Peter Masters "clarifies" details.

[MF68]

On HE website Peter Masters has denied that his Son has joined TUFC board or got any shares.

[WitneyGull]

Isn't he being just a little bit slippery there?
Wasn't it claimed that his Son had taken 20% of the shares in Plainmoor Ltd, NOT TUFC itself.

Exactly why there is a company sat between the council, who own the land and TUFC who lease the site, and how long this has been in place is anyone's guess.

[Gloomy Gull]

Plainmoor Limited incorporated in May 2007 - think that was about the time the last consortium took over from Roberts?

[WitneyGull]

Ah, I guess that would make some sense. Not sure how the board of Plainmoor ltd relate to the board of TUFC, I suspect there is some crossover.

[Kit_robin]

Deary me. No personal offence to anyone, but as a general comment it is worrying how so many people have such staunch opinions when they don't even know about the basics of how our football club is owned.

Torquay United Association Football Club is the trading name of Torquay United. This is the business that Mike Bateson was majority owner of. It has literally hundreds of shareholders, mostly just fans with 1 or 2, a lot of them probably dead.

In 2007 the Roberts consortium bought Batesons controlling stake in TUAFC. As they were a consortium they formed a business to hold those shares, Torquay United Holdings Ltd. when this company defaulted on its payments so,e share which had not yet passed to Bateson (I believe) defaulted back to him. TU Holdings ceased to be and its shares are held by the crown (I.e. Nobody at all).

When that blue up the bristow/Boyce/Rowe consortium bought Batesons controlling stake in TUAFC. there were loads of them and they formed Plainmoor Ltd To do so.

In the summer, I believe 80% of Plainmoor ltd shares were transfers to The new board, with Thea retaining 20%.

Waters muddied slightly by, I believe, originally only two directors actually holding the shares, namely Phillips and Edwards, for expediency during the takeover. I presume now Edwards has been paid off the shares have been divvied out, and companies house lists 6 new directors so they have been. We presume they are equal shares but we don't know that as fact.

If anyone wants a nose most of this is on companies house https://beta.companieshouse.gov.uk/company/00175954

Although I believe we are late with a couple things, by the looks of it.

[Glostergull]

Hello people.
Ok I have read up the listing in Companies house and I am concerned about a couple of things and they are quite serious
1. when you own a private limited company you have to provide accounts. not neck audited but you do have to provide them. the level at which audited accounts have to be provided vary according to the levels of turnover. number of employees and whether any directors who may hold more than 10% of the sharese asks for accounts to be audited. Now an audit basically means a group of accountants go through the accounts and ask various questions to make sure that all that is provided in the accounts are true and accurate.
1. I noted that the auditors resigned in 2014. If a new board takes over this is not unusual.. as new auditors will then be appointed. But i do not see new ones appointed. and i wonder what the position is regards whether we do require an audit. this does not unduly worry me until we get to the period when accounts have to be either submitted by paper (end November) or by Internet Which i think is end January.
2. I note that an annual return has not been provided. this should have been done by the previous regime I think. i can imagine things were a little messy with the take over. but even then the annual return should have been submitted as its only asking who the directors are and where they live and what shares they own. at the time of the return. you do not have to give accounts then. if you do not provide a return then companies house can fine you. if you do not pay up they can then advertise to Strike the company from the register, now this is where it can get serious. If the company is struck from the register of Limited companies the directors who hold shares may find themselves liable for debts.. Also the company assets are then transferred to the Crown. and the directors or former directors have to jump through hoops then if they want to form a new company and get them back. its not a good place to be.
this is from the companies house site. See Strike off a Limited company from the Companies Register.
to Close down or have struck off a company you must have

A. Not traded or sold off any stock in the last 3 months
B. Not changed names in the last 3 months
C. Not threatened with liquidation
D. Not have any agreements with creditors, eg a Company Voluntary Arrangement (CVA)

We do not meet all of those criteria at least one of them meet the criteria for not striking off the company as we have traded for the last few months. i'm not sure about changing names as new take over can involve that. but i doubt we have.

I have no information whether we have been threatened with liquidation and I do not know if there are any agreements with creditors. although I suspect we are not in administration. so that one doesn't apply.

We will be fined for not putting a return in and if there was any extenuating excuse they would have been given dispensation . which can be a month or two. but it has gone way past that now and if its been advertised in the Gazette then its got to a serious stage.
Our Next accounts should have been done by end of june. and according to companies house. submitted by end March.
If they are not submitted i would the really start to worry
But there is really no decent reason why the Company return has not been submitted. and someone needs to ask questions about that. Unless the assets are being transferred to another company. in which case why and what are the ramifications of transferring assets. and what will be the ramifications of the name of the club being transferred. will it be accepted by the league or will we find ourselves as if under administration.
someone else better qualified is needed to answer that question.

I at least have done my best to provide some fact rather than conjecture as far as i can. i can't see anything that is not factual in this post unless you know something i don't (as Thats life used to say)

[portugull]

Glostergull I am a Director of a Private Limited Co and like you I have had a look at TU AFC as far as Companies House is concerned.

The Annual Accounts for the year ended 30 June 2015 must be submitted to Companies House by 31 March 2016 that is 9 months after the financial year end.

The Audit Report for both the previous years 2013 and 2014 was qualified by the Auditors who subsequently resigned.

The Audit Report states that there is uncertainty concerning the Company being a going concern. By Company the Auditors mean Torquay United AFC.

TU AFC have failed, as you report, to submit the Annual Return to Companies House and a Notice was posted in the Gazette on 15 December 2015.

This is just ignorance or incompetence by the Club as the Annual Return is very simple indeed. The Board should deal with this matter immediately and hopefully it is now in hand.

For a Company of the stature of TU AFC it is crucial to appoint new Auditors. If they have been appointed Companies House must be notified. It is a Statutory requirement.

I know this may be boring stuff BUT it is very important.

[tufcjon]

Francis Clark "resigned" on 29 October 2014.

Darnells signed off the 2013/14 accounts on 27 March 2015.

It was the club's decision to change auditors based on cost. Darnells has an advertising board at Plainmoor.

The Annual Return failure is incompetence - nothing more sinister than that. It was due by October 9 - so this is the fault of the current regime not the previous one.

[Glostergull]

so whats your point Portugull. Yes i did say the accounts have to be submitted by end March 16. I may also have
said the pervious auditors had done their work.But it doesn't matter if i didn't. nothing i have said is incorrect.
and i noted that they resigned when you also said. i haven't been able to access the report which you have so did not comment on what the auditors said. all i have said was they resigned and non have since been appointed. do we need auditors or not. i suspect we might. but finding a company might be difficult if they don't want to take on the job. and as I've said the non compliance of filing an annual return is not good. but the advert to strike them off is even worse. so where does that put united. if struck off the Crown then takes possession of everything that company holds. including the bank account assets.,

[portugull]

Glostergull I have had another look at the Auditors issue in the light of the post from tufcjon.

I think on reflection we both got misled by the Notice of Auditors Resignation on 14 November 2014.It appears the resignation was that of Francis Clark.

Their last year as Auditors was the trading year ended 30 June 2012.They would have filed the Accounts in March 2013 but the Notice to Companies

House of their Resignation was not filed for another 17 months.

The current Auditors are Darnells as stated by tufcjon and it is Darnells who qualified their Audit Reports for both 2013 and 2014.

Incidentally the failure to submit the Annual Return is very odd. The Board Statement said they received incorrect advice but Companies House issue regular reminders so it is a mystery why the Club chose to ignore the reminders.