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REG - Triple Point Inc VCT - Annual Financial Report <Origin Href="QuoteRef">TPV1.L</Origin> - Part 3

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does not believe
it is sufficient to influence its independence or objectivity due to the fee being an immaterial expense. Non audit
services for the current financial year have not been provided by the auditor. 
 
When considering whether to recommend the reappointment of the external auditor the audit committee takes into account its
current fee tender compared to the external audit fees paid by other similar companies. The audit committee will then
recommend to the Board the appointment of an external auditor which is ratified at the Annual General Meeting. 
 
The Auditing Practices Board requires the audit partner to rotate every five years. The audit partner rotated in the prior
year. No audit tender has been undertaken since the Company was incorporated. Under the requirements of the UK Corporate
Governance Code (September 2014) listed companies are required to put their audit out to tender every 10 years. As such the
Company will put their audit out to tender after the AGM in July 2017. 
 
The effectiveness of the external audit is assessed as part of the Board evaluation conducted annually and by the quality
and content of the audit plan provided to the audit committee by the external auditor and the discussions then held on
topics raised. The audit committee will challenge the external auditor at the audit committee meeting if appropriate. 
 
The audit committee's terms of reference include the following roles and responsibilities: 
 
·      reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and
other formal announcements or regulatory returns relating to the Company's financial performance, reviewing significant
financial reporting judgements contained in them; 
 
·      reviewing and making recommendations to the Board in relation to the Company's internal control (including internal
financial control) and risk management systems; 
 
·      periodically considering the need for an internal audit function; 
 
·      making recommendations to the Board in relation to the appointment, re-appointment and removal of the external
auditor and approving the remuneration and terms of engagement of the external auditor; 
 
·      reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit
process, taking into consideration relevant UK professional regulatory requirements; 
 
·      monitoring the extent to which the external auditor is engaged to supply non-audit services; and 
 
·      ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns
raised confidentially by staff in relation to propriety of financial reporting or other matters. 
 
The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as
a result of the review. The terms of reference are available on request from the Company Secretary. 
 
The Board considers that the members of the committee collectively have the skills and experience required to discharge
their duties effectively, and that the Chairman of the committee meets the requirements of the UK Corporate Governance Code
(September 2014) as to relevant financial experience. 
 
The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the
Company  and the nature of the Company's business.  However, the committee considers annually whether there is a need for
such a function and, if there were, would recommend it be established. 
 
In respect of the year ended 31 March 2017, the audit committee discharged its responsibilities by: 
 
·      reviewing and approving the external auditor's terms of engagement and remuneration and independence; 
 
·      reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key
risks and confirmation of auditor independence; 
 
·      reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those
controls in minimising the impact of key risks; 
 
·      reviewing periodic reports on the effectiveness of TPIM's compliance procedures; 
 
·      reviewing the appropriateness of the Company's accounting policies; 
 
·      reviewing the Company's half-yearly results and draft annual Financial Statements prior to Board approval; 
 
·      reviewing the external auditor's audit plan document to the audit committee on the annual Financial Statements; and 
 
·      reviewing the Company's going concern status. 
 
The audit committee is responsible for considering and reporting on any significant issues that arise in relation to the
Financial Statements. 
 
The key areas of risk that have been identified and considered by the audit committee in relation to the business
activities and the Financial Statements of the Company are as follows: 
 
·      valuation and existence of unquoted investments; and 
 
·      compliance with HM Revenue & Customs conditions for maintenance of approved Venture Capital Trust status. 
 
The audit committee relies on the Investment Manager to assess the valuation of unquoted investments and the existence of
those investments. The Investment Manager has a director on the board of all the investee companies and meets regularly
with the other directors and hence has an oversight of all the investments made. The audit committee have reviewed the
valuations and discussed them with both the Investment Manager and the external auditor to confirm the valuation of the
unquoted investments and the existence of those investments. 
 
The Investment Manager has confirmed to the audit committee that the conditions for maintaining the Company's status as an
approved Venture Capital Trust had been complied with throughout the year. The position is also reviewed by Philip Hare &
Associates LLP in its capacity as adviser to the Company on taxation matters. 
 
