Company Registration No. SC388110
 Charity Registration No. SC042118

NAIRN IMPROVEMENT COMMUNITY ENTERPRISE

DIRECTORS’ REPORT AND FINANCIAL STATEMENTS 

FOR THE YEAR ENDED 30 NOVEMBER 2017

	

CONTENTS                                                                                                                             PAGE
	
Directors’ Annual Report                                                                                                                2-5
Independent Examiner’s Report                                                                                                      6
Statement of Financial Activities (incorporating the Income and Expenditure Account)              7
Balance Sheet                                                                                                                                  8
Notes to the Accounts										      9-13

DIRECTORS’ ANNUAL REPORT
YEAR ENDED 30 NOVEMBER 2017

The directors, who are also trustees under charity law, have pleasure in presenting their annual report and the unaudited financial statements of the company for the year ended 30 November 2017.

REFERENCE AND ADMINISTRATIVE DETAILS

Company Registration Number               SC388110            

Registered Charity Name                         Nairn Improvement Community Enterprise                          

Charity Registration Number                  SC042118

Registered Office                                       Drumdelnies
                                            Delnies
                                                                    by Nairn
                                            IV12 5NT
THE DIRECTORS

The directors, who are also trustees under charity law, who served the company during the year were as follows:
                              
                                            Dr A L Noble  (Chairman)
                                            D M Barnett (Secretary & Acting Treasurer)
                                            I Fairweather
                                            J N Hart 
                                            M P Swanson 
                                            M J Hilton
			        S Westbrook (appointed 15 May 2017)
			        Mrs S Hey (appointed 3 July 2017)
			        S Hey  (appointed 3 July 2017)
			        Ms M Lawson (appointed 3 July 2017)

Secretary                                                    Douglas Michael Barnett

Bankers                                                       Royal Bank of Scotland
                                             Inverness Chief Office (C) Branch
			         29 Harbour Road
			         Inverness
         IV1 1NU

Independent Examiner                             Iain A Gordon CA

DIRECTORS’ ANNUAL REPORT (continued)
YEAR ENDED 30 NOVEMBER 2017

The directors, who are also the trustees under charity law, submit their report and financial statements for the year ended 30 November 2017. 

The company was incorporated on 3 November 2010 as a Company Limited by Guarantee and was recognised by OSCR (the Office of the Scottish Charities Regulator) as a Scottish Charity on 7 February 2011. Recognition under the Land Reform Act (Scotland) 2003 - the ‘Right to Buy’ legislation - was granted on 25 September 2012.

At the year end the company had 1016 members being individuals resident in Nairnshire.

Financial Review

The company incurred an operating deficit of £568 on unrestricted funds during the year, and a surplus of £30,389 on restricted funds, this being unspent monies received for specific purposes.  

The company’s net assets at 30 November 2017 were £38,875, comprising a balance of restricted funds of £55,143 , and a negative amount of unrestricted funds of (£16,268), which is funded to the extent of (£15,900) by interest-free loans from directors and their associates.  The loans are documented on terms which state they will be repaid at the discretion of the Company’s board when the Company is in a financially sound state and is able to make such repayment, and that they will be repayable in the event the Company ceases trading, becomes insolvent or is otherwise unable to pay its debts.

Objectives and Activities

The company’s initial activity in 2010 was to act as a lobbying group with particular regard to the town centre of Nairn. The company expressed the views of its members on proposals for the town centre development put forward by The Highland Council and others, and also submitted its own alternative ideas supported by a detailed plan. Recognition as a Community Body was granted by the Minister  on 25th  September 2012, and the directors then sought and received a grant of £10,000 from Awards  For All to conduct a feasibility study for the acquisition, conversion, and use of the Old Social Work building in Nairn town centre. At the completion of the study a tenant was identified, funding to acquire the building was secured, and a business plan agreed with the prospective tenant that was acceptable to Social Investment Scotland who would have lent funds to develop the property, when the prospective tenant decided to locate elsewhere.  It did not prove possible to identify another tenant and in consequence the project lapsed.

In April 2014 the company conducted a survey of community opinion on the future of Nairn's Town Centre in anticipation of a Charrette The Highland Council were about to hold, the outcome of which

DIRECTORS’ ANNUAL REPORT (continued)
YEAR ENDED 30 NOVEMBER 2017

was a strong local consensus of a vision for the town’s future infrastructure and, published in September 2014, a Town Centre Plan.  Two follow-up Charrette events were subsequently held, and at the second, in May 2015, it was agreed that the company was well positioned to be the Social Enterprise to be the lead delivery vehicle for Nairn’s town centre regeneration, working in partnership with the community and various representative bodies and elected members. The company was awarded a £10,000 Grant in 2015 by Scottish Government to facilitate and plan the next steps, and the company engaged an independent consultant, Marion Francis, to develop a Town Centre Action Plan. The company prepared a programme of work beginning with community consultation, and both The Highland Council and a local group known as the Nairn Economic Initiative worked with the company to present a joint event in May 2016.  Further work was done behind the scenes, and in February 2017 Marion Francis presented her findings to a public meeting.

