The Spine Clinic 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 The Spine Clinic Limited Estimated Statement Of Affairs as at 10 October 2012 Assets not specifically pledged Book Value Notes Estimated to Realise Goodwill 550,000 1 Unknown Fixtures, Fittings & Equipment 11, Motor Vehicles 4, ,800 Cash at Bank 27, ,656 Book Debts (Held by Chris Dare) 22, ,000 Book Debts 14, ,820 Surplus available to preferential creditors 63,526 Preferential Creditors Employees Preferential Claims Surplus as regards to preferential creditors 63,149 Unsecured Creditors Trade Creditors HM Revenue & Customs - Corporation Tax 9 102,000 HM Revenue & Customs - PAYE/NIC The Estate of Nick Boeree (Directors Loans) ,229 Redundancy 12 15,441 Pay in Lieu of Notice 12 8, ,942 Estimated deficiency as regards non-preferential creditors - 276,793 Issued and called up capital Ordinary Shareholders TOTAL SURPLUS/(DEFICIENCY) - 276,893 Page 1 of 2

3 A Notes to the Statement of Affairs 1. The Company s draft accounts for the year ended 31 March 2012 value the goodwill at 550,000. The estimated to realise value of the goodwill is unknown at this time. 2. A valuation of the Company s assets was carried out by Simon Woodhams of Asset Recovery & Insolvency Limited ( the Agents ) in accordance with the Royal Institution of Chartered Surveyors valuation procedures. The Company s Fixtures, Fittings and Equipment were valued on a forced sale basis at The Company owns a Smart Car which was valued by the Agents at 1,800 on a forced sale basis. 4. Cash at bank relates to the sum of held in the client account of Peter Hall and 3, held in the Company s bank account with Santander. The remaining 23,000 relates to monies held in Nicholas Boeree estate on trust for the Company. 5. Certain invoices to Bupa and Axa from the Company have been paid directly to Mr Chris Dare. We are advised by Mr Dare that the monies received are approximately 22,000. It is expected that those book debts will be realised in full. 6. The remaining book debts total 14,777. A 20% provision for bad and doubtful debts has been made against this figure in the estimated statement of affairs. 7. Employees preferential claims in respect of holiday pay have been calculated at 377 based on the information provided in the Company records. 8. Creditors claims have been taken from the Company s records. No steps have been taken to agree these claims at this time. 9. The amounts due to HM Revenue & Customs ( HMRC ) in respect of Corporation Tax relates to the return due to be submitted to HMRC in March The sum of 627 is outstanding to HMRC in respect of the payroll for September The Company s records show that the sum of 213,229 is outstanding to the Estate of Mr Nick Boeree in respect of Director s loans due from the Company to Mr Boeree. 12. Employees unsecured claims in respect of pay in lieu of notice and redundancy have been calculated from information provided from the Company s records. Page 2 of 2

4 Peter Hall The Spine Clinic Limited B - Company Creditors Key Name Address CB01 British Telecom Insolvency Unit, Alexander Bain House, 15 York Street, Glasgow, G2 8LA CB02 The Estate of Nicholas Boeree 213, CC00 Coles Miller Solicitors LLP 44/46 Parkstone Road, Poole, Dorset, BH15 2PG CC01 Cardsave Group Ltd Cancellations Department, Parkway Offices, Acorn Business Park, Moss Road, Grimsby, North East Lincs, DN32 0LW CD00 D.G.L. Information Technologies (UK) Ltd 42 Ball Moor, Buckingham Industrial Park, Buckingham, Bucks, MK18 1RQ CD01 Mr Chris Dare c/o The Nuffield Hospital Hampshire, Winchester Road, Chandlers Ford, Eastleigh, Hampshire, SO53 2DW CE00 Employees Redundancy Claims 15, CE01 Employee Pay in Lieu of Notice Claims 8, CG00 General Medical Council Regent's Place, 350 Euston Road, London, NW1 3JN CH00 H M Revenue & Customs Corporation Tax Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne, NE98 1ZZ 102,00 CH01 HM Revenue & Customs - PAYE/NIC Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne, NE98 1ZZ CM00 Medical Protection Society 33 Cavendish Square, London, W1G 0PS CN00 The Nuffield Hospital Hampshire FAO Finance Manager, Winchester Road, Chandlers Ford, Eastleigh, Hampshire, SO53 2DW CS00 Streamline Merchant Services Gateshead Card Centre, Victory House, Fifth Avenue, Gateshead, NE11 0EL CV00 Vodafone Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN CW00 Warrens Office Limited Moorside Point, Moorside Road, Winnall, Winchester, Hampshire, SO23 7RX 16 Entries Totalling 339, Signature Page 1 of 1 IPS SQL Ver October :50

