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Escher Group Holdings plc
Annual report 2011
18
to the members of Escher Group Holdings plc
Independent auditors’ report
We have audited the group and
parent company financial statements
(the “financial statements”) of
Escher Group Holdings plc for the
year ended 31 December 2011 which
comprise the Consolidated Income
Statement, the Consolidated Statement of
Comprehensive Income, the Consolidated
and Parent Company Statements of
Financial Position, the Consolidated and
Parent Company Statement of Changes
in Equity, the Consolidated and Parent
Company Statement of Cash Flows
and the related notes. These financial
statements have been prepared under
the accounting policies set out therein.
Respective responsibilities
of directors and auditors
The directors’ responsibilities for
preparing the Annual Report and the
financial statements, in accordance with
applicable Irish law and International
Financial Reporting Standards (IFRS)
as adopted by the European Union,
are set out in the Statement of
Directors’ Responsibilities.
Our responsibility is to audit the financial
statements in accordance with relevant
legal and regulatory requirements and
International Standards on Auditing
(UK and Ireland). This report, including
the opinion, has been prepared for and
only for the company’s members as a
body in accordance with Section 193 of
the Companies Act, 1990 and for no other
purpose. We do not, in giving this opinion,
accept or assume responsibility for any
other purpose or to any other person to
whom this report is shown or into whose
hands it may come save where expressly
agreed by our prior consent in writing.
We report to you our opinion as to
whether the group financial statements
give a true and fair view, in accordance
with IFRSs as adopted by the European
Union. We report to you our opinion as
to whether the parent company financial
statements give a true and fair view,
in accordance with IFRSs as adopted
by the European Union as applied in
accordance with the provisions of
the Companies Acts, 1963 to 2009. We
also report to you whether the financial
statements have been properly prepared
in accordance with Irish statute comprising
the Companies Acts, 1963 to 2009.
We state whether we have obtained
all the information and explanations
we consider necessary for the purposes
of our audit, and whether the parent
company statement of financial position
is in agreement with the books of account.
We also report to you our opinion as to:
—— whether the parent company has
kept proper books of account;
—— whether the directors’ report
is consistent with the financial
statements; and
—— whether at the date of the Statement
of Financial Position there existed a
financial situation which may require
the parent company to convene an
extraordinary general meeting of the
parent company; such a financial
situation may exist if the net assets
of the parent company, as stated in
the parent company statement of
financial position, are not more than
half of its called-up share capital.
We also report to you if, in our opinion,
any information specified by law regarding
directors’ remuneration and directors’
transactions is not disclosed and, where
practicable, include such information
in our report.
We read the other information
contained in the Annual Report
and consider whether it is consistent
with the audited financial statements.
The other information comprises only
the Chairman’s Statement, the Chief
Executive Officer’s Report, the Financial
Review, the Corporate Governance
Statement and the Directors’ Report.
We consider the implications for our
report if we become aware of any
apparent misstatements or material
inconsistencies with the financial
statements. Our responsibilities do
not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK and Ireland) issued by the Auditing
Practices Board. An audit includes
examination, on a test basis, of evidence
relevant to the amounts and disclosures
in the financial statements. It also includes
an assessment of the significant estimates
and judgements made by the directors
in the preparation of the financial
statements, and of whether the
accounting policies are appropriate
to the group’s and parent company’s
circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit
so as to obtain all the information and
explanations which we considered
necessary in order to provide us with
sufficient evidence to give reasonable
assurance that the financial statements
are free from material misstatement,
whether caused by fraud or other
irregularity or error. In forming our
opinion we also evaluated the overall
adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion:
—— the group financial statements give
a true and fair view, in accordance
with IFRSs as adopted by the European
Union, of the state of the group’s affairs
as at 31 December 2011 and of its profit
and cash flows for the year then ended;
—— the parent company financial
statements give a true and fair view,
in accordance with IFRSs as adopted
by the European Union as applied in
accordance with the provisions of the
Companies Acts 1963 to 2009, of the
state of the parent company’s affairs
as at 31 December 2011 and cash
flows for the year then ended; and
—— the financial statements have been
properly prepared in accordance with
the Companies Acts, 1963 to 2009.
We have obtained all the information
and explanations which we consider
necessary for the purposes of our audit.
In our opinion, proper books of account
have been kept by the parent company.
The parent company statement of
financial position is in agreement
with the books of account.
In our opinion, the information given in
the directors’ report on pages 16 and 17
is consistent with the financial statements.
The net assets of the parent company,
as stated in the parent company
statement of financial position on
page 21 are more than half of the
amount of its called-up share capital
and, in our opinion, on that basis there
did not exist at 31 December 2011 a
financial situation which under Section
40 (1) of the Companies (Amendment)
Act, 1983 would require the convening
of an extraordinary general meeting
of the parent company.
Damian Byrne
for and on behalf of
PricewaterhouseCoopers
Chartered Accountants
and Statutory Audit Firm
Dublin
12 April 2012