Agriculture Limited ANNUAL REPORT & FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE
Agriculture Limited ANNUAL REPORT & FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE Index Page Directors and advisers for the year ended 30 June 4 Notice of Annual General Meeting 5 Directors report for the year ended 30 June 6 Independent auditors report to the members of Tynegrain Agriculture Ltd 8 Profit and loss account for the year ended 30 June 10 Balance sheet at 30 June 11 Statement of accounting policies 12 Notes to the financial statements for the year ended 30 June 13
Tynegrain Agriculture Limited Directors and advisers for the year ended 30 June Directors I M Cheesbrough P A Jackson R J Davison Dr W Taylor G J Bright M Walby C J Stephenson G O Alderslade A R Graham R H Munro (resigned 3 December ) R Allinson D W Hall D J Gibson Company secretary W M Wood Registered office Blagdon Estate Office Seaton Burn Newcastle upon Tyne NE13 6DE Independent auditors PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 89 Sandyford Road Newcastle upon Tyne NE1 8HW
Notice of Annual General Meeting Notice is hereby given that the eighteenth Annual General Meeting of Tynegrain Agriculture Limited will be held at 4.30pm on 2 December at The Falcons, Kingston Park, Newcastle for the following purposes: 1. To receive and consider the directors report and financial statements for the year ended 30 June together with the report of the independent auditors. 2. To confirm the directors elected to the Board. 3. To appoint the independent auditors and authorise the directors to fix their remuneration. 4. To transact any other ordinary business of the company which may be lawfully transacted at the Annual General Meeting. A member of the company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not also be a member. A form of proxy is enclosed. By order of the Board W M Wood Company secretary 29 September
Tynegrain Agriculture Limited Directors report for the year ended 30 June The directors present their report and the audited financial statements of the company for the year ended 30 June. Principal activities The company s principal activity is the provision of crop advice and group buying of goods for its members. Results The profit for the financial year amounted to 58,426 (: 16,002). Directors The directors who served throughout the financial year and up to the date of signing the financial statements were: C R Beaumont (resigned 13 January ) I M Cheesbrough P A Jackson R J Davison Dr W Taylor G J Bright M Walby C J Stephenson G O Alderslade A R Graham R H Munro (resigned 3 December ) R Allinson D W Hall D J Gibson (appointed 13 January ) Statement of directors responsibilities 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 prepared 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: select suitable accounting policies 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 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. Disclosure of information to auditors Each director, as at the date of this report, has confirmed that insofar as they are aware there is no relevant audit information (that is, information needed by the company s auditors in connection with preparing their report) of which the company s auditors are unaware, and they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company s auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006. By order of the board W M Wood P A Jackson Company secretary Director 29 September
Tynegrain Agriculture Limited Independent auditors report to the members of Tynegrain Agriculture Limited We have audited the financial statements of Tynegrain Agriculture Limited for the year ended 30 June which comprise the profit and loss account, the balance sheet, the statement of accounting policies and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) as applicable to financial statements prepared in accordance with the small companies regime of the Companies Act 2006. Respective responsibilities of directors and auditors As explained more fully in the statement of directors responsibilities set out on pages 3 and 4 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the directors report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the company s affairs as at 30 June 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. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the directors report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception 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: 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; or the directors were not entitled to prepare financial statements in accordance with the small company regime and take advantage of the small companies exemption in preparing the directors report. Bill MacLeod (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Newcastle upon Tyne 29 September
