carpet wallah
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Posts posted by carpet wallah
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Small companies exemption means they don't have to file a profit and loss account with Companies House - and they didn't.CRT will, of course, be all over this and, from one or two earlier postings, seem likely to explore with the IP just what these inter-company charges actually represent. If anyone does have access to the last published accounts of QMP and would care to post some of the profit/ loss or income/expenditure figures then matters might become a little clearer.
I would not have a great deal of confidence in a workforce drawn from a community whose membership contains a fair number who are seemingly blind to the reality of the current situation.
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Is this a typo?In respect of item 2, I am talking about the 20 or so moorers who have leases (rather that those who simply have contracts).
I don't know how or why these debts exist.
The figures are from QMP's Statement of Affairs (produced prior to the creditors meeting).
"PLM owes QMP £1.6m".
You have just stated that total unsecured creditors of QMP = £3.4m. Therefore the £1.6m is part of this and QMP OWES PLM.
(though, how the hell that can be !?)
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No-one knows, or those that do are not telling.
The 'accounts' showed QMP as having zero assets, so, if they did own the marina then they disposed of it sometime before going into administration
http://companycheck.co.uk/company/06002831/QUORN-MARINA-PROPERTIES-LIMITED
QMP Ltd still owns the marina as per their last set of accounts 30 June 2012.
The communication to moorers from Phil Spencer of CaRT, post the Creditors' meeting, states "At present however the land remains owned by QMP"
I think you will find that these free company check sites only show CURRENT assets in the free info and not FIXED assets. This is what has led to a lot of confusion in this topic. The two figures they do show are the CURRENT liabilities (1,909,909) and the company's net worth (-£2,084,480)
The calculation actually goes: Fixed Tangible assets = £2,575,429 (Marina)
Creditors : amounts falling due within one year = (£1,909,909)
665,520
Creditors : amounts falling due after one year (£2,750,000) (Long Term Loan)
Net Worth (£2,084,480)
Interestingly, in the 2009 accounts, the value of the fixed assets was marked down from £3,864,520 to £2,520,000 and the Auditor added the following note:-
1.2 Going Concern
During the year an impairment provision of £1,344,520 was made on the company's freehold property
and as a result the company had a balance sheet deficit of £1,739,563 on the 30 June 2009.
The accounts have been prepared on a going concern basis on the understanding that the parent company,
other group company and M Steadman will continue to financially support the company until sufficient future
rental income is received to repay them.
Similar notes have been appended to all the accounts since.
That didn't happen then, did it !
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OK then if that is the case that is good as the liquidator will be able to sell off the marina and get the money for the creditors. I thought the scam here was that the Marina was not actually owned by QMP and they had no assets, yet they were the one with the NAA.
That would be good - except that Steadman's secured loans to QMP are far in excess of the book value of the marina, so nothing will be left to distribute to CaRT and any other unsecured creditors.
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Bump. - "Walking Through History" less than 1 hour away
Somebody please remind me nearer the time, as I have a memory like a sieve at the moment!
Janet
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OK I am struggling here a bit so I may have got this wrong.
First off CRT seen to be on the ball and are going to avoid being scammed again. It seems to be that agreeing to have the NAA with a company that was neither the owner nor the operator of the marina was a mistake. Would CRT be in their rights by insisting on this in the future. It would seem that by the forming the new company and that new company asking for an NAA, they are attempting to just go down the same route again. One can only draw the conclusion that it was alway the intention that they would never pay the NAA.
You have got it wrong. The marina is owned by Quorn Marina Properties Ltd (QMP)- the NAA was with QMP.
The fact that Mr Steadman has a Mortgage Charge against it because he put all the money in to buy it means that CaRT won't see its money, as it's an unsecured creditor.
If they have any sense at all (and they're obviously thinking about it) CaRT will insist on a first charge against property, as suggested by MtB.
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Definitely. If Mr Nelson is doing his job (apart from making sure his fee is coming from somewhere) he needs to be looking at the financial transactions between the 3 connected companies.Does any of this have any bearing on the current situation? There seem to be more than a few parallels here.....
