller Developments Holdings Limited’s ultimate parent company was A & D Corporate Holdings LLP, a limited liability partnership incorporated and domiciled in the United Kingdom.
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