EFTA00723383.pdf

Registered number: 01461396 DUKES HOTEL LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 EFTA00723383  DUKES HOTEL LIMITED COMPANY INFORMATION Directors Sultan Ahmad Bin Sulayem Ahmad Sultan Ahmad Bin Sulayem Bobby Mathew Abraham Company secretary St Johns Square Secretaries Limited Company number Registered office 35-38 St James Place London SW1AINY Auditors PKF (UK) LLP Chartered accountants Farringdon Place 20 FarrIngdon Road London EC1M 3AP EFTA00723384  DUKES HOTEL LIMITED CONTENTS Page Directors' report 4-5 Statement of directors' responsibilities 6 Independent auditors' report 7-8 Profit and loss account 9 Balance sheet 10 Cash flow statement 11 Notes to the financial statements 12 - 19 EFTA00723385  DUKES HOTEL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2010 The directors present their report and the financial statements for the year ended 31 March 2010 Principal activities The principal activity of the company in the period under review was the ownership and operation of Dukes Hotel In London Business review Although there continued to be uncertainty in the economic climate. Dukes Hotel has shown a healthy increase in revenues over last year. driven by an achieved average room rate growth of 6% The food and beverage outlets have performed well overall, despite the fact that Meeting and Private Dining has been affected overall in the industry by the trend of corporate customers holding their meetings in house It is promising to see such growth two years running Results and dividends The profit for the year, after taxation, amounted to £893,668 (2909 - £456,043) The Directors declared and paid a dividend of £750,000 (2009:nil) during the year. Directors The directors who served during the year were: Ahmed Sultan Ahmed Bin Selayem Bobby Mathew Abraham Sultan Ahmad Bin Sulayem (appointed 17 June 2009) Elaine Susan Jones (resigned 17 June 2009) Provision of information to auditors that: Each of the persons who are directors at the time when this Directors' report is approved has confirmed so far as that director is aware, there is no relevant audit information of which the company's auditors are unaware, and that director has taken all the steps that ought to have been taken as a director In order to be aware of any information needed by the company's auditors in connection with preparing their report and to establish that the company's auditors are aware of that information. Auditors The auditors. PKF (UK) LIP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006 EFTA00723386  DUKES HOTEL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2010 Financial risk The Company does not actively use financial instruments as part of Its financial risk management It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures A dedicated credit control team operates in the Company. The nature of its financial instruments means that the price risk or liquidity risk to which it is subject Is minimal The Company does not use derivative financial instruments for speculative purposes The company is exposed to interest rate risk with regard to the inter-company loan payable to Seven Tides UK Holding Limited as the loan interest rate is based on LIBOR rates This report was approved by the board on °51t" ark 2O1O and signed on its behalf. Director Pages EFTA00723387  DUKES HOTEL LIMITED STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations law the Company law requires the directors to prepare financial statements for each financial year. Under that 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 true and law the diectors must not approve the financial statements unless they are satisfied that they give a company for that period In fair view of the state of affairs of the company and of the profit or loss of the preparing these financial statements the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • state whether applicable accounting standards have been followed, subject to any malarial departures disclosed and explained in the financial statements; • 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 They company and enable them to ensure that the financial statements comply with the Companies Act 2006. for taking reasonable steps for the are also responsible for safeguarding the assets of the company and hence prevention and detection of fraud and other irregularities. EFTA00723388  DUKES HOTEL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DUKES HOTEL LIMITED We have audited the financial statements of Dukes Hotel Limited for the year ended 31 March 2010 which comprise the profit and loss account, the balance sheet, the cash flow statement 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). 