It's amazing that, with insufficient moorers, PLM still appears (from it's last submission) to have a healthy set of books, whilst it's landlord goes spectacularly t***-up.
Let's hope Mr Nelson doesn't put his telescope to his blind eye!
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Here we go again ! QMP don't have have a lease from Steadman, they OWN the freehold of the Marina.Its all a technicallity - QMP had a lease with Steadman for the land the marina is on. The £3.odd million was the amount (less C&RT 180k) that was outstanding on the lease. QMP goes into liquidation and cannot pay on the lease. The land then reverts to Steadman, he has lost nothing, and will now lease the land again to a new company. This game could run forever.
The only financial loser is C&RT. Most of the previous 2000 posts have said this.
I know I said I was done with this thread, I mean it now. Really.
However, Mr Steadman, has a legal charge over the property, having loaned the money to buy it. So, the liquidator has to hand the deeds back to him.
Effectively, the result is as you describe.
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Use something like Carpenter's Powerstep under the carpet. It is the same kind of stuff as Cumulus (polyurethane crumb) but much denser (not so squishy) and 9mm thick. Excellent tog value for insulation and not much dearer than Cumulus. Might be worth having a moisture barrier as well.
The main purpose of the underlay under hardwood floating floors is to stop the "clatter" twixt hardwood and subfloor if there are any voids. There are lots of options to the thin plasticky ones, but they would be ok. They tend to have a combined moisture barrier built in.
I would try to find an engineered wood with a multiply back, rather than a solid. It is more dimensionally stable with the big variations in humidity on a boat.
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Shares work out at £7900 each
I wonder if that would be the £790k that are shown as assets in QMH (not QMP) accounts
Can you explain that? The shares in which company work out at £7,900 each? How do you arrive at that figure?
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How would anyone know? Accounts weren't fully audited. It was advance payment of dividends in the form of a loan. Technically ACT should have been paid at the time I think but I just rounded it all up and paid on 31st Dec. Running a ltd co opens up many wheezes such as paying your partner do do very little to use up tax allowances/qualify for NI without paying any. It goes on and on. In a year I made £100K profit I doubt I got into 5 figures of tax - all perfectly legal.
I know lots of people did it, I'm just saying overdrawn DLAs weren't "allowed" until the new Act. Obviously, if the money is turned into dividends or bonuses at the end of the year, then there's no net effect. I assume the rule was there in case of insolvency, a director turning up at the creditors' meeting with an illegal debt to the company wouldn't have been popular.
So sorry LoneWolf, of course I was referring to the directors.It wasn't 'naughty' - there wasn't much else an accountant could do as there were no time machines to allow us to go back and stop the directors withdrawing too much. Naughty would have been backdating the dividend paperwork which we didn't do
or did you mean the directors? most of the ones that overdrew (is that a word?) considered any money in the company as 'theirs' and seemed to have trouble getting their heads round the veil of incorporation
I agree with you. I have come to the realisation, after far too many years in business, that in a large proportion of SME's, the proprietors are people who are passionate about their particular trade first and the "business of doing business" properly comes a poor second.
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yes, there was.
Back in the days when i did this sort of stuff if the DLA was overdrawn when you did the accounts it was cleared by declaring a dividend if there were sufficient profits & the director was a shareholder (which they always were) or the director got paid a bonus via PAYE
And you told the directors off of course
Were there norty steps in those days?
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I used a directors loan account for 20 years to grab cash while putting off paying tax. Quite normal.
My recollection is that, prior to the 2006 Companies Act, that there was a general prohibition on loans to directors, except in certain specific situations. Not that it didn't happen, though.
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Slightly off topic but HMRC is not, since 2003, a preferential creditor...
