Annual Report and Accounts 2013

Report of the Council of Management 2013

The Council of Management presents its Report and the Financial Statements for the year ended 31 December 2013.

The Society is a company limited by guarantee (having no share capital), registered in England and Wales No. 2167853, and a charity registered in England and Wales (No. 298328) and in Scotland (SC037603). The Society was governed by its Memorandum and Articles of Association (adopted on 16 May 1987 and last amended on 17 November 2012) until 26 October 2013 when new Articles of Association, based on the Charity Commission’s model, were adopted. Both documents set out the Society’s objects which may be summarised as to preserve in operation paddle steamers, to educate the public in their historical significance and to preserve relics and other materials associated with paddle steamers. The new Articles of Association did not alter the objects in any way. The Society’s principal activities are to assist in the preservation in sailing condition of the Paddle Steamers Waverley and Kingswear Castle and to maintain a collection of historical material relating to paddle steamers.

The Society provides public benefit by making grants to charities so they may maintain their vessels so the public may sail on them; by maintaining a collection of artefacts accessible for research purposes; by holding public meetings relating to paddle steamers; and by publishing current and historical information relating to paddle steamers. The trustees have paid due regard to Charity Commission guidance on public benefit in deciding what activities the Society should undertake.

The Society operates both at UK and local levels, through five area Branches. The Council of Management controls the Society and normally meets four times a year in London. The five Branch Committees are given delegated authority over 20% of the subscription income attributed to their areas and promote the Society and organise activities locally.

The five Branches organise public meetings in winter and assist in promoting sailings and carry on fund raising in summer. Members also participated in working parties on P.S. Waverley at Glasgow.

Branch	Venues of public meetings
Bristol Channel	Bristol and Cardiff
London and Home Counties	Central London and Southend
North of England and North Wales	Bury and York
Scottish	Glasgow
Wessex	Bournemouth, Dartmouth, East Cowes and Southampton

The Council of Management are the Society’s charity trustees. The 1987-2012 Articles of Association allowed up to 18 members. The current 2013 Articles allow up to 21 members. The methods of appointment are as follows:
 

Method of Appointment	Previous Number	Current Number
Members of the Society elected by postal ballot of the membership	8	9
One member of the Society from each Branch of the Society nominated by the member’s Branch Committee	5	5
The Chairman of and one other representative appointed by Waverley Steam Navigation Co Limited	2	2
The Chairman of and one other representative appointed by Paddle Steamer Kingswear Castle Trust Limited	2	2
One representative appointed by Loch Lomond Steamship Company	1	1
Co-opted by Council until next AGM	0	2
Total:	18	21

 
P.S. Waverley is owned on behalf of the Society by Waverley Steam Navigation Co. Ltd. (WSN) (itself a registered Scottish charity – SC005832)) and operated by Waverley Excursions Ltd., a wholly owned subsidiary of WSN.

P.S. Kingswear Castle is owned on behalf of the Society by Paddle Steamer Kingswear Castle Trust Ltd. (PSKCT), a charity registered in England and Wales as no. 299931. Commencing in 2013, she has been chartered on a long term basis to Dart Pleasure Craft Ltd (DPC) who are operating her on Dartmouth harbour cruises and between Dartmouth and Totnes. DPC is a wholly owned subsidiary of Dart Valley Railway PLC and the Society has acquired a small shareholding in the parent company.

The Society also supports financially the preservation of P.S. Maid of the Loch, which is owned by Loch Lomond Steamship Company (LLSC), an independent Scottish charity (SC024062). Links are also maintained with the New Medway Steam Packet Company Ltd (NMSPC) (a charity registered in England and Wales as no. 296236 – also known as Medway Queen Preservation Society) which returned the partially reconstructed P.S. Medway Queen to the River Medway in December 2013. The Society made a grant of £1,000 towards the costs of the tow.

The Society largely fulfils its aim of supporting the steamers by fund raising to restore and preserve them. The Society is fortunate to benefit from sometimes very substantial bequests from its members and supporters and in 2013 a total of £5,329 was received.

Following the successful agreement of the long term charter of P.S. Kingswear Castle to DPC in 2012, the Society has taken a further step to secure the vessel’s long term future. After detailed discussions, the ring fenced fund designated for the Kingswear Castle totalling £326,769 was transferred from the Society to PSKCT. In return, PSKCT arranged for the 55 shares previously held by nominees to be placed in the Society’s direct ownership and gave PSPS the right to appoint two trustees to the PSKCT Board. It should be noted that although DPC, as charterer, is responsible for the bulk of maintenance, PSKCT retains the responsibility as owner to fund major renewals, such as, of the hull, boiler and main engine.

