Novosail Limited. Report to Creditors Pursuant to Section 98 of the Insolvency Act a

Transcription

1 Report to Creditors Pursuant to Section 98 of the Insolvency Act a

2 Insolvency Act 1986 Appendix A Novosail Limited Estimated Statement Of Affairs as at 30 October 2013 Book Value Notes Estimated to Realise Assets specifically pledged Plant & Machinery 329, ,500 Fixtures and Fittings 4,102 1 Nil Computer Equipment 3,114 1 Nil Stock 2,046 1 Nil Less: Distraint 1-4,500 - Assets not specifically pledged Cash at Bank Book debts 13, Shares in Novosail Franchise Limited Nil Surplus available to preferential creditors 520 Preferential Creditors Employee Preferential Claims 5-4,878 Surplus as regards to preferential creditors - 4,358 Unsecured Creditors Trade Creditors 6 87,218 Novosail International PTE Ltd 7 1,507,466 Workman LLP - Landlord 8 28,736 Directors loan account 9 9,039 HM Revenue & Customs - PAYE 10 5,129 HM Revenue & Customs - VAT 10 1,005 Redundancy 11 3,401 Pay in Lieu of Notice 11 3,136 Arrears of Wages 11 36, ,681,612 1,685,970 Issued and called up capital 3-3 TOTAL SURPLUS/(DEFICIENCY) (1,685,973)

3 A Notes to the Statement of Affairs 1. A valuation of the Company s assets: Plant & Machinery, Fixtures and Fittings, Computer Equipment and Stock, was undertaken by Simon Woodhams of Asset Recovery & Insolvency Limited ( the Agents ) in accordance with the Royal Institution of Chartered Surveyors valuation procedures. The Company had a custom built large sail cleaner with no external value. The remaining assets have been estimated to have no realisable value as they are all old and used items. Several creditors have claimed walking possession on the assets in respect of unpaid invoices and this has been taken into account in the estimated to realise value. 2. The Company has cash at bank of The Company records show that there are book debts of 13, due to the Company. The majority of the book debts have an uncertain realisable value and are very old. Therefore, the book debts have been given an estimated to realise value of The Company owns all of the shares in the dormant connected company Novosail Franchise Limited. It is not expected that there will be any realisations in this respect. 5. Employees preferential claims for arrears of wages and holiday pay have been calculated at 4,878 based on the information provided in the Company records. 6. Creditors claims have been taken from the Company records. No steps have been taken to agree these claims at this time. 7. The amount owed to Novosail International PTE Ltd has been taken from the Company s records. 8. The amount owed to Workman LLP, the landlord, has been taken from the Company s records. 9. The Company s accounts for the year ended 31 December 2011 show a directors loan due from the Company of 9,039 to Mr Anderton. The directors have advised that there has not been any movement on this amount since the date of the accounts. 10. The amount due to HMRC in respect of PAYE and VAT has been taken from the Company s records. 11. Employees unsecured claims for arrears of wages, pay in lieu of notice and redundancy have been calculated from information provided from the Company s records.

4 Peter Hall Limited Novosail Limited B - Company Creditors Appendix B Key Name Address CA00 A&A Business Supplies Limited Unit 21, City Industrial Park, Southampton, Hampshire, SO15 1HA CA01 Alex Reid Credit Control, PO Box 216, Prescot, L34 1WB CA02 Altus Edwin Hill Stanley House, London Road, Hampshire, RG2 9GA 6, CA04 Jason Anderton (Director's Loan) 9, CC00 Crucial PC Limited 8 Park View, Hedge End, Southampton, Hampshire, SO30 4EP 9 CC01 The Camping and Caravanning Club Greenfields House, Westwood Way, Coventry, CV4 8JH CC02 Chemische Fabrik Kreussler & Co GmbH Rheingaustrasse 87-93, Wiesbaden, Germany, , CD00 Adrian Deith 38 Theberton Road, Ipswich, IP3 9NP 1,86 CE00 Exilco Limited Units 203/4 Foley Industrial Estate, Kidderminster, Worc, DY11 7DH 1, CE01 Employee Redundancy Claims 3, CE02 Employee Pay in Lieu of Notice Claims 3, CE03 Employee Arrears of Wages 36, CF00 Fork Lightning 135A Ringwood Road, Southampton, Hampshire SO40 8DX CH00 H M Revenue & Customs Corporation Tax Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne, NE98 1ZZ CH01 H M Revenue & Customs - PAYE Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne, NE98 1ZZ 5, CH02 H M Revenue & Customs - VAT National Insolvency Unit, Debt Management & Banking, 3rd Floor NW, Liverpool, L74 4AA 1, CH03 Haymarket Publishing 174 Hammersmith Road, London, W6 7JP CH04 HSBC Merchant Services PO Box 449, Salford, M5 4WQ 1, CI00 Indespension Limited Paragon Business Park, Horwich, Bolton, BL6 6HG CI01 Induspec Limited Peggles 34, Long Pastures, Glemsford, Suffolk, CO10 7SS CJ00 Jumag Dampferzeuger GmbH Badener Strabe 8, Hirschberg, Germany, CJ01 Jeckells of Wroxham Ltd Station Road, Wroxham, Norfolk, NR12 8UT 1, CK00 Krowmark Limited 4 Durban Park, Bognor Regis, West Sussex, PO22 9RJ CL00 Graham Latham Limited Hedge House, Hangersley Hill, Ringwood, BH24 3JW 1, CL01 Lambert Brothers Haulage Ltd Woodside Avenue, Eastleigh, Hampshire, S050 4ZR 2, CM00 Minster Fuels Gundrymor Trading Estate, West Moors, Dorset, BH21 6QW CN00 Next Communications and Security Limited 449 Millbrook Road, Southampton, SO15 0HX Signature Page 1 of 2 IPS SQL Ver October :11