The audit committee has considered the whole Report and Accounts for the year ended 31 March 2017 and has reported to the
Board that it considers them to be fair, balanced and understandable providing the information necessary for shareholders
to assess the Company's position, performance, business model and strategy. 
 
Internal Control 
 
The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal
controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets
are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a
system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal
controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this
process an annual review of the internal control systems is carried out. The review covers all material controls including
financial, operational and risk management systems. The Directors regularly review financial results and investment
performance with the Investment Manager. 
 
The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying,
evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify the risks
to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks
which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks
are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year. 
 
TPIM is engaged to provide administrative including accounting services and retains physical custody of the documents of
title relating to investments. 
 
The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company
and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that
proper accounting records are maintained. 
 
Internal control systems include the production and review of quarterly bank reconciliations and management accounts. The
VCT is subject to a full annual audit. The auditors are the same auditors as other VCTs managed by the Investment Manager.
The Investment Manager's procedures are subject to internal compliance checks. 
 
Going Concern 
 
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources
to continue in business for at least the next 12 months. The Board receives regular reports from the Investment Manager and
the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been
identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements. 
 
Relations with Shareholders 
 
The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business
of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager
on matters relating to the Company's operation and performance. The Board and the Investment Manager will also respond to
any written queries made by shareholders during the course of the year and both can be contacted at 18 St Swithin's Lane,
London, EC4N 8AD or on 020 7201 8989. 
 
Compliance Statement 
 
The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (September 2014)
provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider
that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance
Code (September 2014). 
 
1.  New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on
an individual basis as they arise (B.4.1). 
 
2.  Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board,
its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt
with as they arise (B.6.1, B.6.3). 
 
3.  The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate
for the Company (A.4.1). 
 
4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not
consider that an internal audit would be an appropriate control for a Venture Capital Trust (C.3.6). 
 
5.  As all the Directors are Non-Executive, it is not considered appropriate to appoint a Nomination or Remuneration
Committee (B.2.1 and D.2.1). 
 
6.  The Audit committee includes three Non-Executive Directors all of whom are considered independent. David Frank is
Chairman of the Company and is also chairman of the audit committee but it is not considered appropriate to appoint another
independent director. The Board regularly reviews the independence of its Directors (C.3.1). 
 
On behalf of the Board 
 
David Frank 
 
Chairman 
 
15 June 2017 
 
Directors' Remuneration Report 
 
Introduction 
 
This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and
Reports) Regulations 2008, in respect of the year ended 31 March 2017.  This report also meets the Financial Conduct
Authority's Listing Rules and describes how the Board has applied the principles relating to Directors' remuneration set
out in UK Corporate Governance Code (issued September 2014). The reporting requirements require two sections to be
included, a Policy Report and an Annual Remuneration Report which are presented below. 
 
Directors' Remuneration Policy Report 
 
This statement of the Directors' Remuneration Policy was effective following approval by shareholders at the Annual General
Meeting on 24 July 2014. The Board currently comprises three Directors, all of whom are Non-Executive. The Board does not
have a separate remuneration committee as the Company has no employees or executive directors. The Board has not retained
external advisers in relation to remuneration matters but has access to information about Directors' fees paid by other
companies of a similar size and type. No views which are relevant to the formulation of the Directors' remuneration policy
have been expressed to the Company by shareholders, whether at a general meeting or otherwise. 
 
The Board's policy is that the remuneration of Non-Executive Directors should reflect the experience of the Board as a
whole, be fair and be comparable with that of other relevant Venture Capital Trusts that are similar in size and have
similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and
retain the Directors needed to oversee the Company properly and to reflect the specific circumstances of the Company, the
duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs. The
articles of association provide that the Directors shall be paid in aggregate a sum not exceeding £100,000 per annum. None
of the Directors are eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits
in respect of their services as Non-Executive Directors of the Company. 
 
The articles of association provide that Directors shall retire and be subject to re-election at the first Annual General
Meeting after their appointment and that any Director who has not been re-elected for three years shall retire and be
subject to re-election at the Annual General Meeting. Also any Director not considered independent shall retire each year
and offer himself for re-election at the Annual General Meeting.  The Directors' service contracts provide for an
appointment of 12 months, after which three months' written notice must be given by either party. A Director who ceases to
hold office is not entitled to receive any payment other than accrued fees (if any) for past services. The same policies
will apply if a new Director is appointed. 
 
