6. EMPLOYEES AND DIRECTORS’ REMUNERATION

11. SHARE CAPITAL

      Authorised share capital

8. DEBTORS

There are no retirement benefits accruing to any of the Directors.

£4,994 (2016: £4,994) was paid to Mr Norman Lott for his professional services.

Additional directors remuneration of £35,000 (2016: £nil) was paid to a director through subsidiary entities.

7. INVESTMENTS

The company owns the following undertakings, all of which are incorporated in the United Kingdom and have their registered offices at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

10.  FINANCIAL INSTRUMENTS

Details of the Company’s share options and warrants are set out in NOTE 17 to the consolidated financial statements.

12. SHARE PREMIUM ACCOUNT

13. PROFIT AND LOSS ACCOUNT

14. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

15. INTERCOMPANY

The company has taken advantage of the exemption conferred by FRS102 Section 22 “Related Party disclosures” not to disclose transactions undertaken with other members of the group.

Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the Annual General Meeting is set out below.  The notice of AGM is set out on page 40.

Ordinary business at the AGM

In addition to the re-election of a Director retiring by rotation (resolution 4) and renewal of authorities to allot shares (resolutions 5 and 6), the following ordinary business resolutions will be proposed at the AGM:

(a) Resolution 1: to approve the annual report and accounts.  The Directors are required to lay before the Company at the AGM the accounts of the Company for the financial year ended 31 March 2017, the report of the Directors and the report of the Company's auditors on those accounts.

(b) Resolution 2: to approve the re-appointment of Crowe Clark Whitehill LLP as auditors of the Company.  The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c) Resolution 3: to approve the remuneration of the auditors for the next year.

Re-election of Directors

Under the Articles of Association, Directors must retire and submit themselves for re-election at the annual general meeting if they have not done so at either of the two previous annual general meetings.  By resolution 4, Alexander Johnson is retiring by rotation, and submitting himself for re-election.

Grant of authorities to allot shares

The Company currently has an issued share capital of £2,383,751.90 divided into 238,375,190 Ordinary Shares.  The Company has outstanding warrants to subscribe for 4,567,504 Ordinary Shares at 2p per share.

The Board proposes to renew the current authorities to allot shares, which expire at the next AGM.  Accordingly, resolutions 5 and 6 are being proposed at the AGM for the purpose of (i) granting the Directors general authority to allot up to 119,190,000 ordinary shares, representing approximately 50% of the current issued ordinary share capital; and (ii) disapplying pre-emption rights in connection with the allotment of up to 37,000,000 ordinary shares, representing approximately 15.5% of the current issued ordinary share capital.

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