Last checked at 28 Jun 2011 16:45
HIGHWAY CAPITAL PLC
AUDITED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2011
Chairman's statement
Results for 12 months ended 28 February 2011 show a loss before tax of £92,933 (2010: £84,925 loss).
The company had cash in the bank and in hand of £228,847 at the balance sheet date. The board does not consider it appropriate to declare a dividend.
Your board has continued to seek opportunities to increase shareholders' value, unfortunately, none has proved suitable. We are at present in discussion with a possible target and we will keep you informed of any progress. Until a transaction is completed we will continue to identify opportunities.
On 27 May 2011 the company announced a new major shareholder, Mr Ronald Bruce Rowan. The board believes that Mr Rowan's experience and track record will be of considerable benefit to the company.
A. H. Drummon
Chairman
Directors' responsibility statement
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- follow applicable accounting standards, subject to any material departures disclosed and explained in the accounts; and
- prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 2006. They are responsible for the system of internal control, and for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. The directors are also responsible for ensuring that all information relevant to the audit has been made available to the auditors.
Under applicable law and regulations, the directors are also responsible for preparing a directors' report, directors' remuneration report and corporate governance statement that comply with that law and those regulations.
The directors confirm that, to the best of their knowledge and belief:
- the accounts in this document, prepared in accordance with applicable UK law and accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the company; and
- the business review and management report in the directors' 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.
Profit and loss account
Year ended 28 February 2011
Notes 2011 2010
Management fees - -
Other income - 75
Administrative expenses (93,371 ) (85,838 )
Operating loss 2 (93,371 ) (85,763 )
Interest receivable 438 838
Loss on ordinary activities
before taxation (92,933 ) (84,925 )
Tax credit on loss on ordinary activities 5 - -
Loss for the financial year (92,933 ) (84,925 )
Basic and diluted loss per share 7 (1.17 )p (1.07 )p
Basic and diluted loss per share
from continuing operations 7 (1.17 )p (1.07 )p
Continuing operations
There are no acquired or discontinued operations in the above two financial periods.
Total recognised gains and losses
The company has no recognised gains or losses other than the profit or loss for the above two financial periods.
Reconciliation of equity shareholders' funds
2011 2010
Loss attributable to ordinary shareholders (92,933 ) (84,925 )
Dividends - -
Net decrease in shareholders' funds (92,933 ) (84,925 )
Shareholders' funds at 1 March 2010 303,556 388,481
Shareholder's funds at 28 February 2011 £210,623 £303,556
Balance sheet
at 28 February 2011
Notes 2011 2010
Fixed assets
Investments 8 - -
- -
Current assets
Debtors 10 3,631 2,935
Cash at bank and in hand 228,847 322,072
232,478 325,007
Creditors: amounts falling due
within one year 11 (21,855 ) (21,451 )
Net current assets 210,623 303,556
Net assets £210,623 £303,556
Capital and reserves
Share capital 14 158,913 158,913
Share premium 16 295,437 295,437
Profit and loss account 16 (243,727 ) (150,794 )
Total equity shareholders' funds £210,623 £303,556
Cash flow statement
Year ended 28 February 2011
Notes 2011 2010
Net cash outflow from
operating activities 20(a) (93,663 ) (86,190 )
Returns on investments and
servicing of finance
Interest received 438 838
_______ _______
Net cash inflow from returns on
investments and servicing of finance 438 838
Taxation
Corporation tax - -
Equity dividends paid - -
_______ _______
Decrease in cash 20(b) £(93,225 ) £(85,352 )
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Notes to the accounts
Year ended 28 February 2011
1. Accounting policies
Basis of accounting
The accounts have been prepared under the historical cost convention and in accordance with applicable accounting standards.
Highway Capital plc does not prepare consolidated accounts and the directors have therefore continued to prepare its accounts in accordance with UK rather than international accounting standards, as permitted under EC Regulation 1606/2002.
Consolidation
At 28 February 2011, Highway Capital plc was a stand-alone company and is therefore not required to prepare consolidated accounts.
Depreciation
Depreciation is provided on all fixed assets at rates calculated to write off the cost of each asset on a straight line basis over its expected useful life.
Stocks and work-in-progress
Stocks and work-in-progress are stated at the lower of cost and net realisable value.
Deferred taxation
Deferred tax is provided in full at appropriate rates in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes, if those timing differences are not permanent and have originated but not reversed by the balance sheet date. The deferred tax balance has not been discounted.
Finance leases and hire purchase commitments
Assets obtained under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their useful economic lives.
The interest element is charged to profit and loss account on a straight line basis over the period of the finance leases or hire purchase contracts.
Rentals paid under operating leases are charged to income on a straight line basis over the lease period.
Foreign currencies
Profit and loss account transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.
All differences are taken to the profit and loss account.
Turnover
Turnover represents management fees receivable.
2. Operating loss
This is stated after charging:-
2011 2010
£ £
Directors' remuneration - Salaries and fees 33,000 28,000
Auditors' remuneration - Audit services 8,700 8,500
- Other services 14,350 13,895
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3. Employees
The average number of employees during the year was made up as follows:-
2011 2010
Directors 3 3
Other - -
__________ _________
3 3
======= =======
Employee costs including directors during the year amounted to:-
Salaries and fees 33,000 28,000
__________ _________
£33,000 £28,000
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4. Directors' remuneration
Information relating to directors' emoluments is included in the directors' remuneration report on pages 6 and 7.