Details of each Director's contract are shown below. The Chairman is paid more than the other Directors to reflect the
additional responsibilities of that role. There are no other fees payable to the Directors for additional services outside
of their contracts. 
 
                        Date of Contract  Unexpired term of contract at                31 March 2017  Annual rate of Directors' fees  Policy on payment of loss of office  
                                                                                                      £                                                                    
 David Frank, Chairman  11-Nov-10         None                                                        20,000                          None                                 
 Simon Acland           12-Mar-09         None                                                        17,500                          None                                 
 Michael Stanes         21-Nov-12         None                                                        17,500                          None                                 
 
 
It was agreed that the Directors' remuneration would increase when the E Share Class Offer was launched, in the case of
David Frank, to £20,000 and in the case of the other Directors to £17,500. 
 
Annual Remuneration Report 
 
The remuneration policy described above has not changed during the last three years. Approval to renew the policy will be
sought on 13 July 2017 at the Annual General Meeting and will remain unchanged for another three year period. The Board
will review the remuneration of the Directors in line with the VCT industry on an annual basis, if thought appropriate. 
Otherwise, only a change in role is likely to incur a change in remuneration of any one Director. 
 
Directors' Remuneration (audited information) 
 
The fees paid to Directors in respect of the year ended 31 March 2017 and the prior year are shown below: 
 
                                   Emoluments for the year ended  Emoluments for the year ended  31 March 2016  
                                   31 March 2017                                                                
                                   £                              £                                             
 David Frank                       18,492                         17,500                                        
 Simon Acland                      15,992                         15,000                                        
 Michael Stanes                    15,992                         15,000                                        
                                   50,476                         47,500                                        
 Employers' NI contributions  607  1,197                          
 Total Emoluments                  51,083                         48,697                                        
 
 
None of the Directors is eligible for bonuses, pension benefits, share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of the Company. 
 
Information required on executive Directors, including the Chief Executive Officer and employees, has been omitted because
the Company has neither and therefore it is not relevant. 
 
Directors' emoluments compared to payments to shareholders: 
 
                                    31 March 2017  31 March 2016  
                                    £'000          £'000          
 Dividends paid:                                   
 ·      Ordinary Shareholders  -    4,177          
 ·      A Shareholders         -    2,310          
 ·      C Shareholders         672  -              
 Share buy-backs               -    11             
 Total paid to shareholders    672  6,498          
 Directors' emoluments         51   48             
 
 
Directors' Share Interests (audited information) 
 
At 31 March 2017 the Directors held no shares in the Company (2016: none). At 31 March 2017 Simon Acland's wife held 48,750
D Class Shares (2016: 48,750). There have been no changes in the holdings of the Directors or their connected parties
between 31 March 2017 and the date of this report. There are no requirements or restrictions on Directors holding shares in
the Company. 
 
Company Performance 
 
There have been no material trades in the Company's shares in the period under review. Therefore, no performance graph
comparing the share price of the Company over the year ended 31 March 2017 with the total return from a notional investment
in the FTSE All-Share index over the same period has been included. 
 
No market maker has been appointed and therefore no current bid and offer price is available for the Company's shares.
However the Board's policy is to buy back shares from shareholders at a 10% discount to net asset value. The Company will
produce a graph of its share performance once there is sufficient activity that the graph would be meaningful to
shareholders. 
 
Statement of Voting at the Annual General Meeting 
 
The 2016 Remuneration Report was presented to the Annual General Meeting in July 2016 and received shareholder approval
following a vote. 97% of those voting were in favour and no one abstained. 
 
The 2014 Remuneration Policy was presented to the Annual General Meeting in July 2014 and received shareholder approval
following a vote 100% in favour and none abstained. 
 
Statement of the Chairman 
 
At 31 March 2017 the Directors' fees are fixed at £20,000 for the Chairman and £17,500 for each of the other Directors. The
remuneration of the Directors reflects the experience of the Board as a whole and is fair and comparable with that of other
relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures. 
 
On behalf of the Board 
 
David Frank 
 
Chairman 
 
15 June 2017 
 
Independent auditor's report to the members of Triple Point Income VCT plc 
 
 Our opinion on the financial statements is unmodifiedIn our opinion the financial statements:       ·     give a true and fair view of the state of the Company's affairs as at 31 March 2017 and of its profit for the year then ended;·     have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and·     have been prepared in accordance with the requirements of the Companies Act 2006.  
 
 
Who we are reporting to 
 
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of 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 auditor's 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. 
 
What we have audited 
 
Triple Point Income VCT plc's financial statements for the year ended 31 March 2017 comprise the Statement of Comprehensive
Income, the Balance Sheet, the Statement of Changes in Shareholders' Equity, the Statement of Cash Flows and the related
notes. 
 
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the
European Union. 
 
   Overview of our audit approach·    Overall materiality: £445,000, which represents approximately 1% of the Company's net assets; and·    Key audit risks were identified as valuation of unquoted investments and completeness of investment income.  
 
 
Our assessment of risk 
 
In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the
greatest effect on our audit: 
 
 Valuation of unquoted investments (including assets held for sale) The Company's objective is to build a portfolio of investments in unquoted companies which are cash generative and, therefore, capable of producing income and capital repayments to the Company prior to their disposal by the Company. Unquoted investments amount, by value, to 90.5% of the Company's total assets, and are designated as being at fair value through profit or loss. Measurement of the value of an unquoted investment includes significant assumptions and judgements. We therefore identified the valuation of unquoted investments as a significant risk requiring special audit consideration.  Our audit work included, but was not restricted to:·   assessing whether the Company's accounting policy for unquoted investments is in accordance with the requirements of IFRSs as adopted by the European Union and the Association of Investment Companies  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              (AIC) Statement of Recommended Practice (SORP) and testing whether the Company has accounted for unquoted investments in accordance with the policy; ·   ascertaining an understanding of how the valuations were performed by obtaining the underlying models  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              from the investment manager, discussing the review process and considering whether they were made in accordance with published guidance, in particular the International Private Equity and Venture Capital (IPEVC) Valuation Guidelines;·   reviewing and      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              challenging the basis and reasonableness of the assumptions made by the investment manager in conjunction with available supporting information, such as the corroboration of financial inputs to the relevant investee company management accounts or offer    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              letters from the potential buyer as applicable; and·   for a sample of investments, engaging our valuation specialists to gain comfort over the discount rates used. The Company's accounting policies on non-current asset investments and assets held for sale 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              are included in note 2, and its disclosures about unquoted investments held at the year end are included in note 10. The Audit Committee also identified and considered the valuation and existence of unquoted investments as a key area of risk in their      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              report included within the Corporate Governance Statement on page 31, where the Committee also described theaction that it has taken to address this risk.                                                                                                      
 Completeness of investment income Revenue consists of interest earned on loans and cash balances, and dividend income received from investee companies. Under International Standard on Auditing (ISA) 240 'The auditor's responsibilities relating to fraud in an audit of financial statements', there is a presumed risk of fraud in revenue recognition. Revenue is also a key factor in demonstrating the performance of the Company's portfolio and considered a significant risk requiring special audit consideration.                                                                                                                                                               Our audit work included, but was not restricted to:·   assessing whether the Company's accounting policy for revenue recognition is in accordance with the IFRSs as adopted by the European Union and the AIC SORP and testing its correct application during   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              the year; ·   performing substantive audit testing on interest income recognised during the year by comparing the actual to expected income, calculated using the interest rates in the loan instruments; and·   for accrued interest income, reviewing         
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              management's assessment of recoverability by checking to post year end receipts and also by discussion with management.  The Company's accounting policy on income, including its recognition, is included in note 2, and its disclosures about investment      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              income recognised in the year are included in note 4.                                                                                                                                                                                                           
 
 
Completeness of investment income Revenue consists of interest earned on loans and cash balances, and dividend income
received from investee companies. Under International Standard on Auditing (ISA) 240 'The auditor's responsibilities
relating to fraud in an audit of financial statements', there is a presumed risk of fraud in revenue recognition. Revenue
is also a key factor in demonstrating the performance of the Company's portfolio and considered a significant risk
requiring special audit consideration. 
 
