ABS Group Ltd.Liquidiert

ABS Group Ltd.

Hamburg

ABS GROUP LTD., BIRCHWOOD

Report of the Directors and Audited Financial Statements for the Year Ended 31 December 2013
for ABS Group Limited

Contents of the Financial Statements for the Year Ended 31 December 2013

Company Information for the Year Ended 31 December 2013

Report of the Directors for the Year Ended 31 December 2013

The directors present their report with the financial statements of the Company for the year ended 31 December 2013.

PRINCIPAL ACTIVITY

The Company's principal activities in the period under review were providing third party inspection, verification, quality consulting and other technical services. The results for the year are set out on page 6 of the financial statements. During the year the Company operated through branches in the UK, Germany, Italy, France, Spain, the Netherlands, Denmark and Greece.

DIRECTORS

D A Walker has held office during the whole of the period from 1 January 2013 to the date of this report.

Other changes in directors holding office are as follows:

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

Ernst & Young LLP are deemed to be reappointed in accordance with an elective resolution made under section 386 of The Companies Act 1985 which continues in force under the Companies Act 2006.

This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Report of the Independent Auditors to the Members of
ABS Group Limited (Registered number: 02562245)

We have audited the financial statements of ABS Group Limited for the year ended 31 December 2013 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Total Recognised Gains and Losses and the related notes 1 to 17. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (Effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Report of the Directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently, materially incorrect based on or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.

Report of the Independent Auditors to the Members of ABS Group Limited (Registered number: 02562245)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

Profit and Loss Account for the Year Ended 31 December 2013

Statement of Total Recognised Gains and Losses for the Year Ended 31 December 2013

Balance Sheet 31 December 2013

The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008).

The financial statements were approved by the Board of Directors on 16 July 2014 and were signed on its behalf by:

The notes form part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 December 2013

1. GOING CONCERN

The financial statements have been prepared on a going concern basis, not withstanding the deficit on net assets. In the general interests of the Company, the parent company ABS Group Inc. has undertaken to continue to provide financial and other support to ABS Group Limited for at least the next 12 months from the signing of these accounts and thereafter for the foreseeable future to enable it to continue to trade.

2. ACCOUNTING POLICIES

Basis of preparation

As the Company is a wholly owned subsidiary of The American Bureau of Shipping, the Company has taken advantage of the exemption contained in Financial Reporting Standard (FRS) 8: 'Related Party Disclosures' and has therefore not disclosed transactions or balances with other wholly owned entities which form part of the group, or investees of the group qualifying as related parties. The American Bureau of Shipping produces consolidated financial statements. The address of the company can be found within note 17.

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

Exemption from preparing a cash flow statement

Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a small company.

Turnover

Turnover, which is stated net of value added tax, represents the value of services provided to clients during the year, alter provision for contingencies and anticipated future losses on contracts, including amounts not invoiced. The turnover and pre-tax profit is attributable to the provision of third party inspection, verification, quality consulting and other technical services to a broad range of clients in the energy sector.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

Deferred tax

A deferred tax asset is recognised in the accounts when there is reasonable certainty that at least some of the brought forward losses will be offset by future profits.

The charge for taxation is based on the profit for the year and takes into account taxation deferred due to timing differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is measured at the rates that are expected to apply in the periods when the timing differences are expected to reverse, based on the tax rates and law enacted at the balance sheet date.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

Assets and liabilities in overseas branches are translated into Sterling at the rates of exchange ruling at the balance sheet date. Profit and loss accounts of such branches are translated at the average rates of exchange during the year. Any differences are taken to reserves and included in the Statement of Total Recognised Gains and Losses.

Intercompany balances are treated as monetary assets or liabilities. The revaluation of prior year balances is included in the Statement of Total Recognised Gains and Losses.