One of two significant events in the year followed an approach to the company the previous year by the head of the Scottish Government’s BID (“Business Improvement District”) department with the suggestion that the company should take the lead in enabling a “BID for Nairnshire” to be prepared.  The directors saw this as completely in line with the company‘s aspirations for regenerating the town, and a Steering Group was formed comprising two of the company’s directors, along with Michael Boylan (Chair of the Association of Nairn Businesses) and Michael Green (Elected Highland Councillor).  It was agreed that the company would act as the funding conduit for the work, and the Steering Group engaged in the task of learning about BIDs, getting sufficient funding for the project to take a BID proposal to ballot, and recruiting a project co-ordinator to lead the work.  Funding of approximately £50,000 in total was secured from Scottish Government, The Highland Council, and Highlands & Islands Enterprise, and an appointment to the key role of project co-ordinator was made in April 2017.  The BID definition preparatory work was substantially complete at 30 November 2017, and at the time of writing this report the BID Ballot on 16 August 2018 yielded a convincing “YES” vote in favour.

The other significant event was an approach by Susan and Samuel Hey with the request that the company take over the fundraising activity #TeamHamish that they had recently started in memory of their young son Hamish.  The directors welcomed the  request, and Susan and Samuel Hey were appointed directors of the company in July 2017, and a separate #TeamHamish bank account was opened to ensure complete separation of the funds raised.  At the time of writing this report the funds raised exceed £100,000 and ideas for using the funds to launch a project to improve the seafront area in collaboration with The Highland Council were presented to the public in June 2018.

Statement of Directors’ Responsibilities

The directors are responsible for preparing the annual 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 elected to prepare the financial statements in accordance with Financial Reporting Standards for Smaller Entities and SORP 2015.  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 surplus or deficit of the company for that year. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and then apply them consistently;
•	make judgement and estimates that are reasonable and prudent; and
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in operation.

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 the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Independent Examiner

Iain A Gordon CA was appointed to act as Independent Examiner as required by OSCR.

Small Company Provisions

The report of the directors has been prepared in accordance with Financial Reporting Standards for Smaller Entities and SORP 2015.

This report was approved by the directors on 2 August 2018 and signed on their behalf by

D M Barnett 
Company Secretary

INDEPENDENT EXAMINER’S REPORT
YEAR ENDED 30 NOVEMBER 2017

I report on the accounts of the company for the year ended 30 November 2017 which are set out on
pages 7 to 13.

Respective Responsibilities of Trustees and Examiner

The charity trustees, who are the directors of the company, are responsible for the preparation of the accounts in accordance with the terms of the Charities and Trustee Investment (Scotland) Act 2005 and the Charities Accounts (Scotland) Regulations 2006 as amended. The charity trustees consider that the audit requirement of Regulation 10(1)(a) to (c) of the 2006 Accounts Regulations does not apply. It is my responsibility to examine the accounts as required under section 44(1) (c) of the Act and to state whether particular matters have come to my attention.

Basis of Independent Examiner’s Statement

My examination is carried out in accordance with Regulation 11 of the 2006 Accounts Regulations as amended. An examination includes a review of the accounting records kept by the charity, and a comparison of the accounts presented with those records. It also includes consideration of any unusual items or disclosures in the accounts, and seeks explanations from the trustees concerning any such matters. The procedures undertaken do not provide all the evidence that would be required in an audit, and consequently I do not express an audit opinion on the view given by the accounts.

Independent Examiner’s Statement

In the course of my examination, no matter has come to my attention:

o	which gives me reasonable cause to believe that in any material respect the requirements to keep accounting records in accordance with Section 44(1) (a) of the 2005 Act and Regulation 4 of the 2006 Accounts Regulations, and to prepare accounts which accord with the accounting records and comply with Regulation 8 of the 2006 Accounts Regulations have not been met;

o	to which, in my opinion, attention should be drawn in order to enable a proper                   understanding of the accounts to be reached.