Tynegrain Agriculture Limited Profit and loss account for the year ended 30 June Note Turnover 1 5,377,884 3,133,593 Cost of sales (5,183,331) (2,973,405) Gross profit 194,553 160,188 Administrative expenses (120,766) (181,776) Other operating income - 41,841 Operating profit 2 73,787 20,253 Interest receivable and similar income 3-6 Interest payable and similar charges 4 - (3) Profit on ordinary activities before taxation 73,787 20,256 Tax on profit on ordinary activities 6 (15,361) (4,254) Profit for the financial year 13 58,426 16,002 The company has no recognised gains and losses other than the profit for the financial year above. There is no material difference between the profit on ordinary activities before taxation and the profit for the financial years stated above and their historical costs equivalents. There are no acquisitions or discontinued operations during the current or preceding financial year. 10
Balance sheet as at 30 June Note Fixed assets Tangible assets 7 5,063 10,589 Investments 8 1 1 Current assets 5,064 10,590 Debtors 9 934,650 298,659 Cash at bank and in hand 592,161 426,235 1,526,811 724,894 Creditors: amounts falling due within one year 10 (1,245,189) (506,770) Net current assets 281,622 218,124 Total assets less current liabilities 286,686 228,714 Provision for liabilities 11 - (454) Net assets 286,686 228,260 Capital and reserves Called up share capital 12 240 240 Profit and loss account 13 286,446 228,020 Total shareholders funds 14 286,686 228,260 The financial statements on pages 7 to 17 were approved by the Board of directors on 29 September and were signed on its behalf by: P A Jackson G J Bright W M Wood Director Director Company secretary Tynegrain Agriculture Limited Registered number 01667255 11
Tynegrain Agriculture Limited Statement of accounting policies Basis of accounting The financial statements are prepared on the going concern basis under the historical cost convention and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. The principal accounting policies, which have been applied consistently throughout the financial year, are set out below. Turnover Turnover represents the total invoice value, excluding value added tax, of sales made during the financial year. Turnover is recognised to the extent that it is probable that economic benefits will flow to the company and the turnover can be reliably measured. Tangible fixed assets and depreciation Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for intended use. Depreciation is provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as follows: Office equipment Motor vehicles 33 1/3% straight line 33 1/3% straight line Investments in subsidiary undertakings Investments in subsidiary undertakings are recorded at cost plus incidental expenses less any provision for impairment. Impairment reviews are performed by the directors when there has been an indication of potential impairment. Pensions The pension costs charged in the financial statements represent the contribution payable by the company during the financial year in respect of the company s defined contribution scheme. Deferred taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less tax or receive more tax, with the following exceptions: Provision is made for tax on gains arising from tangible gains on disposal of tangible fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold; Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted; Cash flow statement The company has taken advantage of the exemption allowed under FRS 1 (revised 1996) Cash flow statements and has not prepared a cash flow statement as the company is a small company as defined by s382 of the Companies Act 2006. 12
Notes to the financial statements for the year ended 30 June 1 Turnover The total turnover of the company for the financial year has been derived from its principal activity wholly undertaken in the UK. 2 Operating profit Operating profit is stated after charging: Depreciation of tangible fixed assets 5,526 5,591 Auditors remuneration 6,536 6,345 Directors expenses 1,500 700 3 Interest receivable and similar income Bank interest - 6 4 Interest payable and similar charges Bank interest - 3 13
Tynegrain Agriculture Limited 5 Employees The average monthly number of employees, including directors, was 13 (: 18). Wages and salaries 41,366 98,780 Social security costs 4,441 9,468 Other pension costs 2,942 4,989 48,749 113,237 The company incurred 25,000 (: 18,000) of costs recharged from a related undertaking in relation to management costs. The company contributes towards a stakeholder pension for all employees. The assets of the scheme are held separately from those of the company in independently administered funds. The pension charge represents contributions payable by the company to the funds and amounted to 2,942 (: 4,989). Directors remuneration Aggregate emoluments 44,167 47,534 Number Number Number of directors to whom retirement benefits are accruing under a money purchase scheme 1 1 The company operates a defined contribution pension scheme in respect of the directors. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to 2,942 (: 2,884). 6 Tax on profit on ordinary activities (a) Analysis of charge in year Current tax UK corporation tax 16,150 4,985 Deferred tax Origination and reversal of timing differences (note 11) (789) (731) Tax on profit on ordinary activities 15,361 4,254 14