36A.61 HM Revenue and Customs not a preferential creditor
Following the implementation of EA2002 HM Revenue and Customs (HMRC) is not a preferential creditor and its debt(s) (irrespective of the nature of the tax owed), will rank with all other unsecured creditors
http://www.insolvencydirect.bis.gov.uk/technicalmanual/Ch25-36/Chapter%2036A/Part%205/Part%205.htm
I stand corrected as my experiences were prior to 2003(they must have softened up!!)
Thank you, I didn't know that either.
It also appears that they've softened up on the arrangements about overdrawn DLA's, which are permissible now if you follow the rules. (as others have stated)
Mind you, if a loan to a director is from an insolvent company, the liquidator should pursue the director personally for repayment, to the benefit of the creditors.
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This is the address of a licensed insolvency practitioner....
Beat me to it, except I was going to say "vampire"
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Found this on interweb:So in theory the liquidator could raise cash by selling the freehold to the highest bidder, paying the Steadmans' mortgage (as a secured creditor), and then settling other debts at whatever pence in the pound? Isn't that what he's obliged to do?
" Secured creditors with a 'fixed charge' over assets - for example, a mortgage secured on a property - will be paid first. Technically, assets covered by a secured charge do not form part of the estate of the company in liquidation. Once those assets are given as security they, in effect, belong to the secured creditor who would be entitled to sell them if you failed to maintain your loan payments."
I wouldn't be surprised if the amount of the mortgage exceeded the resale value of the marina anyway, but it appears that the liquidator can't touch it.
On paper, PLM Ltd appears to be both solvent and profitable. I cant imagine how that works !
PLM, presumably, have a long lease from QMP, which would continue to exist when ownership reverts to Mr Steadman.
Edited to say: sorry, Dave explained much more clearly whilst I was cutting and pasting
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Wrong I'm afraid.
Assuming Carpet Wallah is correct (and I am increasingly tending towards the view that he is);
1) Steadman is the Freehold owner
2) QMP is the head lessee
3) Lessee Moorers and PLM are sub-lessees
4) QMP's head lease is secured by a mortgage from the owner (Steadman)
What that means is that Steadman is a secured creditor of QMP, and can take the security that he holds as discharge of the debt.
Yes, the lease may be a valuable asset (or not, because it is actually constructed simply to channel money), but it is an asset that the Liquidator cannot take from the person to whom it was charged as security.
Sorry, Dave, I don't mean to be pedantic but:-
1). QMP is the freeholder.
2). Steadman is the effective owner of the equity, by virtue of his mortgage (as you have already said)
As mortgagee, Steadman is not in a position to grant a lease to anyone. .... Mind you, that will all change when he grabs it back
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So, to summarise;
To all intents and purposes, Mr Steadman effectively owns the marina (as mortgagee in posession) rather than QMH, and will walk away from the liquidation still owning it, along with the attendant liabilities for the leases.
There is no way that the liquidator can compel Mr Steadman to allow anybody other than who he chooses in to run the marina.
That's the way I see it.
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Or to paraphrase - You don't KNOW.
The figures that you give are ENTIRELY consistent with Steadman personally owning the marina.
Can you explain how you conclude that?
Fixed assets are property, plant etc.
As Carpet Wallah says, QMH appear to have no fixed assets, ergo they cannot be the marina owners.
By the way, the clue is in the titles, Quorn Marina Properties and Quorn Marina Holdings.
The other clue is the Companies House have Mr Steadman's legal charge, specifically over Pillings Lock Marina freehold, with title numbers, etc, lodged with QMP.
Or, to paraphrase, I think I do know.
I did post this about 300 pages back, but there is far too much here for any human being to take in.
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And you know this because?
I am fairly sure that QMP has a lease on the marina. Whether the Freehold is owned by QMH or Mr Steadman personally is open to conjecture.
It's all in the companies' balance sheets.
I'll say it again:
QMH have no fixed assets.
QMP have fixed assets of £2.57m
QMP has a long term liability (mortgage?) of £2.75m
Find the lady!
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Well done on reading the whole thread from scratch in 3.5 hours! Unfortunately, you have come to the wrong conclusions, because various assumptions have been made and disseminated in many of the posts.
