COMPANY REGISTRATION NUMBER 3294750
NETWORK SOLUTIONS GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31st JANUARY 1999
ASHFORD READ
Chartered Accountants & Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
NETWORK SOLUTIONS GROUP LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
CONTENTS PAGES
Officers and professional advisers 1
The directors' report 2 to 3
Auditors' report to the shareholders 4
Profit and loss account 5
Balance sheet 6
Notes to the financial statements 7 to 9
THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
Detailed profit and loss account 11
Notes to the detailed profit and loss account 12
NETWORK SOLUTIONS GROUP LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
THE BOARD OF DIRECTORS Mr A. P. Cowler
Mr W. Bridgen
Mr S. Sutton
COMPANY SECRETARY Mr A. P. Cowler
REGISTERED OFFICE 12 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
AUDITORS Ashford Read
Chartered Accountants
& Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
BANKERS Barclays Bank Plc
Soho Square Business Centre
8-9 Hanover Square
London
W1A 4ZW
SOLICITORS Gurney-Champion & Co
12 Edinburgh Road
Portsmouth
Hampshire
PO1 1DJ
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NETWORK SOLUTIONS GROUP LIMITED
THE DIRECTORS' REPORT
YEAR ENDED 31st JANUARY 1999
The directors present their report and the financial statements of the
company for the year ended 31st January 1999.
PRINCIPAL ACTIVITIES
The principal activity of the company during the year was that of a holding
company.
THE DIRECTORS AND THEIR INTERESTS IN SHARES OF THE COMPANY
The directors who served the company during the year together with their
beneficial interests in the shares of the company were as follows:
ORDINARY SHARES OF L1 EACH
AT 31 JANUARY 1999 AT 1 FEBRUARY 1998
OR LATER DATE
OF APPOINTMENT
Mr A. P. Cowler 78 40
Mr W. Bridgen - 10
Mr S. Sutton - 10
Mr J. C. Beckett (Appointed 2 June 1998) 22 -
Mr I. C. Cocks (Retired 2 June 1998) - 40
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Mr A. P. Cowler's beneficial interest arises from his position as a Trustee
of the Surrey Design Partnership Limited Pension Scheme.
Mr J. C. Beckett's beneficial interest arises from his position as a Trustee
of the J Beckett Funded Unapproved Retirement Benefit Scheme.
Mr J. C. Beckett resigned as a director of Network Solutions Group Limited,
Network Solutions Limited and Network Solutions (Northern) Limited on 9th July
1999.
On 9th July 1999 the 22 shares held by the J. Beckett FURBS were transferred
to the Surrey Design Partnership Limited Pension Scheme.
YEAR 2000 ISSUES
The directors have considered the risks and uncertainties associated with the
year 2000 problem. During the year the companies within the group have taken
steps to ensure that their internal computer systems are millennium compliant.
The directors have also assessed the possibility of year 2000 related
failures in significant suppliers, all of whom have indicated that they are
already dealing with the problem. Whilst it is impossible to guarantee that
no year 2000 problems will remain, the directors are confident that the
companies within the group will be able to deal promptly with any failures
that may occur.
DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company at the end of the year and of the profit or loss for the year then
ended.
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NETWORK SOLUTIONS GROUP LIMITED
THE DIRECTORS' REPORT (CONTINUED)
YEAR ENDED 31st JANUARY 1999
DIRECTORS' RESPONSIBILITIES (CONTINUED)
In preparing those financial statements, the directors are required to select
suitable accounting policies, as described on page 7, and then apply them on
a consistent basis, making judgements and estimates that are prudent and
reasonable. The directors must also 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 proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply
with the Companies Act 1985. The directors 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.
AUDITORS
A resolution to re-appoint Ashford Read as auditors for the ensuing year will
be proposed at the annual general meeting in accordance with section 385
of the Companies Act 1985.
