121a

Ductwork Projects Limited

Report to Creditors

Pursuant to Section 98 of

the Insolvency Act 1986

Insolvency Act 1986 Appendix A

Ductwork Projects Limited

Estimated Statement Of Affairs as at 7 February 2014

Book Value Notes Estimated to Realise

£ £ £

Assets not specifically pledged

Cash at bank 22,885 1 22,885

Debtors 119 2 unknown

Surplus available to preferential creditors 22,885

Preferential Creditors

Employee Preferential Claims 3 nil

Surplus as regards to preferential creditors 22,885

Unsecured Creditors

Trade Creditors 4 41,911

HM Revenue & Customs - VAT 5 60,000

HM Revenue & Customs - CIS 5 927

HM Revenue & Customs - PAYE 5 5,227

108,065-

Estimated deficiency as regards non-preferential creditors 85,180-

Issued and called up capital

Ordinary Shareholders 776

776-

TOTAL SURPLUS/(DEFICIENCY) 85,956-

Ductwork Projects Limited

A – Notes to the Statement of Affairs

1. Cash at bank relates to £1,084.96 held in the Company’s bank accounts with Lloyds Bank plc

and £21,800 held in Peter Hall’s client account.

2. The Company’s records show that there are book debts owed to the Company totalling £118.56.

This debt relates to a retention. It is unknown at this time what realisations will be made in this

regard.

3. The Company’s business and assets was sold by the Directors to Exoair DPL LLP (“the

Purchaser”) on 8 November 2013. All of the employees transferred to the Purchaser under the

Transfer of Undertaking (Protection of Employment) Regulations (TUPE). I am therefore not

aware of any preferential claims in this liquidation.

4. Creditors’ claims have been taken from the Company’s records. No steps have been taken to

agree these claims at this time.

5. The amounts due to HM Revenue & Customs (“HMRC”) in respect of VAT, CIS tax and PAYE

have been take from the Company’s records.

Peter Hall Limited

Ductwork Project Limited

B - Company Creditors

Key Name Address £

Signature

Page 1 of 2 IPS SQL Ver. 2013.01 05 February 2014 13:33

CA00 ASD Metal Services 6,011.88 Peartree Lane, Windmill Works, Dudley, DY2 0UY

CA01 Allied Tooling 502.32 Unit 2, 19 Willis Way, Poole, BH15 3SS

CA02 ABCO Electrical 1,887.59 Unit 3 Sterte Ind. Estate, 145 Sterte Road, Poole, BH15 2AF

CA03 Alto Digital 69.09 Summit House, Cherrycourt Way, Leighton Buzzard, LU7 4UH

CA04 Alda Plastics 534.82 Unit 12 & 13 Monksbrook Ind. Park, School Close, Chandlers Ford, Eastliegh, SO53 4RA

CA05 Argos Fire Protection Ltd 0.00 Unit 4 Kingfisher Court, Pinhoe, Exeter, EX4 8JN

CA06 A.E.T Transport Services Limited 0.00 Alan's House, 51 Holton Road, Holton Heath Trading Park, Poole, Dorset, BH16 6LT

CA07 Air Products Plc 121.22 Andes Road, Southampton, Hampshire, SO16 0YZ

CB00 British Gas 383.06 Penman Way, Grove Park, Leicester, LE19 1ZE

CB01 Biffa Waste Services 228.68 PO Box 645, High Wycombe, HP12 3WF

CB02 Bysotronic UK Ltd 232.20 6 Wayside Business Park, Wilsons Lane, Coventry, CV6 6NY

CB03 Barclaycard Commercial 325.37 PO Box 3000, Teesdale Business Park, Stockton-on-Tees, TS17 6YG

CD00 Denhaco (in Administration) 72.02

CD01 DPL Ventilation 600.00

CD02 Drake Tooling 90.87 56 Keyberry Road, Decoy, Newton Abbott, TQ12 1BX

CD03 Dewco Ltd 0.00 Unit 14 Headlands Business Park, Salisbury Road, Ringwood, BH24 3PB

CE00 Eaton Transport Poole 392.89 Alan's House, 51 Holton Road, Holton Heath Trading Park, Poole, BH16 6LT

CE01 Euroffice Ltd 36.26 Dome House, 48 Artillery Lane, London, E1 7LS

CF00 F H Brundle 237.24 24 - 36 Lamson Road, Ferry Lane North, Rainham, RM13 9YY

CF01 Flash Gordon 1,218.00 1 Newton Road, Verwood, BH31 6JD

CF02 Ferrari Stainless & Alloys Ltd 14,481.65 12 Buntsford Park Road, Bromsgrove, B60 3DX

CH00 HSS Hire Service Group Ltd 2,422.85 25 Willow Lane, Mitcham, CR4 4TS

CH01 H M Revenue & Customs - PAYE 5,227.10 Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne,

NE98 1ZZ

CH02 H M Revenue & Customs Corporation Tax 0.00 Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne,