Pensions

The Company operates a defined contribution pension scheme. Contributions to this scheme are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

One employee participates in a defined benefit pension scheme operated by another group company, ABS Europe Limited, providing benefits based on final pensionable pay. The assets of the scheme are held in separate trustee administered Funds. Contributions have been paid by ABS Group Limited to ABS Europe Limited. The required disclosure regarding these costs is included in the financial statements of ABS Europe Limited. The Company is unable to identify its share of the underlying assets and liabilities of the scheme on a consistent and reasonable basis and therefore, accounts for the scheme as if it were a defined contribution scheme. As a result, the amount charged to the profit and loss account represents the contributions payable to the scheme in respect of the accounting period.

Long term contracts

The amount of profit attributable to the stage of completion of a long term contract is recognised when the outcome of the contract can be foreseen with reasonable certainty. Turnover for such contracts is stated at cost appropriate to their stage of completion plus attributable profits, less amounts recognised in previous years. Provision is made for any losses as soon as they are foreseen.

Contract work in progress is stated at costs incurred, less those transferred to the profit and loss account, alter deducting foreseeable losses and payments on account not matched with turnover.

Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account.

Payments on account in excess of turnover recognised are included in creditors within accruals and deferred income.

Investments

Investments are valued at the lower of cost and net realisable value.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Company. An analysis of turnover by geographical market is given below:

4. OPERATING PROFIT

The operating profit is stated alter charging:

5. AUDITORS' REMUNERATION

6. TAXATION

Analysis of the tax credit

The tax credit on the profit on ordinary activities for the year was os follows:

Factors affecting the tax credit

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Factors that may affect future tax charges

The Company has a recognised deferred tax asset of £312,965 (2012: £171,523) in respect of tax losses, accelerated capital allowances and other timing differences and an unrecognised deferred tax asset of £314,765 (2012: £713,069) in respect of tax losses. Legislation was introduced in Finance Act 2013 to reduce the main rate of corporation tax from 23% to 21% with effect from 1 April 2014, and from 21% to 20% with effect from 1 April 2015. The effect of these reductions is reflected in the recognised deferred tax asset of £312,965 and the unrecognised deferred tax asset of £314,765.

The Finance Bill 2014, published on 25 March 2014, confirms the UK government's previously stated intention to reduce the main rate of corporation tax to a uniform rate of 20% with effect from 1 April 2015.

7. REMUNERATION OF DIRECTORS

The directors spend the majority of their time managing other entities within the ABS group of companies. There was no remuneration from other entities recharged to the Company during 2013.

8. TANGIBLE FIXED ASSETS

9. FIXED ASSET INVESTMENTS

The Company's investments at the balance sheet date in the share capital of companies include the following:

ABS Consulting (Hellas)

The cost (£106,000) of the investment in ABS Consulting (Hellas) has been fully provided.

10. DEFERRED TAX

The recognised deferred tax asset of £312,965 (2012: £171,523) comprises:

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

13. PROVISIONS FOR LIABILITIES

Provisions have been made for: the severance payment to the two employees of the Italian branch (£24k) as is required under Italian employment law; and for the purchase of a pension scheme for the three active employees of the Spanish branch.

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

15. RESERVES

16. PENSION COMMITMENTS

The Company operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

The total pension cost for the year was £60,078 (2012: £42,183). Contributions unpaid but accrued at the balance sheet date were £6,052 (2012: £5,833).

One employee of the Company is a member of a defined benefit pension scheme providing benefits based an final pensionable pay operated by the related company, ABS Europe Limited. The employer pension costs have been paid by ABS Group Limited to ABS Europe Limited. The appropriate disclosures regarding these costs are included in the financial statements of ABS Europe Limited.

17. ULTIMATE PARENT COMPANY

The Company is a subsidiary undertaking of The American Bureau of Shipping, an entity incorporated by special statute in the United States of America.

The largest group in which the results of the Company are consolidated is that headed by The American Bureau of Shipping. The consolidated financial statements are available from the following address:

The smallest group in which they are consolidated is that headed by ABS Europe Limited, a company incorporated in the United Kingdom. The consolidated financial statements are available from the following address: