Document dY9BmV54z2Zb4g96mGLerN0d5

1963 rSgj}J BAKE PERKINS HOLDINGS LIMITED Sixty-third Annual Report and Accounts BAKER PERKINS HOLDINGS LIMITED BAKER PERKINS HOLDINGS LIMITED TO ORDINARY STOCKHOLDERS NOTICE IS HEREBY GIVEN that the sixty-third annual general meeting will be held in the Cambria Room, Connaught Rooms, Great Queen Street, London, W.C.2. on the 30th June 1964, at 2.30 p.m. for the following purposes:-- 1. To receive and, if approved, to adopt the directors' report and the accounts of the company for the year ended 31st December 1963. 2. To declare a dividend. 3. To elect directors. 4. To transact any other business of an annual general meeting. A stockholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a stockholder. Registered office, Westwood Works, Peterborough. 5th June 1964. By order of the board of directors, J. S. HARDY, Secretary. Dividend and Interest Payments Subject to the approval of the stockholders at the meeting, the warrants for the dividend on the ordinary stock will be posted on the 30th June 1964 to stockholders whose names appear on the register on the 16th June 1964. Dividend and interest payments in 1964 are scheduled for the following dates :-- 5f % Debenture stock .. 30th May and 30th November 6% Debenture stock .. 7% Preference stock , .. 30th May and 30th November .: 30th March and 30th September Ordinary stock ... .. 30th June and 30th November (final 1963) {interim 1964) 1" BAKER PERKINS HOLDINGS LIMITED Directors * A. I. BAKER C.B.E., J.P., M.A., MJ.Mech.E., M.I.Prod.E. Chairman * J. F. M. BRAITHWAITE M.A. Vice Chairman C. N. BROWN W. A. B. BROWN M.A.j A.M.I.Mech.E. J. S. CAROLIN M.B.E., F.C.A. * H. CROWTHER J.P., A.M.I.Mech.E. T. E. M. DOUGLAS B.A., A.M.I.Mech.E., A.M.Inst.R. S. C. HARGREAVES M.A., A.MJ.Mech.E. P. B. HARLEY B.Com. ' N. MOUNTAIN J. M.. PEAKE M.A., A.M.I. Mech.E. * W. S. B. SAMPSON F.C.A., A.C.I.S. L. P. SIMPSON B.Sc. (Tech.), M.I.Prod.E. * R.H. WILKINS O.B.E., F.C.I.S. "Members of Group Management Secretary Auditors J. S. HARDY M.A., F.C.I.S. PRICE WATERHOUSE & CO. Bankers LLOYDS BANK LIMITED MORGAN GRENFELL & CO., LIMITED Solicitors CLIFFORD-TURNER & CO. Head office and registered transfer office WESTWOOD WORKS, PETERBOROUGH London office 13, STANHOPE GATE, PARK LANE, LONDON W.l 2 CHAIRMAN'S REVIEW In my review and my statement to the annual general meeting last year, I mentioned that I found it extremely difficult to forecast with any accuracy the results of the group's operations during 1963, despite the en couraging results expected from the United States company, Baker Perkins Inc. During the course of the year it appeared increasingly certain that the rate of order-taking in our sector of the capital goods industry was not showing "the signs of an upsurge in activity that other industries were experiencing. The directors therefore deemed it prudent in October to halve the interim dividend pay ment to li% and to issue a caution about / the year's results. As soon as it became apparent that the results for the year were likely to exceed expectations and that the forecast for the current year showed an increased level of activity, the board issued a statement on 6th March 1964. The- final figures for 1963 now reveal that the operating result for the year before taxation was better than had been expected, but the United Kingdom com panies as a whole made a loss. However, this was more than offset finally by the increased profits of the overseas companies, particu larly by the excellent results of the North American company and by the increased amount of profit made by the European limited partnership in', which the company has an interest. I am pleased to report that in the last quarter of 1963 the rate of order-taking in creased considerably in most of the United Kingdom companies and that so far this higher level of order-taking has continued into 1964. The forecast of activity and profit for these companies for the current year shows a considerable improvement on last year's results. At the beginning of 1964 un executed orders were 20% higher in the United Kingdom companies and 50% higher in the overseas' companies than at the beginning of 1963. Having particular regard to the improved prospects for 1964, the board feels justified in recommending a final dividend of 10 %, to make a total distribution of 11^%, thus making good the reduction in the interim payment last October, although the dividend will only be three-quarters covered by last year's profits. Accounts In my remarks to the stockholders at the annual general meeting last year and again in the statement circulated on the 6th March 1964, I said that the annual report and accounts would be published later than usual this year. Although unavoidable, this is regrettable at a time when stockholders have been warned that the results for last year were poor. The delay is due entirely to the fact that audited accounts of the European limited partnership were not available at the usual time owing to the statutory quinquennial tax audit which the partnership had to undergo this year. The consolidated profit and loss account shows that the profit for 1963 before tax ation amounted to 815,526 compared with 844,351 in 1962.. Taxation amounted to 499,944 which is 61-3% of the profit. This unusually high rate is due to the fact that the overseas group of companies made substantial profits which had to bear tax at the