In 2013 the Society continued its policy of providing financial support to WSN to help keep Waverley in sailing condition. In October 2012 it was agreed to provide a loan of £150,000 to WSN, conditional on sufficient external support to sustain operations being received. The conditions having been fulfilled, three loan advances of £50,000 were made in the first half of 2013. Subject to the production of evidence of equivalent expenditure on the ship’s fabric, it is intended that this loan will be converted to a grant. As this transaction was funded in 2012, it does not appear in the 2013 Statement of Financial Affairs, but the Balance Sheet includes provision of £150,000 to allow for the conversion to grant. In addition, the net proceeds of the Grand Draw held in 2013 of £21,040 were passed to WSN as a grant, possibly to fund work to improve the upkeep of Waverley’s scumbling and varnishing.

In 2010 the Society pledged to contribute £50,000 to facilitate LLSC’s planned major appeal to return P.S. Maid of the Loch to service. During 2013, £8,000 was paid over towards the cost of launching their major appeal; the production of a six minute DVD to help put their case to the HLF; the updating their 2008 Economic Viability Report to demonstrate to the HLF that our project is viable; and materials to renovate P.S. Maid of the Loch’s port paddlebox fascia. £17,900 remains available to support further activity.

Investigative work continued throughout 2013 with a view to returning M.V. Balmoral to revenue service. Her dedicated team of volunteers continued to put a lot of time and effort into her care and maintenance at her lay-up berth at Bristol. In December your Council agreed to pass over the funds held specifically for Balmoral to M.V. Balmoral Fund Limited when it was granted charitable status. This occurred on 15 January 2014. The total now transferred of £6,190 is shown as a commitment in the Statement of Financial Affairs.

The Society’s has a specialised Museum Collection and it is currently valued at £105,428. The Collection has been accumulated over the 54 years of the Society’s existence and includes over 49,000 items, of which 32,500 are catalogued, ranging from ship models to ship’s furniture and company records. The Society is working to make its collection more accessible for research to fulfil its educational role. In particular, the website created to provide greater access to the Collection (www.heritagesteamers.co.uk) has continued to be refreshed and expanded throughout the year. Where possible, objects are placed on loan for display at appropriate museums.

The Society Accounts show net resources expended of £441,300 in 2013. The ring fenced sum of £326,769 to safeguard the long term future of P.S. Kingswear Castle stood was transferred to PSKCT during 2013. Loan transactions with WSN are summarised in the Notes to the Accounts. At 31 December 2013 the General Fund stood at £122,073, the Streatfield Bequest at £44,437 and the Restoration and Preservation Fund (devoted to Paddle Steamers Waverley and Kingswear Castle) at £246,999.

The Society has no paid employees so most of its achievements reflect members’ voluntary efforts. These cover a wide range of skills and are essential to the continued successful operation of the Society. For example, a volunteer came forward in the autumn of 2013 with offer to create a new web site and membership database. You will probably have seen the first fruits of his labours as the new web site was launched in January 2013. The Council of Management acknowledges gratefully all contributions great and small.
The Society’s membership stood at 2,803 at 31 December 2013 made up as shown:

	Bristol Channel	London and Home Counties	North of England and North Wales	Scottish	Wessex and Dart	Total
Full	112	164	57	222	71	626
Senior	276	335	73	308	177	1,169
Associate	102	130	35	152	69	488
Junior	1	1	1	6	3	12
Life	77	176	33	122	74	482
Honorary	3	6	3	11	3	26
Total	571	812	202	821	397	2,803

 
The Society’s policy is to maintain reserves to fund future restoration of and specific projects for the paddle steamers it supports. The events of 2011 and 2012 have led to the severe depletion of its reserves and ideally, they should be rebuilt to a level approaching £500,000 to provide for possible future requirements. As needs can arise in a relatively short term, the majority of the reserves are invested as cash in banks, a building society and Common Investment Funds. There is also a lesser investment an equity based Common Investment Fund.

The members of the Council of Management (the Society’s Trustees and Directors) during the year, who received no remuneration for their services, are listed below:

Elected Members
Myra Allen (Chairman to 22.2.13) (1 & 2 to 20.2.13)
John Anderson (Secretary)
Iain Dewar (Appointed 7.9.13) (Chairman from 26.10.13)
David Haddleton (Vice-Chairman to 22.2.13)
Martin Longhurst (Treasurer) (2 to 20.2.13)
Douglas McGowan (Chairman from 23.2.13 to 26.10.13) (3 from 5.12.13)
Patrick Murrell (Resigned 7.9.13)
Paul Semple (1)
Terry Sylvester (1 from 20.4.13 & 2 from 18.4.13 to 17.2.14)

Branch Representatives
Richard Engert (Wessex)
David Green (London)
Noel Kemp (Bristol Channel) (2 from 7.3.13)
Robert Whitelaw (North) (Resigned 8.9.13)
Richard Winfield (North) (Appointed 7.12.13)
Gordon Wilson (Scottish)