5 Peter Hall Limited Novosail Limited B - Company Creditors Key Name Address CN01 Novosail International PTE. Ltd 70A Club Street, Outram, Singapore, Singapore 1,507, CP00 Pressing Needs 9 Stubbington Green, Town Centre, Fareham, PO14 2JG 6 CP01 PMS Accounting Services 4 Kingsgates Mead, Winchester, Hampshire, SO23 9BW 1,57 CS00 SIS Chemicals Limited 22 Whitefield Road, New Milton, BH25 6DF CS01 Southern Electric Inveralmond House, 200 Dunkeld Road, Perth, PH1 3AQ 14, CS02 Southampton City Council Local Taxation Services, Civic Centre, Southampton, SO14 7LY 32, CS03 Southern Water Southern House, Yeoman Road, Worthing, West Sussex, BN13 3NX CS04 Sage UK Limited North Park Avenue, Newcastle Upon Tyne, Tyne And Wear, NE13 9AA CS05 Southcoast Packaging Limited 238 Winchester Rd, Southampton, SO16 6TL CS06 Screwfix Direct Ltd Trade House, Mead Avenue, Houndstone Business Park, Yeovil, Somerset, BA22 8RT CS07 Swiftpage Sage Connected Services, 383 Inverness Parkway, Suite 340, Englewood, CO CT00 TNT Express PO Box 186, Bury, BL0 9GR 1, CT01 Trio Pair Unit 5, Baileygate Industrial Estate, South Baileygate, Pontefract, West Yorkshire, WF8 2LN CU00 Under Cover 9 Vincent Grove, Southampton, SO15 5HW 6, CU01 UK MAIL LIMITED EXPRESS HOUSE, 464 BERKSHIRE AVENUE, SLOUGH, BERKSHIRE, SL1 4PL 5, CU02 Ullman Sails Limited 23a 10 Bell Close, Plymouth, Devon, PL7 4FD CV00 Veolia Kingswood House, Cannock, Staffordshire, WS11 8JP CV01 Vodafone Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN CW00 Warrens Cleaning Services Old Saltings, Eling, Southampton, Hampshire, SO40 9HF 1, CW01 Workman LLP Rivergate House, Bristol, BS1 6AL 28, CW02 WASH AND WATERPROOF LIMITED HEDGE HOUSE, HANGERSLEY HILL, RINGWOOD, HAMPSHIRE, ENGLAND, BH24 3JW CW03 Wylye Valley Equine 5 Church Acre, Codford, Warminster, Wiltshire, BA12 0JQ EA00 Mr Jason Anderton EB00 Ms Janine Bevan 51 Entries Totalling 1,681, Signature Page 2 of 2 IPS SQL Ver October :11

6 Peter Hall Limited Novosail Limited C - Shareholders Appendix C Key Name Address Pref Ord Other Total HB00 Janine Bevan HN00 Novosail International Pte. Limited 70A Club Street, Outram, Singapore, Singapore HS00 Paula Slowen Entries Totalling 3 Signature Page 1 of 1 IPS SQL Ver October :46

7 D - Statutory Information Company Number Date of Incorporation 21 December 2007 Nature of Business Sail and textiles cleaning and finishing. Issued Share Capital Directors Registered Office 3 Ordinary Shares Mr Jason Anderton Hedge House Hangersley Hill Ringwood Hampshire BH24 3JW Trading Address Unit 12 Helical Trade Center Third Avenue Southampton SO15 0AD Accountants Graham Latham Limited Hedge House Hangersley Hill Ringwood Hampshire BH24 3JW Bankers HSBC PO Box 449 Salford M5 4WQ 122a

