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REGISTERED NUMBER: 02696754 (England and Wales)
















Audited Financial Statements for the Year Ended 20 March 2022

for


NPC International Ltd


NPC International Ltd (Registered number: 02696754)







Contents of the Financial Statements

for the Year Ended 20 March 2022





Page



Company Information  

1



Balance Sheet  

2



Notes to the Financial Statements  

3




NPC International Ltd


Company Information

for the Year Ended 20 March 2022









DIRECTORS:

Dr H TajalizadeKhoob


H Panahian


Ms A Mozafari







REGISTERED OFFICE:

51 Creighton Road


London


W5 4SH







REGISTERED NUMBER:

02696754 (England and Wales)







AUDITORS:

Sterling Partners Limited


Chartered Accountants and Statutory Auditors


Grove House


774-780 Wilmslow Road


Didsbury


Manchester


M20 2DR


NPC International Ltd (Registered number: 02696754)


Balance Sheet

20 March 2022



20.3.22

20.3.21



Notes

£   

£   

£   

£   


FIXED ASSETS

Tangible assets

4

3,220


4,731




CURRENT ASSETS

Debtors

5

5,328,884


5,461,508



Cash at bank and in hand

6

469,960


1,316,615



5,798,844


6,778,123



CREDITORS

Amounts falling due within one year

7

5,713,785


6,688,106



NET CURRENT ASSETS

85,059


90,017



TOTAL ASSETS LESS CURRENT

LIABILITIES

88,279


94,748




CAPITAL AND RESERVES

Called up share capital

80,000


80,000



Retained earnings

8,279


14,748



SHAREHOLDERS' FUNDS

88,279


94,748




The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.  


In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.


The financial statements were approved by the Board of Directors and authorised for issue on 5 November 2023 and were signed on its behalf by:





Dr H TajalizadeKhoob - Director

H Panahian - Director





Ms A Mozafari - Director



NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements

for the Year Ended 20 March 2022


1.

STATUTORY INFORMATION



NPC International Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.



Preparation of consolidated financial statements


The financial statements contain information about NPC International Limited as an individual company and do not contain consolidated financial statements. The investments detailed in the notes to the financial statements are beneficially owned and controlled by Persian Gulf Petrochemical Industries Company. These are not included in the balance sheet of the Company nor consociated in these statements.



The balance sheet for the year ended 20 March 2021 has been restated due to the removal of the investments and their related ring fenced credit balances as stated in the fixed asset investments policy note below.



Turnover


Turnover is the value of services rendered to the parent undertaking and other group companies


excluding value added tax and is calculated by a mark up of 5% to the Company's total costs and is billed annually.



Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its


estimated useful life.


Office equipment - 25% on cost


Fixtures and fittings - 25% on cost


Computer equipment - 25% on cost



Investments in associates


Investments in associate undertakings are recognised at cost.



Taxation


Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.



Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.



Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.Current or deferred taxation assets and liabilities are not discounted.



Deferred Tax


Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.



Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2022


2.

ACCOUNTING POLICIES - continued



Foreign currencies


Assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of


exchange ruling at the end of the financial year. Exchange differences are dealt with in the profit and loss account.



Transactions in foreign currencies are translated into sterling at at rates of exchange ruling on the date of the transaction.



Fixed asset investments denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the date of the acquisition and are not translated at the end of the financial year.



Prior to 21 March 2009 fixed asset investments in foreign currencies were translated into Sterling at the rates of exchange ruling at the end of the financial year.



Pension costs and other post-retirement benefits


The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.



Fixed asset investments


The Company based on the full authorisation, instructions and complete funding that it had received from its original parent undertaking, held investments that were beneficially owned by its parent undertaking. Any income, expenses, gains and losses arising from these investments belonged to its parent undertaking, as its beneficial owner.



Prior to 20 March 2022, the Company's policy was to include the investments and their related funding credit balances in its balance sheet. This presentation was contradictory to the beneficial ownership and control of these investments by PGPIC, the parent undertaking. The Company has now removed the investments and related funding credits from its balance sheet and only refer to these in its notes.