Iain A Gordon CA
Member of Institute of Chartered Accountants of Scotland
Moss-side
Nairn
IV12 5NZ

           August 2018

STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING THE INCOME AND EXPENDITURE ACCOUNT)  YEAR ENDED 30 NOVEMBER 2017

		Note	Unrestricted Funds	Restricted Funds	Total Funds 2017	Total  Funds 2016	
			£	£	£	£	
	INCOMING  RESOURCES						
	Incoming resources from generated funds						
	Donations	2	-	          33,739	33,739	           -	
	Grants	3	 -	                           18,140 	         18,140	20,750	
	Other Income	4	
-	                -	       -	          - 	
	TOTAL INCOMING RESOURCES		-	51,879	        51,879	20.750	

	RESOURCES EXPENDED						
							
	Charitable activities	5	      135	          21,490	              21,625	(6,106)	
	Governance Costs	6	      433	  -	              433	              (240)	
	TOTAL RESOURCES EXPENDED                 		     568	          21,490	           22,058	             (6,346)	
							
	NET INCOMING RESOURCES BEFORE TRANSFERS		(568)	30,389	         29,821	14,404	
	TRANSFER BETWEEN FUNDS		-	-	-	-	
	NET SURPLUS / (DEFICIT) FOR THE YEAR		      (568)	           30,389	         29,821	              14,404	

	RECONCILIATION OF FUNDS						
							
	Total funds brought forward		    (15,700)	           24,754	          9,054	             (5,350)   	
							
	TOTAL FUNDS CARRIED FORWARD		    (16,268)	            55,143	         38,875	                9,054		
	
The company’s operations are classed as continuing and recognised gains and losses and movement on funds are shown above.  An analysis of funds is included in Note 10.

BALANCE SHEET
YEAR ENDED 30 N	OVEMBER 2017

		Note	                     2017	       2016	
      			£	£	£	£	
	CURRENT ASSETS			 			
	Cash at bank and in hand	      8	48,850		24,954		
	Receivables	9	8,140		-		
			56,990		24,954		
	
CREDITORS: Amounts due within one year	7	2,215				
	NET CURRENT ASSETS			54,775		24,954	
	CREDITORS: Amounts due after more than one year	7	

	(15,900)		(15,900)       	
	NET ASSETS			38,875		9.054	
							
	FUNDS	     10              					
	Unrestricted funds	              		(16,268)		(15,700)	
	Restricted funds			  55,143		24,754	
							
	Total funds			38,875		9,054	

The directors are satisfied that the company is entitled to exemption from the provisions of the Companies Act 2006 (“the Act”) relating to the audit of the financial statements for the year by virtue of section 477, and that no member or members have requested an audit pursuant to section 476 of the Act.  The directors acknowledge their responsibilities for:

i.	ensuring that the company keeps adequate accounting records which comply with section 386 of the Act, and
ii.	preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of the financial year and of its profit or loss for the financial year in accordance with the requirements of section 393 and which otherwise comply with the requirements of the Act relating to financial statements, so far as applicable to the company.

These financial statements have been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006 and with the Financial Reporting Standard for Smaller Entities (effective April 2008), and these financial statements were approved by the directors on 2 August 2018 and are signed on their behalf by:

D M Barnett                                                                                                              I Fairweather
     August 2018							      August 2018   

The notes on pages 9 to 13 form part of these financial statements.
NOTES TO THE ACCOUNTS
YEAR ENDED 30 NOVEMBER 2017

     1	Basis of Accounting	

The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards, the Statement of Recommended Practice “ Accounting and Reporting by Charities” issued in March 2005 (SORP 2005), and the Companies Act 2006, and in accordance with the Financial Reporting Standard for Smaller Entities (effective 2008).    
	
Incoming Resources 

Incoming resources are recognised in the statement of financial activities when entitlement has passed to the company and the amounts are certain and measurable. Any incoming resources received in an accounting year that relate exclusively to future years are deferred on the Balance Sheet.
	
Resources Expended 

Expenditure is recognised in the statement of financial activities when a liability is incurred or increased without a commensurate increase in recognised assets or a reduction in liabilities.
	
Funds

Restricted Funds

These represent income receivable that is subject to specific restrictions for use determined by the donor which are narrower than the company’s general objects.

Unrestricted Funds

These represent all other funds held for the general purposes of the company. 