NE98 1ZZ

CH03 HM Revenue & Customs - CIS 927.19 Insolvency Claims Handling Unit, Room BP2032, Longbenton, Newcastle upon Tyne,

NE98 1ZZ

CH04 H M Revenue & Customs - VAT 60,000.00 National Insolvency Unit, Debt Management & Banking, 3rd Floor NW, Liverpool, L74

4AA

Peter Hall Limited

Ductwork Project Limited

B - Company Creditors

Key Name Address £

Signature

Page 2 of 2 IPS SQL Ver. 2013.01 05 February 2014 13:33

CI00 I J Supplies 18.12 31 Magna Road, Bournemouth, BH11 9ND

CJ00 Jasun Envirocare Plc 181.18 Riverside House, Parrett Way, Bridgewater, TA6 5LB

CL00 Lindab 543.04 Unit 9 & 10, Carousel Way, Riverside Business Park, Northampton, NN3 9HG

CL01 Lloyds Bank 0.00 PO Box 1000, Andover, BX1 1LT

CM00 M I Fire Protection Services 0.00 1 Charles Street, Thrapston, NN14 4NU

CO00 O2 0.00 Telefonica UK Ltd, PO Box 22, Houghton Regis, LU6 9AG

CO01 Otto KampfLtd 30.00 46 - 54 Leigh Road, Wimborne, BH21 1AQ

CP00 PTP Couriers (CJ) 352.95 13 Norwood Place, Southbourne, Bournemouth, BH5 2AT

CR00 RMIG Ltd 648.00 Adlington Court, Risley Road, Birchwood, Warrington, WA3 6PL

CS00 S K Sales 234.60 Unit 1 Queensway, Walworth Ind. Estate, Andover, SP10 5LG

CS01 Sage (UK) Ltd 151.60 North Park, Newcastle Upon Tyne, NE13 9AA

CS02 South Coast Cartons 100.80 Unit 36 Bridge Street, Bailie Gate Ind. Estate, Sturminster Marshall, Wimborne, BH21

4DB

CS03 Systemair Fans & Spares 8,092.16 72 Cheston Road, Birmingham, B7 5EJ

CT00 T R Fastenings Ltd 173.19 Trifast House, Bellbrook Park, Uckfield, TN22 1QW

CT01 Trent Control Panels Ltd 1,482.00 Trent House, Dewsbury Road, Fenton, Stoke-on-Trent, ST4 2TE

CT02 Trade Grade Products Ltd 54.98 10 Victory Close, Woolsbridge Ind. Park, Three Legged Cross, Wimborne, BH21 6SX

RE00 Mr Peter Edmunds 0.00

RR00 Mr Peter Rogers 0.00

44 Entries Totalling 108,064.92

Peter Hall Limited

Ductwork Project Limited

C - Shareholders

Key Name Address Pref Ord Other Total

Signature

Page 1 of 1 IPS SQL Ver. 2010 03 February 2014 11:05

HE00 Mr Peter Edmunds 0 388 0 388

HT00 Mr Lawrence Thorpe 0 388 0 388

2 Entries Totalling 776

122a

Ductwork Projects Limited

D - Statutory Information

Company Number 01503813

Date of Incorporation 27 November 1980

Nature of Business Manufacture and installation of sheet metal ductwork

Issued Share Capital 776 ordinary £1 shares

Director(s) Mr Peter Edmunds

Mr Peter Rogers

Registered Office c/o Peter Hall Limited

2 Venture Road

Science Park

Chilworth

Southampton

SO16 7NP

Former Registered Office 32 The Square

Gillingham

Dorset

SP8 4AR

Trading Address 304-305 Woolsbridge Industrial Park

Three Legged Cross

Wimborne

Dorset

BH21 6SP

Accountants Andrews and Palmer

32 The Square

Gillingham

Dorset

SP8 4AR

Bankers Lloyds Bank

PO Box 1000

Andover

BX1 1LT

122a

D – Statutory Information (Cont’d)

Prior Professional Relationships

Neither Peter Hall or any members of his staff have had any prior material relationship with the

Company or its directors within the past 3 years, or are aware of any conflict of interest that would

impair his objectivity as Liquidator of the Company.

Board Meeting

A meeting of the board of directors was held on 15 January 2014. It was resolved that it had been

proved to the satisfaction of the meeting that the Company was insolvent and that a meeting of

members should be convened to place the Company into Creditors’ Voluntary Liquidation.

Notices

The directors decided to take steps to place the Company into Creditors’ Voluntary Liquidation on 15

January 2014 and notices to members and creditors were issued on 17 January 2014.

Written Resolution of Members

The relevant resolutions were passed by the members by way of written resolution on 7 February

2014. A special resolution was passed to place the Company into Creditors’ Voluntary Liquidation

and an ordinary resolution to appoint Peter Hall of Peter Hall Limited, 2 Venture Road, Science Park,

Chilworth, Southampton, SO16 7NP as Liquidator.

Professional Fees

It has been agreed by the directors that fees for assisting in the preparation of the statement of affairs

and assisting with placing the Company into liquidation will be £3,000 plus expenses and VAT in

accordance with Peter Hall’s letter of engagement dated 15 January 2014 and the meeting of the board

of directors held on the same date. This sum is to be met by the realisations in the liquidation.