Representatives of Waverley S. N. Co. Ltd. (May appoint two trustees)
Nick James (1)
Iain MacLeod (1) (Resigned 1.11.13)

Representatives of P.S. Kingswear Castle Trust Ltd. (May appoint two trustees)
Jeremy Gold (3 & 4)
John Megoran (3 & 4)

Representative of Loch Lomond Steamship Co. (May appoint one trustee)
John Beveridge (5)

Directorships of related party companies: (1) Waverley Steam Navigation Co Ltd (2) Waverley Excursions Ltd (3) PS Kingswear Castle Trust Ltd (4) PS Kingswear Castle Trust (Trading) Ltd (5) Loch Lomond Steamship Company

JOHN ANDERSON Secretary and Trustee 29 March 2014   Registered Office: 17 Stockfield Close, Hazlemere, HIGH WYCOMBE, HP15 7LA

Statement of Financial Activities for the Year ended 31 December 2013

 

All of the above results are derived from continuing activities. All gains and losses recognised in the year are included above. The surplus/deficit for the year for Companies Act purposes comprises the net incoming resources/net resources expended for the year before unrealised gains/losses on investments and was a deficit of £259,903 (2012 – surplus of £56,927).

Balance Sheet at 31 December 2013

For the year ending 31 December 2013 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors’ responsibilities:

• the members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476;
• the directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts;
• these accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.

The Accounts were approved by the Council of Management on 29 March 2014 and signed on its behalf by Martin Longhurst.

Notes to the Accounts

1. Format of Accounts and Accounting Policies
   1. Basis of accounts: These Accounts have been prepared in accordance with the Charity Commission’s publication “Accounting and Reporting by Charities – Statement of Recommended Practice” (SORP 2005), the Accounting Standards Board’s “Financial Reporting Standard for Smaller Entities” (FRSSE), the Companies Acts and the historic cost basis of accounting, except for investments and the Museum Collection, which have been included at revalued amounts. The accounts are prepared on an income and expenditure basis.
   2. Donations, legacies and subscriptions: These items of income, including life subscriptions, are taken into account in full in the year of receipt. No allowance is made for the undistributed part of any legacies due.
   3. Netted off expenses and related income: Where sufficient information is available the netting off of expenses and the related income has been eliminated.
   4. Stocks: Stocks of unsold goods are valued at the lower of cost or realisable value.
   5. Investments: Investments are valued at market value, except as described in Note 3.
   6. Gains/losses on investments: Gains and losses are recognised in the year they arise. Unrealised gains or losses are added to or deducted from the Fund to which the investment relates. Programme investments are shown at their nominal value or value as at the date of acquisition.
   7. Grants: Liabilities arising from grant commitments made by the Society are recognised by creating a provision pending the fulfilment of conditions at which point the obligation becomes binding.
   8. Group accounts: As permitted by Section 405 of the Companies Act 2006, the Council of Management has not prepared group accounts on the grounds that as the subsidiaries are constituted as charities there are severe long-term restrictions over the assets of the subsidiaries and that disproportionate expense would be incurred in the preparation of group accounts.
2. Museum Collection: The Society owns a collection of relics relating to paddle steamers. It was valued at market value at 31 December 2001 and is now depreciated over 20 years on a straight line basis. Movements in 2013 may be summarised as follows:

	Cost or Valuation	Depreciation	Net Book Value
	£	£	£
Balance at 1 January 2013	93,538	(32,701)	60,837
Acquisitions	11,890	–	11,890
Charge for year	–	(5,272)	(5,272)
Balance at 31 December 2013	105,428	(37,973)	67,455

1. Subsidiary Undertakings:
   1. The holding of shares in Paddle Steamer Kingswear Castle Trust Limited, the owner of P.S. Kingswear Castle, represents 83% of shares issued. The shares are shown in the Accounts at their nominal value as shareholders in the Trust cannot benefit from their holdings, as it is constituted as a charity (registered in England and Wales as no. 299931). At 30 April 2013 the aggregate amount of its capital and reserves were £567,104 and its excess of income over expenditure for the year then ended was £17,319.
   2. The holding of shares in Waverley Steam Navigation Company Limited (WSN), the owner of P.S. Waverley, represents 65% of shares issued. The shares are shown in the Accounts at their nominal value as shareholders in the Company cannot benefit from their holdings, as it is constituted as a charity (registered in Scotland as no. SC005832). At 31 October 2012 the aggregate amount of its group capital and reserves were £4,317,633 and its group excess of expenditure over income for the year then ended was £161,703.
2. Other Programme Investment: The shares in Dart Valley Railway plc (DVR) were donated to the Society. DVR is the ultimate holding company of Dart Pleasure Craft, charterers of P.S. Kingswear Castle. The are shown at their value at the date of acquisition.
3. Loans to Waverley Steam Navigation Co Ltd (WSN): The Society’s loan transactions with WSN during 2013 may be summarised as follows:

	£
Balance at 1 January 2013	117,201
Advances	150,000
Balance at 31 December 2013	267,201

The outstanding loans are interest free and are repayable on 31 January 2015. The advances totalling £150,000 made during 2013 will be converted to grant on production of evidence of expenditure on the fabric of P.S. Waverley and provision has been made in the accounts to cover this eventuality. In addition, provision of £117,201 has made been made to reflect the likelihood of repayment of the loan balance.