appropriate rates in force in those countries, whereas the United Kingdom group of companies made a net tax loss which could not be fully re covered during the year by means of sub ventions. To cover taxation on the excess of In land Revenue capital allowances on fixed assets over the book depreciation, the com pany has adopted the practice of setting up a provision for taxation deferred by capital allowances, amounting to 311,814 at 31st December 1963. Note 4 to the accounts explains that this provision was created in the United Kingdom by the transfer of 283,000' from undistributed profits of prior years. I might add that Baker Perkins Inc. was re quired to set up a provision for deferred taxation at 31st' December 1962 of 36,428 under generally accepted accounting prin ciples in the United States and this amount" was included in last year's balance sheet under the heading Future Taxation. The profit for the year after taxation and after deduction of the profit attributable to minority interests amounted to 226,159 which shows a decrease of 274,859 over the 1962 figure" of 501,018. This is, however, better than the marginal result that we ex pected at one time. 3 Hie aon-fccading loss on disposal of have been taken by the local management to i investments is associated companies of operate efficiently when the factory is working 54,820 was referred to in the statement made below its full capacity. I am happy to say to the stockholders on 1st October 1963. also that the forecast for 1964 from the North The disposal of our interest in Baker Perkins American companies is again good- . Molins do Brasil S.A., resulted in a loss of Towards the end of 1963 Mr. Grant 194,963. This has been offset to some extent Robertson, who had been president of by the capital profit of 140,143 arising from Canadian Baker Perkins limited for five *- the sale of the investment ra A. Savy Jeanjean years, retired through ill health and I regret et Cie. of France, when that company was to report that he died in May this year. Mr. taken over by a large French investment R. H. Williams, who comes from outside tin: company. company and brings great experience with Is 1949 the company adopted a policy of him, was elected president and a director on setting up a reserve for the increased cost of Mr. Robertson's retirement. the replacement of fixed assets. Since that Our other subsidiaries in - Australia, time part of the profits transferred to this South Africa and Germany all increased their reserve have been capitalised in the scrip sabs and made a satisfactory return on the issues in 1955 and 1960. The balance re capital employed. The Australian company maining ott this reserve of 812,003 does not in particular has scored some notable suc now have any real significance and it appears cesses in introducing an increasing range of 4 that this practice has not been generally ac new designs of bread ovens and machinery cepted by the accountancy profession. In adapted to local conditions. The German fact our American company eliminated this company, which imports mainly wrapping reserve from its accounts in 1960 to conform and packaging machinery from the United to generally acceptable accounting principles Kingdom factories, continues to advance in inthe United States. It appears that this need the face of fierce competition within the seems generally to have been met by the European Common Market. retention in the business over the years of a feel that it isblfaer for the company to fell in line with current practice. Consequently, the balance cm the fixed asset replacement reserve has been re-transferred to the profit and loss account and included in the total of undistributed profit carried forward at 3Isl December 1963 of 4,200,357. I shall deal with these first as this was the most successful year in their history for the group's overseas investments as a whole. Baker Perkins Inc., U.S.A., in which the holding company has a shareholding of61 %, exceeded the good results it had forecast not withstanding the consolidation in its accounts of a loss by Canadian Baker Perkins Limited. Invoicing in the last quarter was larger than expected, resulting in larger earnings than originally forecast and considerably more thaa eomd have been reasonably foreseen untilqpite late in the year. Bjpveame great pleasure to report such a satisfectsj^ return on our investment in North America after two disappointing years. It resulted both from an increase in turnover and from the measures of rationalisation that' United Kingdom Companies 1963 was the most difficult and dis appointing trading year since the war for the largest operating subsidiary. Baker Perkins limited. The value of orders on hand at the beginning of the year was low and the rate of order-taking for the traditional lines of bakery, biscuit and chocolate and confect ionery machinery did not show any improve ment. until the last quarter of the year. Consequently this resulted in a reduced volume of output which could not be in creased by the late improvement in order taking. Every effort was made by the manage ment to reduce overheads, but in a business such, as this it would be manifestly wrong in the face of a temporary recession to cut drastically the resources of selling, design, development and technical personnel and knowTh^tkmMysMm.sQjms^cssms-. bled and trained over the years. Economies were made, but it was