Our audit work included, but was not restricted to:·   assessing whether the Company's accounting policy for revenue
recognition is in accordance with the IFRSs as adopted by the European Union and the AIC SORP and testing its correct
application during the year; ·   performing substantive audit testing on interest income recognised during the year by
comparing the actual to expected income, calculated using the interest rates in the loan instruments; and·   for accrued
interest income, reviewing management's assessment of recoverability by checking to post year end receipts and also by
discussion with management.  The Company's accounting policy on income, including its recognition, is included in note 2,
and its disclosures about investment income recognised in the year are included in note 4. 
 
Our application of materiality and an overview of the scope of our audit 
 
Materiality 
 
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the
nature, timing and extent of our audit work and in evaluating the results of that work. 
 
We determined materiality for the audit of the financial statements as a whole to be £445,000, which is approximately 1% of
the Company's net assets. This benchmark is considered the most appropriate because net assets, which are primarily
composed of the Company's investment portfolio, is considered to be the key driver of the Company's total return
performance. 
 
Materiality for the current year is higher than the level that we determined for the year ended 31 March 2017 to reflect
the increase in the Company's net assets. 
 
We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at
75% of financial statement materiality. We also determine a lower level of specific materiality for certain areas such as
the statement of total comprehensive income, directors' remuneration and related party transactions. 
 
We determined the threshold at which we will communicate misstatements to the audit committee to be £22,000. In addition,
we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. 
 
Overview of the scope of our audit 
 
A description of the generic scope of an audit of financial statements is provided on the Financial Reporting Council's
website at www.frc.org.uk/auditscopeukprivate. 
 
We conducted our audit in accordance with ISAs (UK and Ireland). Our responsibilities under those standards are further
described in the 'Responsibilities for the financial statements and the audit' section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 
 
We are independent of the Company in accordance with the Auditing Practices Board's Ethical Standards for Auditors, and we
have fulfilled our other ethical responsibilities in accordance with those Ethical Standards. 
 
Our audit approach was based on a thorough understanding of the Company's business and is risk based. The day-to-day
management of the Company's investment portfolio and the maintenance of the Company's accounting records is outsourced to
third-party service providers. Accordingly, our audit work included: 
 
·     obtaining an understanding of and evaluating design and implementation of controls in place at the relevant third
party service providers around key audit risks areas; and 
 
·     undertaking substantive testing on significant transactions, balances and disclosures, the extent of which was based
on various factors such as our overall assessment of risk of material misstatement and the effectiveness of design and
implementation of controls around such areas. 
 
Other reporting required by regulations 
 
 Our opinions on other matters prescribed by the Companies Act 2006 are unmodifiedIn our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit:·     the information given in the Strategic Report and the  Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements;·     the   
 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements;·     the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance 
 with applicable legal requirements; and·     information about the Company's corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.                                                                                                                                                                                                                                                          
 
 
Matters on which we are required to report under the Companies Act 2006 
 
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we
have not identified material misstatements in: 
 
·     the Strategic Report or the Report of the Directors; or 
 
·     the information about internal control and risk management systems in relation to financial reporting processes and
about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules. 
 
Matters on which we are required to report by exception 
 
Under the Companies Act 2006 we are required 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 and the part of the Directors' Remuneration Report to be audited 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 
 
·     a Corporate Governance Statement has not been prepared by the Company. 
 
Under the Listing Rules, we are required to review: 
 
·     the directors' statements in relation to going concern and longer-term viability set out on pages 32 and 11
respectively; and 
 
·     the part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK
Corporate Governance Code specified for our review. 
 
Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is: 
 
·     materially inconsistent with the information in the audited financial statements; or 
 
·     apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in
the course of performing our audit; or 
 
·     otherwise misleading. 
 
In particular, we are required to report to you if: 
 
·     we have identified any inconsistencies between our knowledge acquired during the audit and the directors' statement
that they consider the annual report is fair, balanced and understandable; or 
 
·     the annual report does not appropriately disclose those matters that were communicated to the audit committee which
we consider should have been disclosed. 
 
We have nothing to report in respect of any of the above matters. 
 