6 Tax on profit on ordinary activities (continued) (b) Factors affecting tax charges for the year The tax assessed for the financial year is higher (: higher) than the small companies rate of corporation tax in the UK for the year ended 30 June of 20.75% (: 21%). The differences are explained below: Profit on ordinary activities before taxation 73,787 20,256 Profit on ordinary activities multiplied by the small companies rate of corporation tax in the UK of 20.75% (: 21%) 15,311 4,254 Effects of: Depreciation in excess of capital allowances 797 731 Expenses not deductible for tax purposes 42 - Total current tax charge for the year 16,150 4,985 (c) Factors that may affect future tax charges The small company rate of Corporation Tax in the UK changed from 21% to 20% with effect from 1 April. Accordingly, the company's profits for this accounting period are taxed at an effective rate of 20.75% and will be taxed at 20% in the future. A number of changes to the UK corporation tax system were announced as part of the March budget statement. These changes have been enacted on 5 July and therefore have not been recognised in these financial statements. There are no other factors which are expected to significantly affect the future tax charge. 7 Tangible fixed assets Cost Office equipment Motor vehicles Total At 1 July and 30 June 2,294 16,573 18,867 Accumulated depreciation At 1 July 2,294 5,984 8,278 Charge for year - 5,526 5,526 At 30 June 2,294 11,510 13,804 Net book amount At 30 June - 5,063 5,063 At 30 June - 10,589 10,589 15
Tynegrain Agriculture Limited 8 Fixed asset investments Unlisted investments 1 1 The unlisted investment represents the cost of one share in Tynegrain Limited, an agricultural co-operative. The market value of the investment is not readily ascertainable however the directors are of the opinion that its value is in excess of its cost. The directors believe the carrying value of the investments is supported by their underlying net assets. 9 Debtors Trade debtors 835,389 257,575 Amounts owed by Tynegrain Limited - 215 Other debtors 719 37,933 Deferred tax asset 335 - Prepayments and accrued income 98,207 2,936 934,650 298,659 10 Creditors: amounts falling due within one year Bank overdraft 200,000 200,000 Trade creditors 957,073 237,950 Amounts owed to Grainco Limited 1,149 27 Corporation tax 16,150 4,985 Other taxation and social security costs 55,846 46,024 Accruals and deferred income 14,971 17,784 1,245,189 506,770 16
10 Creditors: amounts falling due within one year (continued) The bank overdraft is secured as follows: Fixed charge over book debts and other debts, goodwill, uncalled capital and intellectual property and a floating charge over all other assets dated 1 August 1994. Unlimited multilateral guarantee dated 21 July 1994 given by Tynegrain Limited and Tynegrain Agriculture Limited. 11 Provisions for liabilities Deferred tax is analysed over the following timing differences: Accelerated capital allowances - 454 Movements on the provision for deferred taxation are: At 1 July 454 Transferred to profit and loss account (789) At 30 June (335) 12 Called up share capital Allotted and fully paid 2,396 (: 2,396) ordinary shares of 10 pence each 240 240 13 Profit and loss account At 1 July 228,020 Profit for the financial year 58,426 At 30 June 286,446 17
Tynegrain Agriculture Limited 14 Reconciliation of movements in shareholders funds Profit for the financial year 58,426 16,002 Opening shareholders funds 228,260 212,258 Closing shareholders funds 286,686 228,260 15 Contingent liabilities The company has entered into an unlimited multilateral guarantee with Tynegrain Limited over the debts of both companies. 16 Transactions with directors All transactions with directors are in the normal course of business and conducted on an arms length basis. Sales M Walby 44,097 41,600 P A Jackson 265,546 43,842 C R Beaumont 56,498 21,407 D W Hall 11,367 26,403 Dr W Taylor 43,862 23,499 G O Alderslade 10,066 12,220 R J Davison 40,665 17,894 C J Stephenson 28,049 9,895 I M Cheesbrough 121,245 64,058 A R Graham 68,062 50,157 689,457 310,975 At the financial year end the directors were cumulatively due to the company the sum of 158,787 (: 12,008) and are included within trade debtors. 18
16 Transactions with directors (continued) Purchases Dr W Taylor - 291 At the financial year end the directors were cumulatively due from the company the sum of nil (: 1,435) and are included within trade creditors. 17 Related party transactions Purchases Tynegrain Limited 7,868 39,005 Grainco Limited 45,464 59,238 53,332 98,243 Sales Tynegrain Limited 279,339 130,054 Grainco Limited 12,338 152,812 Meldon Village Storage and Drying Limited 108,252 78,082 399,929 360,948 Tynegrain Limited is subject to common control with Tynegrain Agriculture Limited. Tynegrain Limited owns 100% of both Grainco Limited (registered number 03066352) and 100% of Meldon Village Storage and Drying Limited (registered number 04115751). Amounts owed by and to these companies are disclosed separately within debtors note 9 and creditors note 10 respectively. 18 Ultimate controlling party There is no ultimate controlling party. No individual shareholdings are significant enough to give any individual party control over the company. 19
Agriculture Limited Tynegrain Agriculture Limited Tyne Dock South Shields Tyne & Wear NE34 9PL Tel: 0191 428 7700 Fax: 0191 428 5202 Email: info@tynegrainagriculture.co.uk www.tynegrainagriculture.co.uk