1. Restricted Funds comprise the Restoration and Preservation Fund, which holds funds received for or allocated to P.S. Waverley and P.S. Kingswear Castle and the Balmoral Fund, which held funds received for M.V. Balmoral.
2. The Streatfield Bequest is available for the general purposes of the Society.
3. Museum Collection Reserve: This represents the net value of donated items, after deducting accumulated depreciation.
4. Commitments: At 31 December 2013 there were no unprovided commitments (2012: Nil).
5. Related Party Transactions: The Society is related to the following companies because it has a significant interest through interlocking directorships.
   1. Paddle Steam Kingswear Castle Trust Ltd (PSKCTL)
      1. During the year the Society made grants totalling £326,769 to PSKCTL.
   2. Waverley Steam Navigation Co Ltd (WSN)
      1. The Society has outstanding loans of £267,201 to WSN as explained in Note 5.
      2. During the year the Society made grants of £21,040 to WSN in respect of P.S. Waverley.
   3. Loch Lomond Steamship Co (LLSC)
      1. During the year the Society made a grant of £8,000 to LLSC out of the original provision of £50,000 towards LLSC’s major appeal to return P.S. Maid of the Loch to service.
6. Trustee Remuneration: No Trustee received any remuneration during the year (2012 – Nil). 1 person connected with a Trustee received remuneration of £210 (2012 – £210).
7. Trustee Expenses: 17 trustees received reimbursements of fares totalling £4,362 (2012 – £4,757).
8. Staff Costs and Emoluments: Nil (2012 – Nil).
9. Cost of Independent Examination and Other Financial Services: Adey Fitzgerald and Walker received £1,154 for independent examination services (2012 – £1,304) and provided no other services to the Society (2012 – Nil).

Independent Examiner’s Report to the Trustees of the Paddle Steamer Preservation Society

I report on the accounts of the company for the year ended 31 December 2013.

Respective Responsibilities of Trustees and Examiner

The trustees (who are also the directors of the company for the purposes of company law) are responsible for the preparation of the accounts. The trustees consider that an audit is not required for this year under section 43(2) of the Charities Act 1993 (the 1993 Act) or under Regulation 10 (1)(a) to (c) of The Charities Accounts (Scotland) Regulations 2006 (the 2006 Accounts Regulations) and that an independent examination is needed and I am qualified to undertake the examination by being a qualified member of Association of Chartered Certified Accountants.

Having satisfied myself that the charity is not subject to audit under company law and is eligible for independent examination, it is my responsibility to:

• examine the accounts under section 43 of the 1993 Act and section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 (the 2005 Act);
• to follow the procedures laid down in the general Directions given by the Charity Commission under section 43(7)(b) of the 1993 Act; and
• to state whether particular matters have come to my attention.

Basis of Independent Examiner’s Report

My examination was carried out in accordance with the general Directions given by the Charity Commission and is in accordance with Regulation 11 of the Charities Accounts (Scotland) Regulations 2006. An examination includes a review of the accounting records kept by the charity and a comparison of the accounts presented with those records. It also includes consideration of any unusual items or disclosures in the accounts, and seeking explanations from you as trustees concerning any such matters. The procedures undertaken do not provide all the evidence that would be required in an audit and consequently no opinion is given as to whether the accounts present a ‘true and fair view’ and the report is limited to those matters set out in the statement below.

Independent Examiner’s Statement

In connection with my examination, no matter has come to my attention:

1. which gives me reasonable cause to believe that in any material respect the requirements:
   • to keep accounting records in accordance with section 386 of the Companies Act 2006 and section 44(1)(c) of the 2005 Act; and
   • to prepare accounts which accord with the accounting records, comply with the accounting requirements of section 396 of the Companies Act 2006, section 44(1)(b) of the 2005 Act and Regulation 8 of the 2006 Accounts Regulations; and
   • which are consistent with the methods and principles of the Statement of Recommended Practice: Accounting and Reporting by Charities

have not been met; or

1. to which, in my opinion, attention should be drawn in order to enable a proper understanding of the accounts to be reached.

Peter Walker
Fellow of the Association of Chartered Certified Accountants
26 High Street
Barry
South Glamorgan
CF62 7EB

Date: 15 May 2014