Company's balance sheet for 20 March 2021 have now been restated.


3.

EMPLOYEES AND DIRECTORS



The average number of employees during the year was 3 (2021 - 5 ) .


4.

TANGIBLE FIXED ASSETS


Fixtures



and


Computer



fittings


equipment


Totals

£   

£   

£   



COST


At 21 March 2021


and 20 March 2022

302,400


198,445


500,845




DEPRECIATION


At 21 March 2021

300,137


195,977


496,114




Charge for year

803


708


1,511




At 20 March 2022

300,940


196,685


497,625




NET BOOK VALUE


At 20 March 2022

1,460


1,760


3,220




At 20 March 2021

2,263


2,468


4,731




NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2022


5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR



20.3.22


20.3.21

£   

£   



Amounts owed by group undertakings

5,035,832


5,036,869




Other debtors

64,981


17,626




VAT

5,699


6,446




Deferred tax asset


Accelerated capital allowances

291


291




Prepayments

222,081


400,276



5,328,884


5,461,508




Included in other debtors is the sum of £6,816 (20/03/21 - £10,654) due from the Tehran employees of the Company in respect of allocation of shares in PGPIC under the privatisation regulations. The share certificates are held by PGPIC as security for the repayment of these loans. The loans are repayable from the dividends to be declared by PGPIC or by direct repayment by the employees.

6.

CASH AT BANK AND IN HAND


20.3.22


20.3.21

£   

£   



Funds Held in Current Account

191,663


954,650




Funds Held in Interest Bearing Account

265,992


307,302




Cash in hand

12,305


54,663



469,960


1,316,615





The above balances include £155,937 (20/03/21 - £281,397) held on behalf of the Parent Undertaking (PGPIC).



The company also holds equivalent of £0.82 million (20/03/21 - £0.58 million) on behalf or by the


order of PGPIC in the form of special bank deposits/ escrow accounts.


7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR



20.3.22


20.3.21

£   

£   



Amounts owed to group undertakings

5,444,139


6,491,269




Tax

5,555


8,547




Social security and other taxes

1,291


91




Accrued expenses

262,800


188,199



5,713,785


6,688,106





Included in amounts owed to group undertakings are the following ring fenced balances:



Ring Fence Description


Note

Reference


20.03.22


20.03.21




            




  



Employee indebtedness


5


6,816


10,654




Amounts owed by group undertakings


5


5,035,832


5,036,981





NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2022


8.

DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006



The Report of the Auditors was unqualified.




Last year's audit report was modified in relation to the lack of a provision for the unutilised holiday of a member of staff for £23,314. Due to the on-going dispute with the same staff member, this year's financial statements include this and other provisions as outlined in note 13 of the financial statements.



Narges Cyroos (Senior Statutory Auditor)


for and on behalf of Sterling Partners Limited


9.

RELATED PARTY DISCLOSURES



i) Turnover


Turnover of £222,081 (20/03/21 - £372,680) is derived from PGPIC.



ii) Year end balances - Debtors


Group Undertakings



20.03.22


20.03.21




               


   





Hormoz PC



358


358




Mehr PC



60,726


60,726




NPC Alliance



56,847


50,868




Veniran



4,917,301


4,925,029





5,035,232


5,036,981




The directors have reviewed the above debtor balances and intend to enter into contracts with each of the parties named above to recover these debts. They consider these debts to be fully recoverable as their repayment is guaranteed by the parent undertaking.



Prepayments and accrued income (Note 9) includes £222,081 (20/03/21 - £372,680) due from


PGPIC.



iii) Year end balances - Creditors falling due within one year


PGPIC



5,419,856


6,481,511




NPC



885


1,133





The funding of £60,005,602 was received from the parent undertaking and fully invested based on their instructions and authorisation.


10.

FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES



In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.


NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2022


11.