2	Donations			
	Unrestricted Funds	Restricted
Funds	    Total 
2017	Total 
2016	
	   £    	 £    	 £    	 £    	
#TeamHamish Donations (net of bank charges)	-	33,739	33,739	-	
	-	-	-	-	
Total	-	33,739	33,739	-	
	-	33,739	33,739	-	

NOTES TO THE ACCOUNTS (continued)
YEAR ENDED 30 NOVEMBER 2017

  3	Grants			
	Unrestricted Funds	Restricted Funds	Total 
2017	Total 
2016	
	£    	 £    	£    	 £    	
Scottish Government
Community Learning Exchange
The Highland Council	-	

10,000	

10,000	   20,000
750	
Highlands & Islands Enterprise (note 9)		8,140	8,140		
Total	-	18,140	18,140	20,750	

    4	Other Income			
	Unrestricted Funds	Restricted Funds	Total 
2017	Total 
2016	
	£    	 £    	£    	 £    	
	-	-	-	-	
Total	-	-	-	-	

   5	Charitable Activities			
	Unrestricted Funds	    Restricted  Funds	Total 
2017	  Total 
2016	
	£ 	         £	£	  £	
Town Centre Consultation		4,590	        4,590	5,246	
DTAS Membership Fee	75		75	50	
Bank Charges	60		60	60	
BID Expenditure		16,900	16,900	750	
Total	135	21,490	    21,625	6,106	

6	Governance Costs			
	Unrestricted Funds	    Restricted  Funds	Total 
2017	  Total 
2016	
	£ 	         £	£	  £	
AGM Costs	407	-	        407	227	
Companies House Fee	26	-	26	13	
Total	433	-	  433	240	

NOTES TO THE ACCOUNTS (continued)
YEAR ENDED 30 NOVEMBER 2017

7	Creditors: Amounts due within one year			
	Unrestricted Funds	Restricted Funds	Total 
2017	Total 
2016	
	£    	 £    	£    	 £    	
Accruals – Coigach Consulting 	-	2,215	2,215	-	
					
Total	-	2,215	2,215	-	

   	Creditors: Amounts due after more than one year			
	Unrestricted Funds	Restricted Funds	Total 
2017	Total 
2016	
	£    	 £    	£    	 £    	
Interest-free loans from directors	15,900	
-	
15,900	
15,900	
					
Total	15,900	-	15,900	15,900	

The interest-free loans are on agreed written terms which state they will be repaid at the discretion of the Company’s board when the Company is able to make such repayment.  The Directors have declared that, even if funds become available, the loans shall not be  repaid before 1 September 2019.

8	Cash at Bank and in Hand			
	Unrestricted Funds	Restricted Funds	Total 
2017	Total 
2016	
	£    	 £    	£    	 £    	
General Account	(368)	15,479	15,111	24,954	
#TeamHamish Account	-	33,739	33,739	-	
					
Total	(368)	49,218	48,850	24,954	

NOTES TO THE ACCOUNTS (continued)
YEAR ENDED 30 NOVEMBER 2017

9	Receivables: Amounts due within one year			
	Unrestricted Funds	Restricted Funds	Total 
2017	Total 
2016	
	£    	 £    	£    	 £    	
Accrued Income – Highland & Islands Enterprise 	-	8,140	8,140	-	
					
Total	-	8,140	8,140	-	

10	Movement on Funds

	At 1 December 2016
£	Incoming Resources
£	Resources Expended
£	Transfers Between Funds
£	At
30 November 2017
£	
Restricted Funds						
Town Centre Project	4,754	-	(4,590)	-	164	
Business Improvement District	20,000	18,140	(16,900)	-	21,240	
#TeamHamish	-	33,739	-		33,739	
Sub total	24,754	          51,879	(21,490)	-	     55,143	
						
Unrestricted Funds						
General Fund 	(15,700)	-	(568)	-	(16,268)	
						
Sub total	(15,700)	-	(568)	-	(16,268)	
						
Total Funds	9,054	       51,879	        (22,058)	-	     38,875 	

NOTES TO THE ACCOUNTS (continued)
YEAR ENDED 30 NOVEMBER 2017

11   Related Party Transactions

No director or other person related to the company had any personal interest in any contract or transaction entered into by the company during the year. Four directors and their associates made interest-free loans totalling £15,900 (2016 – £15,900) to the company with no fixed repayment date. 

12   Staff

During the year, Nairn Improvement Community Enterprise has not employed any staff.

13   Directors’ Remuneration

No fees or emoluments were payable or paid to the directors in the year, in accordance with the company’s Articles.  

14   Company Limited by Guarantee

The liability of members is limited by guarantee. In the event of the company being wound up during the year of membership or in the following year, members would be required to contribute an amount not exceeding £1. 

15   Taxation

As a charity, Nairn Improvement Community Enterprise is exempt from tax on income and gains falling within Section 505 of the Taxes Act 1988 or S256 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable objects. No tax charges have arisen in the charity. The company is not registered for VAT.