5 Peter Hall The Spine Clinic Limited C - Shareholders Key Name Address Pref Ord Other Total HB01 Mrs Alison Boeree Nuffield Health Wessex Hospital, Winchester Road, Chandler's Ford, Eastleigh, Entries Totalling 100 Signature Page 1 of 1 IPS SQL Ver October :02

6 D - Statutory Information Company Number Date of Incorporation 12 February 2010 Nature of Business Issued Share Capital Director Registered Office Trading Address Accountants Bankers Spine Surgery 100 ordinary 1 shares Mrs Alison Boeree (Shareholder) The Spine Clinic Limited Badger House Salisbury Road Blandford Forum DT11 7QD The Nuffield Hospital Hampshire Winchester Road Chandler s Ford Eastleigh Hampshire SO53 2DW Sandisons Limited Badger House Salisbury Road Blandford Forum DT11 7QD Santander 1 & 2, The Mall Winchester Road Chandler s Ford SO53 2QD Page 1 of 2

7 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 17 September It was resolved that it had been proved to the satisfaction of the meeting that the Company was insolvent and that a meeting of members should be convened to place the Company into Creditors Voluntary Liquidation. Notices The director decided to take steps to place the Company into Creditors Voluntary Liquidation on 17 September 2012 and notices to members and creditors were issued on 19 September Meeting of Member A meeting of the Company s shareholders was held at 11:00am on Wednesday, 10 October 2012 and a special resolution was passed to place the Company into Creditors Voluntary Liquidation and an ordinary resolution to appoint Peter Hall of 2 Venture Road, Science Park, Chilworth, Southampton, SO16 7NP as Liquidator. Professional fees It has been agreed by the director that fees for assisting in the preparation of the statement of affairs and assisting with placing the Company into liquidation will be 7,000 plus expenses and VAT in accordance with Peter Hall s letter of engagement dated 17 September 2012 and the meeting of the board of directors held on 10 October This sum has been paid by the Company. Related party transactions The sum of 329,306 was repaid to Mr Boeree during the year ended 31 March 2012 in respect of his directors loans. Page 2 of 2