INVESTMENTS BENEFICIALLY OWNED BY PGPIC



The Company based on the full authorisation, instructions and complete funding that it had received from its original parent undertaking, NPC, invested in the following companies as detailed below. NPC was the beneficial owner of these investments. Any income, expenses, gains and losses arising from these investments belonged to NPC as the beneficial owner. The rights and obligations, including beneficial interest in the investments below were subsequently transferred by NPC to Persian Gulf Petrochemical Industries Company (PGPIC) as per the terms of the agreement dated 29 November 2011.



Prior to 20 March 2022, the Company's policy was to include the investments and their related funding credit balances in its balance sheet. This presentation was contradictory to the beneficial ownership and control of these investments by PGPIC. The Company has now removed the investments and related funding credits from its balance sheet and only refer to this note.



Company's prior year balance sheet have also been restated to reflect the changes in its policy.



The breakdown of the investments beneficially owned by PGPIC are as follows:




20.03.22


20,03.21





Company


%


Shares


Advances


Total


Total




Mehr PC


£   


£   




NPC Alliance


40


18,410,150


2,884,697


21,294,847


21,294,847





60


33,716,309


388,751


34,105,060


34,105,060




Veniran PC


49


4,605,695



4,605,695


4,605,695





60,005,602


60,005,602




The following information relates to these investments:




20/03/2022





Company


Principal

Activity


Country

Incorporated


Balance Sheet

Date


Net Assets £


Profit/(Loss

for the year £

)




Mehr PC


Production of

highdensityPol

yethylene


Iran


20/03/2022


57,552,120


(146,936

)



NPC Alliance Corp


Production

ofPolyethylene


Philippines


30/06/2022


(110,195,828

)

(1,885,995

)



Veniran PC


Production of

Methanol


BVI


31/12/2014


4,576,384


(332,839

)




20/03/2021





Company


Principal

Activity


Country

Incorporated


Balance Sheet

Date


Net Assets £


Profit/(Loss

for the year £

)




Mehr PC


Production of

highdensityPol

yethylene


Iran


20/03/2021


66,204,529


54,818,748




NPC Alliance Corp


Production

ofPolyethylene


Philippines


31/12/2020


(103,846,023

)

(6,181,521

)



Veniran PC


Production of

Methanol


BVI


31/12/2014


4,576,384


(332,839

)



           The Board of Directors is currently in discussions with PGPIC as to the transfer of legal ownership of the

           investment in NPC Alliance to its beneficial owners. The Board has resolved that the Company should

           acquire the remaining shares in Veniran.



NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2022




11         INVESTMENTS BENEFICIALLY OWNED BY PGPIC (continued)


            The directors are closely monitoring the losses incurred in NPC Alliance and Veniran for possible impairment

      of these investments. The directors of the Company are satisfied that these investments need not be impaired

      in the books of the Company due to the following:- PGPIC is the beneficial owner of these investments- The

      investment represented by the debit balances are protected by matching ring fenced creditbalances; and-

      PGPIC has confirmed that these balances may be transferred to PGPIC as and when it would beappropriate to

           do so having regards to rights of other shareholders in the investee companies.



12.


ULTIMATE CONTROLLING PARTY



On 1 December 2011 the company became a wholly owned subsidiary of Persian Gulf Petrochemical Industries Company (PGPIC), incorporated and registered in Iran. Prior to this date the immediate parent undertaking was National Petrochemical Company (NPC), incorporated and registered in Iran.



The address of PGPIC is No 38, Karim Khan Zand, HaftTir Square, Tehran, code 15848-93313.


PGPIC is a company listed on the Tehran Stock Exchange and its ultimate controlling party, if any, is not known.



The controlling party has confirmed in writing that it will support the company for the foreseeable future covering a period of at least twelve months from the date of signing these statements.


13.

POST BALANCE SHEET EVENTS



There is an ongoing dispute with a staff member. At the date of signing the financial statements the dispute had not been resolved. The Company has made provisions in these financial statements in line with the employee's contract and the UK employment laws.