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Report of the Directors and |
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Financial Statements |
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for the Year Ended 30 June 2018 |
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for |
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Clowance Holdings Limited |
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REGISTERED NUMBER:
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Report of the Directors and |
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Financial Statements |
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for the Year Ended 30 June 2018 |
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for |
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Clowance Holdings Limited |
Clowance Holdings Limited (Registered number: SC132922) |
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Contents of the Financial Statements |
for the Year Ended 30 June 2018 |
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Page |
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Company Information | 1 |
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Report of the Directors | 2 |
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Report of the Independent Auditors | 4 |
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Statement of Comprehensive Income | 6 |
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Balance Sheet | 7 |
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Statement of Changes in Equity | 8 |
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Notes to the Financial Statements | 9 |
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Clowance Holdings Limited |
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Company Information |
for the Year Ended 30 June 2018 |
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DIRECTORS: |
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SECRETARY: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Statutory Auditors |
Chartered Accountants |
Lakeview House |
4 Woodbrook Crescent |
Billericay |
Essex |
CM12 0EQ |
Clowance Holdings Limited (Registered number: SC132922) |
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Report of the Directors |
for the Year Ended 30 June 2018 |
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The directors present their report with the financial statements of the company for the year ended 30 June 2018. |
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PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of provision of maintenance and management services |
relating to the timeshare properties on the estate known as Clowance House, Praze-an-Beeble, Cornwall. |
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DIVIDENDS |
No dividends will be distributed for the year ended 30 June 2018. |
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DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2017 to the date of this report. |
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STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable |
law and regulations. |
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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 United Kingdom Generally Accepted Accounting Practice (United |
Kingdom Accounting Standards and applicable law). 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: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue
in business. |
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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 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. |
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STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of |
which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director |
in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of |
that information. |
Clowance Holdings Limited (Registered number: SC132922) |
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Report of the Directors |
for the Year Ended 30 June 2018 |
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AUDITORS |
The auditors, Mudd Partners LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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ON BEHALF OF THE BOARD: |
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Report of the Independent Auditors to the Members of |
Clowance Holdings Limited |
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Opinion |
We have audited the financial statements of Clowance Holdings Limited (the 'company') for the year ended 30 June 2018 which |
comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial |
Statements, 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). |
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In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 30 June 2018 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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Basis for opinion |
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 UK, including the FRC'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. |
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Conclusions relating to going concern |
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 |
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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. |
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Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the |
Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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Our opinion on the financial statements does not cover the other information and we do not express any form of assurance |
conclusion thereon. |
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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, 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. |
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Opinion on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
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the information given in the Report of the Directors for the financial year for which the financial statements are prepared is
consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report by exception |
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 Report of the Directors. |
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We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our |
opinion: |
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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 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. |
Report of the Independent Auditors to the Members of |
Clowance Holdings Limited |
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Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due |
to fraud or error. |
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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. |
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Auditors' responsibilities for the audit of the financial statements |
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 a Report of the Auditors 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. |
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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 Report of the Auditors. |
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Use of our report |
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 a Report of the Auditors 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. |
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for and on behalf of
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Statutory Auditors |
Chartered Accountants |
Lakeview House |
4 Woodbrook Crescent |
Billericay |
Essex |
CM12 0EQ |
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Clowance Holdings Limited (Registered number: SC132922) |
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Statement of Comprehensive Income |
for the Year Ended 30 June 2018 |
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30.6.18 | 30.6.17 |
Notes | £ | £ |
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TURNOVER |
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Cost of sales |
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GROSS LOSS | ( |
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Administrative expenses |
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(119,263 | ) | (62,702 | ) |
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Other operating income |
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OPERATING PROFIT | 4 |
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Interest payable and similar expenses | 5 |
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PROFIT BEFORE TAXATION |
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Tax on profit | 6 |
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PROFIT FOR THE FINANCIAL YEAR |
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OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR |
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Clowance Holdings Limited (Registered number: SC132922) |
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Balance Sheet |
30 June 2018 |
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30.6.18 | 30.6.17 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
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Investments | 8 |
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Investment property | 9 |
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CURRENT ASSETS |
Debtors | 10 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 11 |
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NET CURRENT ASSETS |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CREDITORS |
Amounts falling due after more than one year | 12 |
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NET ASSETS |
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CAPITAL AND RESERVES |
Called up share capital | 15 |
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Revaluation reserve | 16 |
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Retained earnings | 16 |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the Board of Directors on
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Clowance Holdings Limited (Registered number: SC132922) |
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Statement of Changes in Equity |
for the Year Ended 30 June 2018 |
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Called up |
share | Retained | Revaluation | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
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Balance at 1 July 2016 |
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Changes in equity |
Total comprehensive income | - |
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( |
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Balance at 30 June 2017 |
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Changes in equity |
Total comprehensive income | - |
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( |
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Balance at 30 June 2018 |
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Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements |
for the Year Ended 30 June 2018 |
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1. | STATUTORY INFORMATION |
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Clowance Holdings Limited is a
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number and registered office address can be found on the Company Information page. |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
These financial statements have been prepared in accordance with applicable accounting standards including Financial |
Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the |
Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost |
convention, modified to include certain items at fair value. |
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The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in |
these financial statements. |
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Going concern |
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the group has |
adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to |
adopt the going concern basis in preparing its consolidated financial statements. |
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Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as |
permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
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• | the requirements of Section 7 Statement of Cash Flows; |
• |
the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44,
11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c). |
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Turnover |
Turnover represents income arising out of the management of the Clowance Estate and includes management fees and |
occupancy charges. Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade |
discounts, allowances, volume and promotional rebates and other payments to customers. |
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Turnover from the sale of holiday membership subscriptions are recognised when the customer is invoiced, the customer |
has accepted their subscription and the collectability of the related receivable is reasonably assured. |
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Tangible fixed assets |
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Freehold property | - |
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Long leasehold | - |
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Plant and machinery | - |
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Fixtures and fittings | - |
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Motor vehicles | - |
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Tangible fixed assets are stated at cost (deemed cost) or valuation less accumulated depreciation and accumulated |
impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Any |
revaluation gains or losses recognised in other comprehensive income. Revaluations shall be made with sufficient regularity |
to ensure that carrying amount does not differ materially from that which would be determined using fair value at the end of |
the reporting period. |
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Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value |
is recognised in profit or loss. |
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Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, |
except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively |
enacted by the balance sheet date. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in |
which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted |
or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be |
recovered against the reversal of deferred tax liabilities or other future taxable profits. |
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Foreign currencies |
The company financial statements are presented in Sterling (£), the currency of the primary economic environment in which |
the entity operates (its functional currency). |
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Transactions in currencies other than the functional currency of the individual entities (foreign currencies) are recognised at |
the spot exchange rate between the functional currency and the foreign currency at the date of the transaction, or at an |
average rate where this rate approximates the actual rate at the date of the transaction. At the end of each reporting period, |
monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items |
that are measured in terms of historical cost in a foreign currency are not retranslated. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are |
charged to profit or loss in the period to which they relate. |
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Basic financial instruments |
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other |
creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition |
they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade |
debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business |
terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar |
debt instrument. |
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Investments |
Investments are measured at cost less impairment. |
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Loans and borrowings |
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are |
measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a |
finance transaction it is measured at present value. |
Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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3. | EMPLOYEES AND DIRECTORS |
30.6.18 | 30.6.17 |
£ | £ |
Wages and salaries |
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Social security costs |
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Other pension costs |
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The average number of employees during the year was as follows: |
30.6.18 | 30.6.17 |
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Directors and management |
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Restaurant staff | 17 | 18 |
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30.6.18 | 30.6.17 |
£ | £ |
Directors' remuneration |
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4. | OPERATING PROFIT |
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The operating profit is stated after charging: |
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30.6.18 | 30.6.17 |
£ | £ |
Depreciation - owned assets |
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Auditors' remuneration |
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5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30.6.18 | 30.6.17 |
£ | £ |
Other interest |
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Interest on late paid tax |
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Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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6. | TAXATION |