There are three companies involved:
QUORN MARINA HOLDINGS LTD. QMH does not have any fixed assets, it owns all the share capital in the other two companies:-
QUORN MARINA PROPERTIES LTD. QMP has fixed assets of £2.57 million (The marina?) It also has long term borrowings of £2.75m and current liabilites of £1.91m. On paper, it is worth minus £2m approx.
This, therefore is the company that owns the marina and this is the company that is going into voluntary liquidation.
There is a legal charge over the freehold of the marina by Mr Steadman, the money man.
PILLINGS LOCK MARINA LTD. presumably runs the services on site and has the contracts with the moorers. One would assume it has some sort of lease from QMP.
All this is based on the last filed accounts. If there is any evidence that any of this is wrong, please put me right.
It is pointless, IMHO, putting together all sorts of proposals and scenarios about the future of the marina, without understanding the correct company structure.
You really aren't getting it, are you? The company that is going bust IS the one that owns the marina !Whilst I accept your point about there being three companies. I believe the salient point is that the companies have been structured to ensure the 'assets' are not in the company being liquidated. The Steadman's (and P Lillie) have ensured they are 'financially firewalled' from any responsibility/liability for the failure of the company that has almost no assets and huge liabilities.
The Steadman's will keep a low profile leaving Lillie as the high profile target (which as it should be because he is the one actively managing the business). My guess is when the dust settles and the new company starts up any potential new moorers would be rather naivre to trust a marina being managed by P Lillie. Moreover I don't envisage CRT being willing to negotiate with a new company having Lillie as one of it's directors or in a management position. My guess would be that Steadman's will buy out Lillie's 8% and appoint a new manager.
Read it again, slowly, it's all there. Mr Steadman is protected to a large degree because he has a legal charge over the freehold of the marina.
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There are three companies involved:
QUORN MARINA HOLDINGS LTD. QMH does not have any fixed assets, it owns all the share capital in the other two companies:-
QUORN MARINA PROPERTIES LTD. QMP has fixed assets of £2.57 million (The marina?) It also has long term borrowings of £2.75m and current liabilites of £1.91m. On paper, it is worth minus £2m approx.
This, therefore is the company that owns the marina and this is the company that is going into voluntary liquidation.
There is a legal charge over the freehold of the marina by Mr Steadman, the money man.
PILLINGS LOCK MARINA LTD. presumably runs the services on site and has the contracts with the moorers. One would assume it has some sort of lease from QMP.
All this is based on the last filed accounts. If there is any evidence that any of this is wrong, please put me right.
It is pointless, IMHO, putting together all sorts of proposals and scenarios about the future of the marina, without understanding the correct company structure.
QMP & PLH are subsidiaries to QMH
Do you have any documentary evidence of the freehold ownership, as, if you are correct what does QMH as the holding company for both QMP and PLM "bring to the party" ?
See my earlier post, quoted above your's. All gleaned from the last set of accounts of the 3 companies and all in the public arena. I don't have any knowledge of the various reasons for having holding companies, but I'm sure there must have been one.
As I see it now, QMP gets liquidated, with it's deficit of £2m+, Mr Steadman grabs the freehold under his legal charge and, if PLM has a proper cast iron lease, it can continue to run the marina (or pond) for the length of the lease. But what do I know?
I wish all the best to the moorers there all the best.
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Contracts are indeed terminated (because the contracting entity no longer exists at the end of the liquidation). That bit is easy.
However, the liquidator cannot unilaterally vary the terms of the lease. The sticking point is that QMP holds a lease from QMH. The liquidator CANNOT compel QMH to vary that lease.
As the lease was drawn up between two members of a group, with the intention of ensuring that all money ended up in the holding company, it is of no value to a third party to acquire that lease.
The ONLY way that the liquidator can dispose of the lease will be to dispose of it back to a QMP2, wholly owned by QMH.
Blimey! How many times!