16 of This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 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 an auditors' report 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 Respective responsibilities of directors and auditors As explained more fully in the directors' responsibilities statement, 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 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. Scope of the audit to An audit Involves obtaining evidence about the amounts and disclosures in the financial statements sufficient give reasonable assurance that the financial statements are free from material misstatemen t, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the ess of company's circumstances and have been consistently applied and adequately disclosed; the reasonablen significant accounting estimates made by the directors; and the overall presentation of the financial statements 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 31 March 2010 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 ••••=••••••••••rnmk••••••...............• rage 7 EFTA00723389  DUKES HOTEL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DUKES HOTEL LIMITED 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 P v 6itc) 4 ani Andrew Huddleston (teni ct r: Slibiatft lACE. for and on behalf of P20(pARIlicitetpoitr* A0 London, Date: 8 / 7 / f °LONDON EC1A4 3AP 8 EFTA00723390  DUKES HOTEL LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2010 2010 2009 Note TURNOVER 1,2 7.660,764 7,404,945 Cost of sales (3.621.651) (3,687,470) GROSS PROFIT 4,039,113 3,717,475 Administrative expenses excluding depreciation (2,050,736) (2,007,504) Depreciation (247,360) (201,291) Total administrative expenses (2,298,096) (2,208,795) OPERATING PROFIT 3 1,741,017 1,508,680 Interest payable 6 (1,030,644) (1,052,637) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 710,373 456,043 Tax on profit on ordinary activities 7 183,295 PROFIT FOR THE FINANCIAL YEAR 15 893,668 456,043 Al amounts relate to continuing operations There were no recognised gains and losses for 2010 or 2009 other than those included in the Profit and loss account. The notes on pages 12 to 19 form part of these financial statements. Page 9 EFTA00723391  DUKES HOTEL LIMITED REGISTERED NUMBER: 01461396 BALANCE SHEET AS AT 31 MARCH 2010 2010 2009 Note FIXED ASSETS Tangible fixed assets 8 17,600,961 17,748,036 CURRENT ASSETS Stocks 9 162,705 162,833 Debtors 10 1,497,934 1,283,982 Cash at bank and in hand 195,720 140,322 1,856,359 1.587,137 CREDITORS: amounts falling due within one year 11 (880,434) (901,955) NET CURRENT ASSETS 975,925 685,182 TOTAL ASSETS LESS CURRENT LIABILITIES 18,576,886 18,433,218 CREDITORS: amounts falling due after more than one year 12 (15,863,468) (15.863,468) NET ASSETS 2,713,418 2,569,750 CAPITAL AND RESERVES Called up share capital 14 2,100,100 2,100,100 Profit and loss account 15 613,318 469,650 SHAREHOLDERS' FUNDS 16 2,713,418 2,569,750 approved and authorised for issue by the board and were signed on its behalf were,approved The financial statements we Al Dire The notes on pages 12 to 19 form part of these financial statements. 10 EFTA00723392  DUKES HOTEL LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2010 2010 2009 Note £ Net cash flow from operating activities 18 2,117,540 1,575,026 Returns on investments and servicing of finance 19 (1,030,644) (1,052,637) Capital expenditure and financial investment 19 (100,285) (139,171) Equity dividends paid (750,000) CASH INFLOW BEFORE FINANCING 236,611 383,218 Financing 19 (181,213) (314,656) INCREASE IN CASH IN THE YEAR 55,398 68,562 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT FOR THE YEAR ENDED 31 MARCH 2010 2010 2009 £ £ Increase in cash in the year 55,398 68,562 Cash outflow from decrease in debt and lease financmg 181,213 314,656 MOVEMENT IN NET DEBT IN THE YEAR 236,611 383,218 Net debt at 1 April 2009 (15,040,672) (15,423,890) NET DEBT AT 31 MARCH 2010 (14,804,061) (15,040,672) The notes on pages 12 to 19 form part of these financial statements. EFTA00723393  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 1. ACCOUNTING POLICIES 1.1 Basis of preparation of financial statements The financial statements have been prepared on a going concern basis under the historical cost convention and in accordance with applicable