8 D Statutory Information (Cont d) Prior Professional Relationships Neither Peter Hall or any members of his staff have had any prior material relationship with the Company or its directors within the past 3 years, or are aware of any conflict of interest that would impair his objectivity as Liquidator of the Company. Board Meeting A meeting of the board of directors was held on 8 October It was resolved that it had been proved to the satisfaction of the meeting that the Company was insolvent and that steps should be taken to place the Company into Creditors Voluntary Liquidation. Notices The directors decided to take steps to place the Company into Creditors Voluntary Liquidation on 8 October 2013 and notices to members and creditors were issued on 11 October Meeting of Members A meeting of the Company s shareholders was held at 11.00am on Wednesday, 30 October 2013 and a special resolution was passed to place the Company into Creditors Voluntary Liquidation and an ordinary resolution to appoint Peter Hall of Peter Hall Limited, 2 Venture Road, Science Park, Chilworth, Southampton, SO16 7NP as Liquidator. Professional Fees It has been agreed by the directors that fees for assisting in the preparation of the statement of affairs and assisting with placing the Company into liquidation will be 3,000 plus expenses and VAT in accordance with Peter Hall s letter of engagement dated 7 October 2013 and the meeting of the board of directors held on 8 October This sum is to be met by the realisations in the liquidation. Related Party Transactions The total amount due to Novosail International PTE Ltd ( Novosail International ) was 1,507,466 in 2011 (2010: 1,387,610) comprising of loans from Novosail International. There were no agreed repayment terms but at least 15 months notice was required for repayment. Interest had been waived by Novosail International with effect from 1 July Until that date, interest was payable at 6% per annum. The Company records show a director s loan account of 9, due to Mr Anderton. 122a

9 ( the Company ) E Company History The Company was incorporated in December 2007 as a sails cleaning and finishing service. I, Jason Anderton, was appointed as managing director of the Company on the 13 March 2009 by Novosail International PTE Ltd ( Novosail International ), the overseas investor and shareholder in the Company. When I came to the Company I quickly realised that the business and its business plan was flawed as it was solely focused on the marine industry. The Company was and has always been supported by Novosail International, with a view that once the business was profitable the concept would be franchised and sold around the world. The Company has made losses of 435,211 in the year ended 31 December From my appointment in March 2009 I, through diversification and relocation, have consistently reduced reliance on Novosail International and we find ourselves coming out of a terrible economic climate very close to breakeven point in the UK. By the year ended 31 December 2011 the Company s losses had been greatly reduced from the losses made in 2008, with the Company making losses of 169,080. Unfortunately Novosail International is no longer willing to guarantee and or underwrite the Company. This has reduced the Company s trading terms and given the Company a zero cash flow term, we hold no bank overdraft facility The Company is unable to carry on trading as it is unable to bridge the time from processing items to payment of service; in some cases this has been more than a six month funding gap. The sectors we are involved in are seasonal and weather dependant i.e. marine, festival, marquee, and caravan. This has meant a fantastic amount of work in the winter period (Oct / March) but that invoices are only paid and goods collected four months after service. I have asked for an overdraft facility for the Company but the bank wish a personally guarantee from myself for this, which I am not prepared to do as I was not a shareholder of the Company. The Company had continued to trade as it had been promised an injection of funds from Novosail International, but unfortunately the funds never materialised. The Company faced many difficulties in the most recent period. The Company s assets have been seized in a walking possession agreement, at least 19 County Court Judgements have been received, Southern Electric disconnected the electricity supply at the beginning of October, and there are considerable arrears of rent making it impossible to trade. Without the support of Novosail International or the bank, I decided that there was no other option than to seek the advice of a professional insolvency practitioner and to take any necessary steps in order to put the Company into voluntary liquidation. Jason Anderton Director

10 F - Estimated Deficiency Account For the period from 1 January 2012 to 30 October 2013 Profit and Loss Account Balance at 31 December 2011 (1,112,316) Amounts written off for the purposes of the statement Plant & Machinery 324,912 Fixtures & Fittings 4,102 Computer Equipment 3,114 Stock 2,046 Book Debts 13,359 Shares in Novosail Franchise Limited 100 (347,633) (1,459,949) Extraordinary Items Redundancy 3,401 Pay in Lieu of Notice 962 (4,363) (1,464,312) ESTIMATED TRADING PROFIT/( LOSS) FOR THE PERIOD (221,661) DEFICIENCY PER STATEMENT OF AFFAIRS (1,685,973) 127a

11 G - Extracts from Unaudited Accounts for the period ended 31 December 2011 Period Ended 31 Dec Dec Dec 2009 Income & Expenditure Turnover 166, , ,316 Directors Remuneration 48,833 52,167 47,063 Taxation Nil Nil Nil Retained Profit (Loss) (169,080) (186,652) (321,374) Dividends Nil Nil Nil Profit (Loss) to reserves (169,080) (186,652) (321,374) Profit (Loss) b/f (943,236) (756,584) (435,210) Profit (Loss) c/f (1,112,316) (943,236) (756,584) Balance Sheet Fixed Assets 343, , ,991 Current Assets 96, , , , , ,481 Current Liabilities 43,962 85,844 49,271 Long Term Liabilities 1,507,466 1,387,610 1,212,494 1,551,428 1,473,454 1,261,765 Net Assets (1,112,316) (943,236) (756,584) 126a