We also confirm that we do not have anything material to add or to draw attention to in relation to: 
 
·    the directors' confirmation in the annual report that they have carried out a robust assessment of the principal risks
facing the Company including those that would threaten its business model, future performance, solvency or liquidity; 
 
·    the disclosures in the annual report that describe those risks and explain how they are being managed or mitigated; 
 
·    the directors' statement in the financial statements about whether they have considered it appropriate to adopt the
going concern basis of accounting in preparing them, and their identification of any material uncertainties to the
Company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial
statements; and 
 
·    the directors' explanation in the annual report as to how they have assessed the prospects of the Company, over what
period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due
over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or
assumptions. 
 
Responsibilities for the financial statements and the audit 
 
What the directors are responsible for: 
 
As explained more fully in the Directors' Responsibilities Statement set out on page 28, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view. 
 
What we are responsible for: 
 
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and
ISAs (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for
Auditors. 
 
Nicholas Page 
 
Senior Statutory Auditor 
 
for and on behalf of Grant Thornton UK LLP 
 
Statutory Auditor, Chartered Accountants 
 
London 
 
15 June 2017 
 
Unaudited Non-Statutory Analysis of - The Ordinary Share Fund 
 
 Statement of Comprehensive Income                        Year ended                 Year ended     
                                                          31 March 2017              31 March 2016  
                                                          Revenue        Capital     Total                         Revenue     Capital  Total    
                                                          £'000          £'000       £'000                         £'000       £'000    £'000    
 Investment income                                        421            -           421                           694         -        694      
 Realised gain on investments                             -              -           -                             -           342      342      
 Unrealised gain on investments                           -              258         258                           -           80       80       
 Investment return                                        421            258         679                           694         422      1,116    
 Investment management fees                               (163)          (43)        (206)                         (183)       (61)     (244)    
 Other expenses                                           (44)           -           (44)                          (127)       (16)     (143)    
 Profit before taxation                                   214            215         429                           384         345      729      
 Taxation                                                 (43)           12          (31)                          (33)        12       (21)     
 Profit after taxation                                    171            227         398                           351         357      708      
 Profit and total comprehensive income for the year       171            227         398                           351         357      708      
 Basic and diluted earnings per share                     0.88p          1.17p       2.05p                         1.80p       1.84p    3.64p    
                                                                                                                                                 
                                                                         Year ended                                Year ended  
 Balance Sheet                                            31 March 2017              31 March 2016  
                                                                                     £'000                                              £'000    
 Non-current assets                                                                                                                              
 Financial assets at fair value through profit or loss                               11,705                                             11,992   
                                                                                                                                                 
 Current assets                                                                                                                                  
 Assets held for sale                                                                -                                                  608      
 Receivables                                                                         334                                                333      
 Cash and cash equivalents                                                           1,632                                              326      
                                                                                     1,966                                              1,267    
 Current liabilities                                                                                                                             
 Payables                                                                            (98)                                               (84)     
 Net assets                                                                          13,573                                             13,175   
                                                                                                                                                 
 Equity attributable to equity holders                                               13,573                                             13,175   
 Net asset value per share                                                           69.74p                                             67.69p   
                                                                                                                                                 
 Statement of Changes in Shareholders' Equity                                                                                                    
                                                                         Year ended                                Year ended  
                                                          31 March 2017                             31 March 2016  
                                                                                     £'000                                              £'000    
                                                                                                                                                 
 Opening shareholders' funds                                                         13,175                                             16,649   
 Purchase of own shares                                                              -                                                  (7)      
 Issue of new shares                                                                 -                                                  3        
 Profit for the year                                                                 398                                                708      
 Dividends paid                                                                      -                                                  (4,178)  
 Closing shareholders' funds                                                         13,573                                             13,175   
                                                                                                                                                 
 
 
                                                        31 March 2017             31 March 2016  
                                                        Cost           Valuation                 Cost    Valuation  
                                                        £'000          %          £'000          %                  £'000   %       £'000   %       
                                                                                                                                                    
 Unquoted qualifying holdings                           9,381          73.62      10,000         74.98              10,646  84.54   11,014  85.21   
 Unquoted non-qualifying holdings                       1,730          13.58      1,705          12.78              1,618   12.84   1,586   12.27   
 Financial assets at fair value through profit or loss  11,111         87.20      11,705         87.76              12,264  97.38   12,600  97.48   
 Cash and cash equivalents                              1,632          12.80      1,632          12.24              326     2.62    326     2.52    
                                                        12,743         100.00     13,337         100.00             12,590  100.00  12,926  100.00  
                                                                                                                                                    