2011 2010
5. Taxation
Based on the loss for the year:-
U.K. corporation tax at 21% (2010: 21%) - -
Under/(over) provision in previous years - -
________ ________
£- £-
====== ======
Factors affecting the tax charge/(credit) for the year
Loss on ordinary activities before taxation £(92,933 ) £(84,925 )
====== ======
Loss on ordinary activities before taxation m ultiplied by the small
company rate of UK corporation tax of 21% (2010: 21%) £(19,516 ) £(17,834 )
_________ __________
Effects of:
Current period tax losses not utilised 19,516 17,810
Disallowed expenditure/(income) - 24
Adjustments to tax charge in respect of previous periods - -
__________ __________
£19,516 £17,834
__________ __________
Current tax charge/(credit) £- £-
====== ======
The company has estimated losses of £803,000 (2010: £710,000) that may be available for carry forward against future profits, and estimated capital losses of £1,460,000 (2010: £1,460,000) that may be available for carry forward against future chargeable gains. No deferred tax asset has been recognised in the accounts in respect of these unrelieved losses.
2011 2010
6. Dividends
Interim paid nil per share (2010: nil) - -
______ _______
£ - £ -
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7. Loss per share
The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of £92,933 (2010: loss £84,925), divided by 7,945,638 (2010: 7,945,638), being the weighted average number of ordinary shares in issue during the year. The basic and the diluted loss per ordinary share are the same.
There are no discontinued operations in either period and, therefore, the basic and the diluted loss per ordinary share from continuing operations are the same as the basic and the diluted loss per ordinary share.
8. Investments
The company currently has no investments.
9. Capital commitments
At 28 February 2011 the company had no capital commitments.
2011 2010
10. Debtors
Other debtors 1,085 767
Prepayments 2,546 2,168
________ ________
£3,631 £2,935
====== ======
2011 2010
11. Creditors: amounts falling due within one year
Trade creditors 1,480 1,900
Accruals 20,375 19,551
________ ________
£21,855 £21,451
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12. Borrowings
The company had no bank loans or overdrafts existing at the beginning or end of the year.
13. Deferred taxation
The estimated deferred tax asset not recognised in the accounts, based on a 26% rate of tax, amounts to £588,000 (2010: based on a 28% rate of tax £608,000). Of this amount, £379,000 may be recoverable by the company against future chargeable gains, and £209,000 may be recoverable against future profits.
14. Share capital
Number Nominal Number Nominal
of Shares Value of Shares Value
2011 2011 2010 2010
Authorised -
Ordinary shares of 2p each 50,000,000 £1,000,000 50,000,000 £1,000,000
======== ======= ======== =======
Allotted, called-up and fully paid -
Ordinary Shares of 2p each 7,945,638 £158,913 7,945,638 £158,913
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15. Related party transactions
Howard Drummon, non-executive Chairman, is a consultant to, and until 11 June 2008 was a director of, Keith, Bayley, Rogers & Co Limited, the financial adviser and stockbroker to the company. In the year ended 28 February 2011, Keith, Bayley, Rogers & Co Limited received retainer fees of £10,000 (2010: £10,000) and website set up and maintenance fees of £1,667 (2010: £nil).
16. Reconciliation of movements on reserves
Share Profit
Premium and Loss
Account Account
At 1 March 2010 295,437 (150,794 )
Retained loss for the year - (92,933 )
__________ ___________
At 28 February 2011 £295,437 £(243,727 )
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17. Other financial commitments
At 28 February 2011 the company had no commitments for the year ending 28 February 2012 under non-cancellable operating leases.
18. Financial instruments
The Company's financial instruments comprise cash, trade debtors and trade creditors that arise directly from its operations. The Company's policy has been, and continues to be, that no speculative trading in financial derivatives shall be undertaken.
19. Financial assets
The cash is held in bank current and premium accounts and on treasury deposit, which receive varying rates of interest that is recognised on a receivable basis. All financial assets and liabilities are denominated in Sterling.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities, calculated by discounting expected future cash flows at prevailing interest rates, is not materially different from their book value, and is as follows:
2011 2010
Financial assets
Receivables 3,631 2,935
Cash at bank 228,847 322,072
__________ __________
£232,478 £325,007
======= =======
Financial liabilities
Payables: current liabilities £21,855 £21,451
======= =======
Hedging
The Company makes no use of forward currency contracts, other financial derivatives or hedging.
Interest rate risk
The Company does not have an interest rate policy in isolation but regularly reviews the interest rates being received on deposits.
Liquidity risk
The principal policy of the Company in managing liquidity risk is to align the anticipated timing of expenditure with the availability of its cash balances.
20. Group cash flow statement
2011 2010
(a) Net cash outflow from operating activities
Operating loss (93,371 ) (85,763 )
(Increase)/decrease in debtors (696 ) 161
Increase/(decrease) in creditors 404 (588 )
_________ __________
Net cash outflow from operating activities £(93,663 ) £(86,190 )
====== ======
1 March 28 February
(b) Analysis of net funds/(debt) 2010 Cash flow 2011
Net cash: cash at bank and in hand 322,072 (93,225 ) 228,847
________ ___________ __________
Net funds/(debt) £322,072 £(93,225 ) £228,847
====== ======= =======
2011 2010
(c) Reconciliation of net cash flow to movement
in net funds/(debt)
Decrease in cash in the year (93,225 ) (85,352 )
____________ _________
Movement in net funds/(debt) in the year (93,225 ) (85,352 )
Opening net funds/(debt) 322,072 407,424
____________ __________
Closing net funds/(debt) £228,847 £322,072
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28 June 2011