Related Party Transactions

The accounts for the year ended 29 February 2012 showed that the director, Mr P Edmunds owned

50% of the issued share capital of the connected company DPL Ventilation Limited (“DPL”).

At the balance sheet dated 29 February 2012, the Company owed DPL the sum of £180 (2011:180)

and the balance owed from DPL was £58,229 (2011: £90,356)

The Company is controlled jointly between the director Mr P Edmunds and Mr L Thorpe, with Mr

Thorpe having the casting vote. At the balance sheet date, the Company owed Mr L Thorpe the sum

of £551 (2011: £551).

The Director, Mr P Rogers, has been granted the option to purchase 75 Ordinary ‘A’ shares for the

sum of £135. The option is valid until 28th May 2014 or on termination of employment, whichever is

earlier. This option has not been exercised.

Ductwork Projects Limited (“the Company”)

E – Company History

Ductwork Projects Ltd (“the Company”) was incorporated on the 27th November 1980 and

commenced in the business of manufacture and installation of sheet metal ductwork in the

construction industry.

The shareholders of the Company were Lawrence Thorpe, who had no day to day involvement, and

Peter Edmunds who operated as Managing Director.

The Company grew over the years with turnover ranging between £2.5 to £3 million until 1990 when

the company acquired the trading of Kingfisher Canopies, which was involved in the design,

manufacture and installation of kitchen ventilation products. The Company continued successfully

with the two product ranges after this date.

Peter Rogers joined the Company in 1991 and was subsequently appointed a Director. He managed

the 'kitchen ventilation product range' from this time.

Peter Edmunds decided to retire in 2005, and after a false start with an intended buy out from a third

party, and the subsequent departure of two operational Directors, it was decided to cease operations of

the sheet metal ductwork product and concentrate purely on 'kitchen ventilation' with Peter Rogers as

Managing Director.

A new business was formed in 2006, named 'DPL Ventilation Ltd' which concentrated on the design

and sales part of the operation and the Company continuing with the manufacture. All staff, apart

from Peter Rogers, were retained within Ductwork Projects Ltd.

The Company was able to reduce costs when the lease on one of two premises occupied by the

Company came to an end in 2008.

As recession hit the construction industry turnover started to fall from 2009 onwards:-

Turnover in 2010 (YE) was £994,986.00 with a profit of £1,729.00

Turnover in 2011 (YE) was £720,188.00 with a loss of £32,911.00

Turnover in 2012 (YE) was £600,150.00 with a loss of £26,018.00

The above figures have been taken from the filed accounts.

The Directors of the Company, during 2012, began seeking a buyer for the Company with no success.

In the summer of 2013, Exoair DPL LLP, a company based in Rochester, Kent, approached the

Company with an interest to purchase the business.

The eventual transfer of the business took place on the 8th November 2013, for the consideration of

£19,620 being the value of the stock, but did not include the sale of the Company.

All the staff have been transferred to Exoair DPL LLP, and the lease of the premises has been

assigned.

It was the Directors intention to eventually close the Company but at a visit to the accountants in

November 2013 to finalise the 2013 accounts, and with the prospect of no future trading, advice was

given that the Company was insolvent.

Following that meeting funds have been received into the Company from the sale of the stock to the

new business.

In January 2014 it was decided that there was no other option than to seek the advice of a professional

insolvency practitioner and to take any necessary steps in order to put the Company into voluntary

liquidation.

P A Edmunds

127a

Ductwork Projects Limited

F - Estimated Deficiency Account

For the period from 1 March 2012 to 7 February 2014

£

Profit and Loss Account Balance at 1 March 2012 44,098

Amounts written off for the purposes of

the statement

Book Debts 119

(119)

43,979

Extraordinary Items

Nil

43,979

ESTIMATED TRADING LOSS FOR THE PERIOD (129,935)

DEFICIENCY PER STATEMENT OF AFFAIRS (85,956)

126a

Ductwork Projects Limited

G - Extracts from Unaudited Accounts for the period ended 29 February 2012

Period Ended 29 Feb 2012 28 Feb 2011 28 Feb 2010

£

£

£

Income & Expenditure

Turnover 600,150 720,188 994,986

Directors Remuneration &

other benefits

5,400 5,495 11,240

Taxation Nil Nil Nil

Retained Profit (Loss) (26,018) (32,911) 1,729

Dividends Nil Nil Nil

Profit (Loss) to reserves (26,018) (32,911) 1,729

Profit (Loss) b/f 70,116 103,027 101,298

Profit (Loss) c/f 44,098 70,116 103,027

Balance Sheet

Fixed Assets 6,507 8,257 9,615

Current Assets 176,499 250,745 260,456

183,006 259,002 270,071

Current Liabilities

138,132 188,110 166,268

Long Term Liabilities Nil Nil Nil

138,132 188,110 166,268

Net Assets 44,874 70,892 103,803