SMALL COMPANY PROVISIONS
This report has been prepared in accordance with the special provisions for
small companies under Part VII of the Companies Act 1985.
Registered office: Signed by order of the directors
12 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire /s/ A. P. Cowler
PO6 3TH
MR A. P. COWLER
Company Secretary
Approved by the directors on 12 August 1999
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NETWORK SOLUTIONS GROUP LIMITED
AUDITORS' REPORT TO THE SHAREHOLDERS
YEAR ENDED 31st JANUARY 1999
We have audited the financial statements on pages 5 to 9 which have been
prepared in accordance with the Financial Reporting Standard for Smaller
Entities (effective March 1999), under the historical cost convention and the
accounting policies set out on page 7.
RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND THE AUDITORS
As described on pages 2 to 3, the company's directors are responsible for the
preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report
our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the financial
statements.
OPINION
In our opinion the financial statements give a true and fair view of the
company's state of affairs as at 31st January 1999 and of its loss for the
year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
/s/ Ashford Read
40 Alexandra Road
Freemantle Chartered Accountants
Southampton & Registered Auditors
Hampshire
SO15 5DG
12 AUG 1999
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NETWORK SOLUTIONS GROUP LIMITED
PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
Note 1999 1998
L L
TURNOVER - -
Administrative expenses (697) (560)
------ ------
OPERATING LOSS 3 (697) (560)
Tax on loss on ordinary activities - -
------ ------
LOSS FOR THE FINANCIAL YEAR (697) (560)
Balance brought forward (560) -
------ ------
Balance carried forward (1,257) (560)
------ ------
------ ------
The notes on pages 7 to 9 form part of these financial statements.
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NETWORK SOLUTIONS GROUP LIMITED
BALANCE SHEET
31st JANUARY 1999
Note 1999 1998
L L L L
FIXED ASSETS
Investments 4 10,100 10,100
CREDITORS: Amounts falling due
within one year 5 (11,257) (10,560)
-------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES (1,157) (460)
-------- --------
CAPITAL AND RESERVES
Called-up equity share capital 9 100 100
Profit and loss account (1,257) (560)
-------- --------
DEFICIENCY (1,157) (460)
-------- --------
-------- --------
These financial statements have been prepared in accordance with the special
provisions for small companies under Part VII of the Companies Act 1985 and
with the Financial Reporting Standard for Smaller Entities (effective March
1999).
These financial statements were approved by the directors on the 12 AUGUST
1999, and are signed on their behalf by:
/s/ A. P. Cowler
- ----------------------
MR A. P. COWLER
The notes on pages 7 to 9 form part of these financial statements.
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NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
1. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention, and in accordance with the Financial Reporting Standard for
Smaller Entities (effective March 1999).
CONSOLIDATION
In the opinion of the directors, the company and its subsidiary
undertakings comprise a small group. The company has therefore taken
advantage of the exemption provided by Section 248 of the Companies Act
1985 not to prepare group accounts.
DEFERRED TAXATION
Provision is made, under the liability method, to take account of timing
differences between the treatment of certain items for accounts purposes
and their treatment for tax purposes. Tax deferred or accelerated is
accounted for in respect of all material timing differences to the
extent that it is considered that a net liability may arise.
2. GOING CONCERN
At the balance sheet date the combined liabilities of the group exceeded
its assets by L242,750. The day to day operation of the group is
dependent upon support from its directors, associated companies, bankers
and trade creditors. The support of the directors and associated
companies has been confirmed for the foreseeable future. Subsequent to
the year end increased banking facilities have been arranged by the
principal trading subsidiary and significant measures have been taken to
ensure improved management control and trading performance. These steps,
together with the assumed continued support of the trade creditors,
provide the directors with the opinion that it is appropriate to prepare
the financial statements on the going concern basis.