QMH don't have the freehold -- QMP do! Therefore NO lease between these two.
There must be some kind of lease or agreement between Quorn Marina Properties and Pillings Lock Marina, if they are charging for the moorings.
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[Phew…. 3½ hours to read this thread]
For simplicity sake there appear to be two companies involved with the marina. A hold company that owns all the assets and which has an agreement with CRT that an agreement for access to the canal network will not be unreasonably withheld to another company owning the operating lease to the marina. A second company has a lease to operate the marina and which has failed to pay CRT for access to the network during the previous 4 years and which has failed to comply with a court ruling to pay CRT £180,000 owed. The second company has no assets. Paul Lillie is the person most associated with the operating company.
The operating company is being placed into voluntary liquidation by the owners. Because it is a voluntary liquidation the owners will likely appoint the liquidators. The only asset the operating company has is the operating lease.
The liquidators will try to maximize the value of the former operating company by finding a new owner. It is unlikely CRT will provide access to any new owners of the operating lease if Paul Lillie is associated with the business. CRT may decide this also extends to the holding company of which Paul Lillie is a part owner.
One assumes the boaters had a legal agreement with the operating company. Given that it has been liquidated one assumes their legal agreements are null and void and any money paid in advance has been lost. They are unsecured creditors. If some paid by credit card they may be able to recover part of their money.
One would also assume that as the company has been liquidated electricity, water, sewage, etc may shortly be cut off as the utilities companies will be waiting to see if the liquidator is going to pay them. I assume the liquidators will attempt to avoid this as they will want an income stream from the boaters and businesses on site to keep the business running whilst they attempt to find a buyer. But the liquidators will be seriously attempting to save costs so residents should anticipate a degrading of services and facilities.
If the marina becomes a lake then I would assume the owners of the new operating lease will want to increase the mooring fees on the basis that council tax is now applicable. Although this may not adversely affect boaters as they will no longer require a CRT boat license.
It is not in CRT’s interests to close off the marina, but they will not want to have anything to do with the previous management/owners of the operating lease. Moreover, I would expect they would be ensuring the new lease owners are required to pay the access fee quarterly in advance. Well I hope they would!
If I had a boat in the marina I would immediately remove it until the dust settled. I would not make any further mooring payments and would become ‘incommunicado’ when receiving correspondence from the liquidators (they are not on your side... you are a source of money) until after the matter was resolved. That is; when the new operating lease owner took over the business and presented their new terms and conditions.
All users of the canal network have just lost £180,000. The problem originated back when the network was owned by BW and CRT have inherited the problem. Hopefully the lesson CRT takes from this is to in future act more promptly. If I were the CRT financial controller my commercial attitude would be you pay your access fee on time or you’ll find yourself cut off within a week and have to pay an additional fee to get reinstated. The previous operating company hit the soft target (BW) knowing what would happen if they attempted the same strategy with the utilities companies etc.
Well done on reading the whole thread from scratch in 3.5 hours! Unfortunately, you have come to the wrong conclusions, because various assumptions have been made and disseminated in many of the posts.
There are three companies involved:
QUORN MARINA HOLDINGS LTD. QMH does not have any fixed assets, it owns all the share capital in the other two companies:-
QUORN MARINA PROPERTIES LTD. QMP has fixed assets of £2.57 million (The marina?) It also has long term borrowings of £2.75m and current liabilites of £1.91m. On paper, it is worth minus £2m approx.
This, therefore is the company that owns the marina and this is the company that is going into voluntary liquidation.
There is a legal charge over the freehold of the marina by Mr Steadman, the money man.
PILLINGS LOCK MARINA LTD. presumably runs the services on site and has the contracts with the moorers. One would assume it has some sort of lease from QMP.
All this is based on the last filed accounts. If there is any evidence that any of this is wrong, please put me right.
It is pointless, IMHO, putting together all sorts of proposals and scenarios about the future of the marina, without understanding the correct company structure.
Dispute at Pillings
in General Boating
Posted · Edited by carpet wallah