accounting standards 1.2 Turnover Turnover comprises revenue recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax and trade discounts 1.3 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases: Refurbishments 15 years Computers, equipment, plant & 3 to 15 years machinery Soft furnishings 5 years No depreciation is provided on leases over forty years as the directors consider that there has been no consumption of the asset and accordingly depreciation is insignificant 1.4 Operating leases Rentals under operating leases are charged to the Profit and loss account on a straight line basis over the lease term Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate. 1.5 Stocks Food and other perishable stocks are valued at the year end at the lower of cost and net realisable value Other stocks are capitalised on initial purchase and any subsequent replacement costs charged to the profit and loss account in the year in which they are incurred 1.6 Deferred taxation Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liablhties are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted.. EFTA00723394  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 1. ACCOUNTING POLICIES (continued) 1.7 Pensions Contributions made to the personal pension schemes of certain qualifying staff are charged to the profit and loss account on an accruals basis. 2. TURNOVER Turnover represents income (excluding VAT) derived from the provision of hotel accommodation and associated food and beverage sales. All turnover arose within the United Kngdom 3. OPERATING PROFIT The operating profit is stated after charging: 2010 2009 £ £ Depreciation of tangible fixed assets: - owned by the company 247,380 201,291 Auditors' remuneration 14,000 23,400 Operating lease rentals: - plant and machinery 8,789 - other operating leases 21,638 111=ICIal 011=111 4. STAFF COSTS Staff costs were as follows: 2010 2009 £ Wages and salaries 1,800,391 1,821,568 Social security costs 154,397 166,294 Other pension costs 8,409 1,961,197 1,987,862 The average monthly number of employees during the year was as follows: 2010 2009 No. No Administrative staff 4 4 Hotel staff 88 92 92 96 Page 13 EFTA00723395  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 5. DIRECTORS' REMUNERATION During the year no director received any emoluments (2009: NIL) 6. INTEREST PAYABLE 2010 2009 £ £ On loans from group undertakings 1,030,644 1,052,637 7. TAXATION 2010 2009 £ £ Analysts of tax charge in the year Deferred tax (see note 13) Origination and reversal of timing differences (183,295) Tax on profit on ordinary activities (183,295) Factors affecting tax charge for the year The tax assessed for the year is lower than (2009 - lower than) the standard rate of corporation tax in the UK (28%) The differences are explained below: 2010 2009 £ £ Profit on ordinary activities before tax 710,373 456,043 Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 28% (2009 - 28%) 198,904 127,692 Effects of: Expenses not deductible for tax purposes 113 13,879 Depreciation in excess of capital allowances for year (49,177) (9,970) Group relief (149,840) (131,601) Current tax charge for the year (see note above) Factors that may affect future tax charges There were no factors that may affect future tax charges. Page 14 EFTA00723396  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 8 TANGIBLE FIXED ASSETS Computers, Leasehold equipment, Furniture, land and plant and fittings and buildings machinery equipment Total £ Cost At 1 April 2009 15,650,836 3,790,499 3,797,473 23,238,808 Additions 2,687 96,618 980 100,285 At 31 March 2010 15,653,523 3,887,117 3,798,453 23,339,093 Depreciation At 1 Apri 2009 15,091 3,015,163 2,460,518 5,490,772 Charge for the year 10,033 80,767 156,560 247,360 At 31 March 2010 25,124 3,095,930 2,617,078 5,738,132 Net book value 15,628,399 791,187 1,181,375 17,600,961 At31 March 2010 15,635,745 775,336 1,336,955 17,748,036 At31 March 2009 At 31 March 2010, included within the net book value of land and buildings is £10,628,399 (2009 - £10,635,745) relating to freehold land and buildings and £5,000,000 (2009 - £5,000,000) relating to long term leasehold land and buildings. 