3. OPERATING LOSS
Operating loss is stated after charging:
1999 1998
L L
Directors' emoluments - -
Auditors' fees 650 550
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4. INVESTMENTS
L
COST
At 1st February 1998 and 31st January 1999 10,100
-------
NET BOOK VALUE
At 31st January 1999 10,100
-------
-------
At 31st January 1998 10,100
-------
-------
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NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
4. INVESTMENTS (CONTINUED)
Under the provision of section 248 of the Companies Act 1985 the company
is exempt from preparing consolidated accounts and has not done so,
therefore the accounts show information about the company as an
individual entity.
The company has investments at par in two subsidiary companies as
follows:
NETWORK SOLUTIONS LIMITED (company number 3134838)
100 ordinary shares of L1 each (100%); Nil ordinary "A" shares of L1
each (0%)
Capital and reserves deficiency at balance sheet date: L212,745
Retained loss for the year: L173,415
NETWORK SOLUTIONS (NORTHERN) LIMITED (company number 3294807)
10,000 ordinary shares of L1 each (100%)
Capital and reserves deficiency at balance sheet date: L28,848
Retained profit for the year: L10,988
5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
1999 1998
L L
Bank loans and overdrafts 44 2
Amounts owned to group undertakings 563 8
Other creditors including:
Other creditors 10,000 10,000
Accruals and deferred income 650 550
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11,257 10,560
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6. CONTINGENCIES
A subsidiary, Network Solutions Limited, paid interim dividends of
L35,600 (1998 - L42,000) to the holders of the Ordinary "A" shares in
excess of distributable reserves. In the event of a winding up these
dividends would be repayable to the subsidiary.
Full details of this matter are disclosed within the financial
statements of Network Solutions Limited.
7. TRANSACTIONS WITH THE DIRECTORS
Two directors had overdrawn loan accounts with Network Solutions Limited
at the balance sheet date. The closing balances (and maximum amount
outstanding during the year) were as follows: Mr W. Bridgen L7,326
(L7,326); and Mr. S. Sutton L3,383 (L3,383).
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NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY, 1999
8. RELATED PARTY TRANSACTIONS
The company was under the control of the directors (Mr. A. P. Cowler,
Mr. W. Bridgen, Mr. S. Sutton and Mr. J. C. Beckett) throughout the
year. The four directors are also the sole directors of both subsidiary
companies, Network Solutions Limited and Network Solutions (Northern)
Limited.
At the balance sheet date L563 (1998 - L8) was owed by the company to
Network Solutions Limited.
Mr. A. P. Cowler is a director of and has a controlling interest in The
Surrey Design Partnership Limited. At the balance sheet date the
company owed L10,000 (1998 - L10,000) to The Surrey Design Partnership
Limited. This amount is shown under "Creditors: amounts falling due
within one year".
Detailed disclosure of all related party transactions are made in the
individual financial statements of each subsidiary.
9. SHARE CAPITAL
AUTHORISED SHARE CAPITAL:
1999 1998
L L
10,000 Ordinary shares of L1 each 100,000 100,000
------- -------
------- -------
ALLOTTED, CALLED UP AND FULLY PAID:
1999 1998
L L
Ordinary share capital 100 100
------- -------
------- -------
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NETWORK SOLUTIONS GROUP LIMITED
MANAGEMENT INFORMATION
YEAR ENDED 31st JANUARY 1999
The following pages do not form part of the statutory financial statements
which are the subject of the auditors' report on page 4.
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NETWORK SOLUTIONS GROUP LIMITED
DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
1999 1998
L L
TURNOVER - -
OVERHEADS
Administrative expenses 697 560
----- -----
LOSS ON ORDINARY ACTIVITIES (697) (560)
----- -----
----- -----
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NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
1999 1998
L L L L
ADMINISTRATIVE EXPENSES
GENERAL EXPENSES:
Sundry expenses 15 -
Auditors remuneration 650 550
------ ------
665 550
FINANCIAL COSTS:
Bank charges 32 10
------ ------
697 560
------ ------
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