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Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
30.6.18 | 30.6.17 |
£ | £ |
Current tax: |
UK corporation tax |
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Deferred tax |
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Tax on profit |
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Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained |
below: |
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30.6.18 | 30.6.17 |
£ | £ |
Profit before tax |
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Profit multiplied by the standard rate of corporation tax in the UK of
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Effects of: |
Movement in Deferred Tax |
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Depreciation on assets not subject to capital allowances |
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Total tax charge | 35,148 | 45,288 |
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Tax effects relating to effects of other comprehensive income |
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There were no tax effects for the year ended 30 June 2018, or the comparative period. |
Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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7. | TANGIBLE FIXED ASSETS |
Freehold | Long | Plant and |
property | leasehold | machinery |
£ | £ | £ |
COST OR VALUATION |
At 1 July 2017 |
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Additions |
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At 30 June 2018 |
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DEPRECIATION |
At 1 July 2017 |
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Charge for year |
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At 30 June 2018 |
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NET BOOK VALUE |
At 30 June 2018 |
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At 30 June 2017 |
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Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 July 2017 |
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Additions |
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At 30 June 2018 |
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DEPRECIATION |
At 1 July 2017 |
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Charge for year |
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At 30 June 2018 |
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NET BOOK VALUE |
At 30 June 2018 |
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At 30 June 2017 |
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Cost or valuation at 30 June 2018 is represented by: |
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Freehold | Long | Plant and |
property | leasehold | machinery |
£ | £ | £ |
Cost | 3,226,561 | 446,020 | 32,694 |
Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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7. | TANGIBLE FIXED ASSETS - continued |
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Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
Cost | 836,770 | 10,295 | 4,552,340 |
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If freehold land and buildings had not been revalued they would have been included at the following historical cost: |
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30.6.18 | 30.6.17 |
£ | £ |
Cost | 2,379,294 | 1,349,373 |
Aggregate depreciation | 772,869 | 703,524 |
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At the reporting date freehold land and buildings of £3,226,561 were valued by B. Hurley, a director of the company. |
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8. | FIXED ASSET INVESTMENTS |
Unlisted |
investments |
£ |
COST |
At 1 July 2017 |
and 30 June 2018 |
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NET BOOK VALUE |
At 30 June 2018 |
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At 30 June 2017 |
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The company's investments at the Balance Sheet date in the share capital of companies include the following: |
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Registered office: Wynchgate House, Woodlands Lane, Bradley Stoke, Bristol, BS32 4JT |
Nature of business:
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% |
Class of shares: | holding |
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|
30.6.18 | 30.6.17 |
£ | £ |
Aggregate capital and reserves |
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(Loss)/profit for the year | ( |
) |
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Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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9. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 July 2017 |
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Additions |
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At 30 June 2018 |
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NET BOOK VALUE |
At 30 June 2018 |
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At 30 June 2017 |
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At the reporting date investment property was valued by B. Hurley, a director of the company. |
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10. | DEBTORS |
30.6.18 | 30.6.17 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
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Deferred tax |
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VAT |
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Prepayments |
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Amounts falling due after more than one year: |
Amounts owed by group undertakings |
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Aggregate amounts |
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11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.6.18 | 30.6.17 |
£ | £ |
Bank loans and overdrafts (see note 13) |
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Trade creditors |
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Tax |
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Social security and other taxes |
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VAT | - | 98,274 |
Other creditors |
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Accrued expenses |
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Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
30.6.18 | 30.6.17 |
£ | £ |
Bank loans (see note 13) |
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Amounts owed to group undertakings |
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13. | LOANS |
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An analysis of the maturity of loans is given below: |
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30.6.18 | 30.6.17 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
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Amounts falling due between one and two years: |
Bank loans |
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Amounts falling due between two and five years: |
Bank loans |
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Amounts falling due in more than five years: |
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Repayable by instalments |
Bank loans | 2,266,080 | 3,709,482 |
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The bank loan is repayable on a quarterly basis and interest is charged at a rate of 5.1% (2017: 5.1%) |
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14. | SECURED DEBTS |
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The following secured debts are included within creditors: |
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30.6.18 | 30.6.17 |
£ | £ |
Bank loans |
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The loan is secured against the freehold of Clowance House Country Club. |
Clowance Holdings Limited (Registered number: SC132922) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 June 2018 |
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15. | CALLED UP SHARE CAPITAL |
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|
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.18 | 30.6.17 |
value: | £ | £ |
|
Ordinary A | £1 |
|
|
|
Ordinary B | £1 | 1,000,100 | 1,000,100 |
1,000,200 | 1,000,200 |
|
16. | RESERVES |
Retained | Revaluation |
earnings | reserve | Totals |
£ | £ | £ |
|
At 1 July 2017 |
|
|
1,453,077 |
Profit for the year |
|
|
Revaluation reserve transfer | 4,519 | (4,519 | ) | - |
At 30 June 2018 |
|
|
1,525,973 |
|
17. | ULTIMATE PARENT COMPANY |
|
Seasons Holidays Plc is regarded by the directors as being the company's ultimate parent company. |
|
18. | CONTINGENT LIABILITIES |
|
There is an unlimited cross guarantee between Clowance Holdings Ltd and Clowance Estate Management Company Ltd |
with Natwest Bank PLC. |
|
19. | RELATED PARTY DISCLOSURES |
|
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial |
Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly |
owned subsidiaries within the group. |
|
20. | ULTIMATE CONTROLLING PARTY |
|
The ultimate controlling party is
|