8 E - Company History The Spine Clinic Limited ( the Company ) was incorporated on 12 th February 2010 for the purpose of acquiring the personal private practice of Mr Nicholas Boeree, a spinal surgeon based at the Wessex Nuffield Hospital, Chandlers Ford, Hampshire. The Company had two directors Mr Nicholas Boeree and Mrs Alison Boeree. Mr Boeree was the registered legal owner of 80% of the shares and Mrs Boeree the registered legal owner of 20% of the shares. The work of the business involved the care and management of patients with a range of spinal conditions on a private basis. This included consultations, surgery and follow up care. Patients were either referred by their respective General Practitioners or through a self-referral system made available via the Spine Clinic website. The majority of patients originated in the UK although over the two years since the incorporation of the Spine Clinic an increasing number of patients were traveling predominantly from the US for treatment. The UK based patients were either self-funding or their care was funded either in full or in part by a number of medical insurance companies. The US patients were self-funding. The business employed two members of staff in addition to the directors, a full time personal assistant to Mr Boeree and a part time secretary. The business also utilised the services of two anaesthetists. All work took place at the Wessex Nuffield Hospital using theatre and ward staff and other ancillary staff such as physiotherapists who were all employed directly by the hospital. Mr Boeree had a keen desire to see the business expand in particular recognised the potential for growth of the overseas market. He had built up a significant reputation in the US for his skill as a surgeon and his ability to treat his patients with the dignity and respect that some Americans felt was lacking under their health care system. To this end and also with his retirement in mind some years hence, Mr Boeree discussed the possibility of inviting another surgeon, Mr Christopher Dare, to buy shares in the business which would increase in amount over time and as Mr Dare s financial situation allowed. Meetings were held with accountants and a lawyer specialising in this area the outcome being that there appeared to be an intention on both sides to proceed. On 21 st March 2012 Mr Boeree was killed in a motor bike accident. Mr Dare stepped in to manage those patients that were scheduled for consultations and surgery. It was thought that the tentative agreement that Mr Dare would eventually purchase of the business would be met but it became clear at a very early stage that this may no longer part of his plan. He dispensed with the services of Mr Boeree s anaesthetists and alerted the PA and secretary that their employment would not continue permanently under him. He also made it clear that he was aware that he would inevitably inherit Mr Boeree s private patient list at no cost to himself. The basis on which Mr Dare continued with the Spine Clinic was never formally discussed, nor was any method or timescale for remuneration to him for the work that was carried out arranged. He did receive payment directly from some insurance companies which to date comes to approximately 22,000 and a single payment was also made to him by the business of 30,000. After 22 nd March 2012 all employees continued to be employed by the Company, their duties continuing as normal but played an active part in promoting Mr Dare as Mr Boeree s successor to both patients and GPs.

9 Mr Dare met with the business accountants (James Broom at Sandisons in Blandford) in June with full access to the accounts and as a result concluded finally that he would not be interested in purchasing the business but he would wish to acquire the Spine Clinic brand and website. Efforts to advertise for a spine surgeon to take over the business in the event that Mr Dare declined to do so proved fruitless and in the absence of a surgeon the company was not in a position to continue. Mr Dare gave instructions on 12 August 2012 to the staff As of Monday all further invoicing for work undertaken by me, will be to my own company Simply Spines Ltd.. Subsequently, after carefully considering the options it was decided that the Company had no choice but to go into liquidation. The staff then finalised the invoicing and ensured the safe keeping of patient records and were served notices of redundancy on 30 th September The director sought advice from Peter Hall of 2 Venture Road, Science Park, Chilworth, Southampton, SO16 7NP a licensed insolvency practitioner, on 17 th September 2012, with a view to placing the Company into liquidation. Alison Boeree Director

10 F - Estimated Deficiency Account For the period from 1 April 2012 to 10 October 2012 Profit and Loss Account Balance at 1 April ,360 Uncertain Realisations Goodwill (550,000) Amounts written off for the purposes of the statement Fixtures, Fittings and Equipment Motor Vehicles Book Debts 10,840 2,419 2,957 (16,216) (218,856) Extraordinary Items Redundancy Pay in Lieu of Notice 15,441 8,121 (23,562) (242,418) ESTIMATED TRADING LOSS FOR THE PERIOD (34,475) DEFICIENCY PER STATEMENT OF AFFAIRS (276,893) 127a

11 G Extracts from Accounts for the period ended 31 March 2012 Period Ended 31 March March 2011 (Draft Accounts) Profit & Loss Turnover 579, ,351 Directors salaries 11,400 11,400 Taxation 105,844 90,527 Retained Profit (Loss) 278, ,480 Dividends Nil (173,250) Profit (Loss) to reserves 278,130 69,230 Profit (Loss) b/f 69,230 Nil Profit (Loss) c/f 347,360 69,230 Balance Sheet Fixed Assets 565, ,273 Current Assets 106,319 73, , ,480 Current Liabilities 324, ,150 Long Term Liabilities Nil Nil (324,168) (641,150) Net Assets 347,460 69,330