6. EMPLOYEES AND DIRECTORS’ REMUNERATION


2017

2016


£

£

Directors fees

15,000

36,250

Wages and salaries

​-

​-

Social security costs

950

2,524

Management fees

4,994

4,994


20,944

20,944

The average number of employees of the company during the year was:




2017

2016


Number

Number


1

1


2017

2016


£

£

Amounts owed by group undertakings

253,304

368,504

Other debtors

1,136

1,136

Other Other taxes and social security

2,296

2,248


256,736

371,888




11. SHARE CAPITAL

      Authorised share capital

0

2017

2016


Number

Number

Ordinary shares of 1p each

2,383,752

2,383,752




Issued, allotted and fully paid

2017

2016


£

£

Brought forward - 1 April 2016

2,383,752

2,283,752

Issued for cash in year

0

0

Ordinary shares of 1p each

2,383,752

2,383,752

Annual report, Company financial statements 2017

8. DEBTORS


Subsidiary undertakings


£

At 1 April 2016

2,323,524

At 1 April 2017

2,323,524

There are no retirement benefits accruing to any of the Directors.

£4,994 (2016: £4,994) was paid to Mr Norman Lott for his professional services.

Additional directors remuneration of £35,000 (2016: £nil) was paid to a director through subsidiary entities.

7. INVESTMENTS


Class of share held

Shareholding %

Principal activity

Held directly




Combe Bank Homes Ltd

Ordinary shares

100%

Residential property developers

Held indirectly through Combe Bank Homes Limited




Combe Bank (Oakhurst) Ltd

Ordinary shares

100%

Residential property developers

Combe Homes (Borough Green)Ltd

Ordinary shares

100%

Residential property developers

The company owns the following undertakings, all of which are incorporated in the United Kingdom and have their registered offices at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD


2017

2016


£

£

Trade creditors

136

455

Taxation and social security

580

1,329

Other creditors

10,000

10,000

Amounts owed to group undertakings

547,635

555,835


558,351

567,619

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2017

2016


£

£

Financial assets



Financial assets measured at amortised cost:



Amounts owed by group undertakings and other debtors

256,736

371,888

Financial liabilities



Financial liabilities measured at amortised cost

558,350

567,619

Financial liabilities include, trade creditors, other creditors and amounts due to group undertakings

10.  FINANCIAL INSTRUMENTS

Details of the Company’s share options and warrants are set out in NOTE 17 to the consolidated financial statements.

12. SHARE PREMIUM ACCOUNT


2017

2016


£

£

Balance brought forward

1,165,463

1,165,463

Premium on issue of new shares

0

0

Share issue costs

0

​-

Balance carried forward

1,165,463

1,165,463


2017

2016


£

£

Balance brought forward

(1,413,415)

(1,260,985)

Loss for the financial year

(104,889)

(152,430)

Balance carried forward

(1,518,304)

(1,413,415)

13. PROFIT AND LOSS ACCOUNT


2017

2016


£

£

Loss for the financial year

(104,889)

(152,430)

Net decrease in shareholders’ funds

(104,889)

(152,430)

Issue of new shares

0

0

Share premium -  shares issued in year

0

100,000

Share premium - issue costs

0

(10,050)

Opening Shareholders’ funds

2,135,800

2,288,230

Closing Shareholders’ funds

2,030,911

2,135,800

14. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

15. INTERCOMPANY

The company has taken advantage of the exemption conferred by FRS102 Section 22 “Related Party disclosures” not to disclose transactions undertaken with other members of the group.

Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the Annual General Meeting is set out below.  The notice of AGM is set out on page 40.

Ordinary business at the AGM

In addition to the re-election of a Director retiring by rotation (resolution 4) and renewal of authorities to allot shares (resolutions 5 and 6), the following ordinary business resolutions will be proposed at the AGM:

(a) Resolution 1: to approve the annual report and accounts.  The Directors are required to lay before the Company at the AGM the accounts of the Company for the financial year ended 31 March 2017, the report of the Directors and the report of the Company's auditors on those accounts.

(b) Resolution 2: to approve the re-appointment of Crowe Clark Whitehill LLP as auditors of the Company.  The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c) Resolution 3: to approve the remuneration of the auditors for the next year.

Re-election of Directors

Under the Articles of Association, Directors must retire and submit themselves for re-election at the annual general meeting if they have not done so at either of the two previous annual general meetings.  By resolution 4, Alexander Johnson is retiring by rotation, and submitting himself for re-election.

Grant of authorities to allot shares

The Company currently has an issued share capital of £2,383,751.90 divided into 238,375,190 Ordinary Shares.  The Company has outstanding warrants to subscribe for 4,567,504 Ordinary Shares at 2p per share.

The Board proposes to renew the current authorities to allot shares, which expire at the next AGM.  Accordingly, resolutions 5 and 6 are being proposed at the AGM for the purpose of (i) granting the Directors general authority to allot up to 119,190,000 ordinary shares, representing approximately 50% of the current issued ordinary share capital; and (ii) disapplying pre-emption rights in connection with the allotment of up to 37,000,000 ordinary shares, representing approximately 15.5% of the current issued ordinary share capital.



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