9. STOCKS 2010 2009 £ £ Glass, linen and china 116,299 120,704 Food, beverages, and other consumables 46,406 42,129 162,705 162,833 10. DEBTORS 2010 2009 £ Trade debtors 277,971 441,529 Amounts owed by group undertakings 863,687 682,474 Other debtors 45,655 25,646 Prepayments and accrued Income 127,326 134,333 Deferred tax asset (see note 13) 183,295 1,497,934 1,283,982 Page 15 EFTA00723397  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 11. CREDITORS: Amounts falling due within one year 2010 2009 E Trade creditors 376,735 446,249 Social security and other taxes 232,761 155,719 Other creditors 75,240 20,227 Accruals and deferred income 195,698 279,760 880,434 901,955 12. CREDITORS: Amounts falling due after more than one year 2010 2009 £ £ Amounts owed to group undertakings 15,863,468 15,863,468 Intercompany loans are unsecured with interest charged based on LIBOR. The group companies have undertaken not to recall the loans within the next twelve months 13. DEFERRED TAXATION 2010 2009 e At beginning of year Released &ring year 183,295 At end of year 183,295 The deferred taxation balance is made up as follows: 2010 2009 £ Accelerated capital allowances 183,295 Deferred tax has not been provided on revaluations of fixed assets. This tax will only become payable if the assets are sold and rollover relief is not obtained. The estimated amount of tax that would become payable in these circumstances is £1 6m (2009: £1 8m) A deferred tax asset has not been recognised in respect of timing differences as there Is Insufficient evidence that the asset will be recovered The amount of the net asset not recognised is £195,275 (2009:195,275) relating to ACT. These amounts will be recovered if sufficient future profits of the same trade were made. A deferred tax asset of £195,275 relating to accelerated capital allowances was not recognised in the prior year, this has been recognised in the year ended 31 March 2010 as future profits of the sane trade are expected to materialise. Page 16 EFTA00723398  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 14. SHARE CAPITAL 2010 2009 £ £ Allotted, called up and fully paid 2,100,100 Ordinary shares of £1 each 2,100,100 2,100,100 15. RESERVES Profit and loss account £ At 1 April 2009 469,650 Profit for the year 893,668 Dividends: Equity capital (750,000) At 31 March 2010 613,318 === 16. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS 2010 2009 £ £ Opening shareholders' funds 2,569,750 2,113,707 Profit for the year 893,668 456,043 Dividends (Note 17) (750,000) Closing shareholders' funds 2,713,418 2,569,750 17. DIVIDENDS 2010 2009 £ £ Dividends paid on equity capital 750,000 18. NET CASH FLOW FROM OPERATING ACTIVITIES 2010 2009 £ £ Operating profit 1,741,017 1,508,680 Depreciation of tangible feted assets 247,360 201,291 Decrease/(increase) in stocks 128 (28,349) Decrease/(increase) in debtors 150,556 (129,559) (Decrease$ncrease in credibrs (21,521) 22,963 Net cash inflow from operations 2,117,540 1,575,026 Page 17 EFTA00723399  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 19. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT 2010 2009 £ £ Returns on Investments and servicing of finance Interest paid (1,030,644) (1,052.637) 2010 2009 £ £ Capital expenditure and financial investment Purchase of tangible fixed assets (100,285) (139,171) 2010 2009 £ £ Financing Decease in amounts owed to group undertakings (181,213) (314,656) Repayment of other loans 20. ANALYSIS OF CHANGES IN NET DEBT Other non-cash 1 April Cash flow changes 31 March 2009 2010 £ £ Cash at bank and in hand: 140,322 55,398 195,720 Debt: Amounts owed to group undertakings (15,180,994) (181,213) - (14,999,781) Not debt (15,040,672) (125,815) - (14,804,061) 21. OPERATING LEASE COMMITMENTS At 31 March 2010 the company had annual commitments under non-cancellable operating leases as follows: Land and buildings Other 2010 2009 2010 2009 £ £ Expiry date: Within 1 year 31,115 Between 2 and 5 years 22,103 8,877 After more than 5 years 14,564 EFTA00723400  DUKES HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010 22 RELATED PARTY TRANSACTIONS The company has taken advantage of exemptions available under FRS8 *Related Party Disclosures' aid not disclosed transactions with its group as it is a wholly owned subsidiary whose results are included within consolidated financial statements 23 ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY The immediate parent company is Seven Tides (UK) Holding Company Limited, a company incorporated in the United Kingdom Seven Tides international LLC a company incorporated in United Arab Emirates is both the largest and smallest set of consolidated financial statements that include the results of this company and are available upon written request from PO Box 122898, Dubai. UAE The ultimate controlling party Is Sultan Ahmad Bin Sulayem Page 19 EFTA00723401