Noble VCT plc - Foresight Group

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22 | NOBLE VCT PLC Directors’ Report and Business Review Continued Policy of Paying Creditors The Company does not subscribe to a particular code but follows a policy whereby suppliers are paid by the due date and investment purchases are settled in accordance with the stated terms. The trade creditors as at 31 March 2007 were £3,720 (2006: £17,173). Directors’ and Officers’ Liability Insurance The Company maintains a directors’ and officers’ liability insurance policy. Auditors Scott-Moncrieff has expressed its willingness to continue in office and resolutions for its reappointment and to authorise the directors to fix its remuneration will be proposed at the Annual General Meeting to be held on 2 August 2007. Going Concern After due consideration, the directors believe that the Company has adequate resources for the foreseeable future and it is appropriate to apply the going concern basis in preparing the financial statements. Statement of Directors’ Responsibilities The directors are responsible for preparing the Annual Report and the financial statements. The directors have chosen to prepare the accounts for the Company in accordance with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”). Company law requires the directors to prepare financial statements for each financial year which give a true and fair view in accordance with the UK GAAP of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that period and comply with UK GAAP and the Companies Act 1985. In preparing those financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether all applicable accounting standards have been followed; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and which enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for the system of internal control, for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors confirm that applicable accounting standards have been followed in the financial statements accompanying this report. In the case of each of the persons who are directors of the Company at the date of approval of this report: So far as each of the directors are aware, there is no relevant audit information (as defined in the Companies Act 1985) of which the Company’s auditors are unaware; and Each of the directors has taken all steps that he ought to have taken as a director to make himself aware of relevant audit information (as defined) and to establish that the Company’s auditors are aware of that information. Annual General Meeting Pages 38 and 39 contains a formal notice convening the forthcoming Annual General Meeting to be held on 2 August 2007. In addition to the ordinary business the following special business will also be proposed:
NOBLE VCT PLC 23 Special Business Resolution 6: Renewal of authority for directors to allot shares Resolution 6 will authorise the directors to allot relevant securities generally, in accordance with Section 80 of the Companies Act 1985 (“the Act”), up to a nominal amount of £840,883 (covering the proposed allotment of shares for which pre-emption rights will be disapplied for under resolution 7). Resolution 6 will be proposed as a special resolution. Resolution 7 Shareholders will be asked to disapply pre-exemption rights in respect of their authority to allot shares in the Company (i) up to an aggregate nominal value of £310,862 for the purposes of the dividend reinvestment scheme (ii) representing 10% of the share capital of the Company where the proceeds may (in whole or part) be used for the purposes of purchasing share capital and (iii) representing 5% of the share capital of the Company from time to time. Resolution 7 will be proposed as a special resolution. Resolution 8 The directors are aware that there is an illiquid market in the Company’s shares and that the shares are currently trading below net asset value. The directors therefore consider that the Company should have the ability to make occasional market purchases of its shares in the market for cancellation. Resolution 8 will seek authority for the Company to purchase a maximum of 14.99% of the current issued share capital. If shareholders approve this authority it would be the intention of the directors that any existing shares that were purchased would be at a discount to the last published net asset value immediately prior to the date of purchase. This should have the effect of increasing the net asset value per remaining share. Resolution 9 The Companies Act 2006 allows companies, with shareholder approval, to send or supply documents and information to shareholders in electronic form and by a website. The directors are of the opinion that this could be beneficial for both the Company and its shareholders, in particular as it may help reduce administration costs. As an initial step the directors propose by Resolution 9 to authorise the Company to send electronic communications to shareholders and make documents and information available on a website. If shareholders approve this resolution the directors will then review the procedures required to enable electronic communications and, if in the best interests of shareholders, will provide further information to shareholders at the appropriate time. Resolution 9 will be proposed as an ordinary resolution. By order of the Board Director Noble Corporate Management Limited Company Secretary 22 June 2007
Page 1 and 2: Noble VCT plc Report & Accounts Yea
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Page 7 and 8: Adviser’s Review NOBLE VCT PLC 5
Page 9 and 10: The quoted holdings sold during the
Page 11 and 12: Investment Portfolio Summary NOBLE
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