 Unquoted Qualifying Holdings                                                                                                                       
 Cinema digitisation                                                                                                                                
 Digima Ltd                                             1,262          9.90       1,296          9.72               1,262   10.02   1,274   9.86    
 Digital Screen Solutions Ltd                           2,020          15.85      2,070          15.52              2,020   16.04   2,020   15.63   
 Solar                                                                                                                                              
 C More Energy Ltd                                      1,000          7.85       1,221          9.15               1,000   7.94    1,153   8.92    
 Green Energy for Education Ltd                         475            3.73       752            5.64               475     3.77    608     4.70    
 PJC Renewable Energy Ltd                               5              0.04       -              -                  5       0.04    5       0.04    
 Hydroelectric Power                                                                                                                                
 Elementary Energy Ltd                                  2,060          16.17      2,102          15.76              2,060   16.36   2,130   16.48   
 Green Highland Shenval Ltd                             359            2.82       359            2.69               1,624   12.90   1,624   12.56   
 Gas Power                                                                                                                                          
 Green Peak Generation Ltd                              2,200          17.26      2,200          16.50              2,200   17.47   2,200   17.02   
                                                        9,381          73.62      10,000         74.98              10,646  84.54   11,014  85.21   
                                                                                                                                                    
 Unquoted Non-Qualifying Holdings                                                                                                                   
 Crematorium Management                                                                                                                             
 Furnace Managed Services Ltd                           620            4.87       592            4.44               820     6.51    788     6.10    
 Hydroelectric Power                                                                                                -               -               
 Elementary Energy Ltd                                  310            2.43       310            2.32               344     2.73    344     2.66    
 Gas Power                                                                                                                                          
 Green Peak Generation Limited                          -              -          -              -                  4       0.03    4       0.03    
 SME Funding                                                                                                                                        
 Hydroelectric Power:                                                                                                                               
 Broadpoint 2 Ltd                                       350            2.75       350            2.62               -       -       -       -       
 Other:                                                                                                                                             
 Funding Path Ltd                                       450            3.53       453            3.40               450     3.57    450     3.48    
                                                        1,730          13.58      1,705          12.78              1,618   12.84   1,586   12.27   
 
 
Unaudited Non-Statutory Analysis of - The A Ordinary Share Fund 
 
 Statement of Comprehensive Income                            Year ended                 Year ended     
                                                              31 March 2017              31 March 2016  
                                                              Revenue        Capital     Total                         Revenue     Capital  Total    
                                                              £'000          £'000       £'000                         £'000       £'000    £'000    
 Investment income                                            110            -           110                           490         -        490      
 Realised loss on investments                                 -              -           -                             -           (362)    (362)    
 Unrealised gain/(loss) on investments                        -              7           7                             -           (101)    (101)    
 Investment return                                            110            7           117                           490         (463)    27       
 Investment management fees                                   (30)           (8)         (38)                          (39)        (13)     (52)     
 Other expenses                                               (6)            -           (6)                           (10)        (4)      (14)     
 Profit/(loss) before taxation                                74             (1)         73                            441         (480)    (39)     
 Taxation                                                     (15)           3           (12)                          (1)         2        1        
 Profit/(loss) after taxation                                 59             2           61                            440         (478)    (38)     
 Profit/(loss) and total comprehensive income for the year    59             2           61                            440         (478)    (38)     
 Basic and diluted earnings/(loss) per share                  1.15p          0.03p       1.18p                         8.57p       (9.29p)  (0.72p)  
                                                                                                                                                     
                                                                             Year ended                                Year ended  
 Balance Sheet                                                31 March 2017              31 March 2016  
                                                                                         £'000                                              £'000    
 Non-current assets                                                                                                                                  
 Financial assets at fair value through profit or loss                                   957                                                950      
                                                                                                                                                     
 Current assets                                                                                                                                      
 Assets held for sale                                                                    789                                                789      
 Receivables                                                                             311                                                313      
 Cash and cash equivalents                                                               146                                                78       
                                                                                         1,246                                              1,180    
 Current liabilities                                                                                                                                 
 Payables                                                                                (24)                                               (12)     
 Net assets                                

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