considered essential not to deplete unduly the manpower which would be required when the situation im proved, as it now has. Nevertheless, the decision had to be taken in September to reduce the capacity of the Hebbum-on-Tyne VsAsa-'" ~ factory and to declare some 300 employees redundant This decision was taken, most reluctantly in. view of the employment situ ation on Tyneside and only after every effort bad been unsuccessfully made to obtain work for that factory. The longest possible notice was given to the employees, who all bene fited from the company's generous redun dancy scheme, and I am pleased to say that the company was able to find alternative jobs with, other companies for all but a very few of those affected. Baker Perkins Limited entered 1964 with a higher figure of unexecuted orders than at the same time last year. This, together with the continuing good rate of order-taking and the prospects for the rest of the year, leads the management of that company to forecast a reasonable profit for the year. The companies specialising in wrapping and packaging machinery have always ex ported a larger proportion of their output than the rest of our United Kingdom, com panies, and, for this reason, were affected to a lesser degree by the difficult conditions experienced fay the latter. Their results were comparable with the previous year. The companies specialising in laundry equipment and conveyors showed reasonably sausfhctory results. James Halley & Sons Limited profits were depleted by the development and initial marketing expenses of the HaBey-AHer webfed offset litho printing press for magazine and newspaper work. This equipment, built under licence from After Press A/S of Copen hagen, shows very great promise and possibly the greatest growth potential of any side of the group's business, judged by the important orders already received. The first machine has recently been started up and is running regularly on commercial work. Exports Baker Perkins (Exports) Limited again had a successful year, although turnover was a little lower than in 1962. This was largely due to order-taking bring lower than fore cast in the first half of the year. Over 50% of the total invoicing of this company was in unit wrapping machines. Order-taking im proved later in the year and toe early trend of 1964 shows continued recovery in large automatic equipment as well as good pros pects again for packaging machinery. 26-4% of thefotal sales from the United Kingdom group went overseas. This is slightly less than in 1962, but when the amount of machinery manufactured and sold by our overseas companies is added to this, 12,500,000 m 53% of group sales was in overseas countries, compared with 47% -in 1962. Exports from the United Kingdom factories are expected to reach a higher figure in 1964 and tire directors aim further to in crease and consolidate our overseas trade in future as a primary way of expanding our business. Directors, Kfanapmenf and Staff Having referred in my verbal statement at tire last annual general meeting to the death last year of Mr. J. E. Pointon, a former director and member of the board of manage ment, it is with regret that I now record the death after a long illness of Mr. G. R. Baker, a former director who retired from the board in December 1953. A brilliant engineer, he was instrumental in building up the com pany's reputation for technical innovations in toe chocolate, confectionery and biscuit machinery fields between the ware, and he rose to be a member of the board of manage ment. During 1963 two members of the board retired. Mr. C. Dumbleton had been a director for 24 years and was a member of tire board of management from 1944 until Ms retirement from active management in 1956. During his 44 years in the drawing office of Baker Perkins Limited he was responsible for many important technical developments, including the "Unifiow" oven which repre sented a major step forward in pre-war baking techniques. He showed a rare com bination of great technical skill and real commercial flair and was respected by customers and employees alike for his know ledge, kindness and sense of humour. Mr. G. D. Wilson also retired in 1963 on reaching the age limit after 43 years of service. He had been a director for 13 years ami was latterly responsible for all experi mental and research work, having been en gaged on this type of work throughout most of his career. I am pleased to say that his experience remains at the disposal of two members of the group, as he is continuing in a part-time capacity as chairman of Baker Perkins Developments Limited and a dir ector of Baker Perkins Chemical Machinery Limited. 5 Earlier this year the directors invited will be at the discretion of the directors but Mr. P. B. Harfcy, president of Baker Perkins will be based on the profits of the United Inc., to accept a seat on the board of the Kingdom, group as a whole. They wili only holding company. This appointment now be made when the dividend has bam ade comes before the annual general meeting for quately covered and when, in the opinion of approval. His knowledge and experience of the directors, a proper amount has been conditions in the important North American retained for the future development of the market are highly valuable to the board and group. The new scheme will be more flexible will increase the already close ties between than the old and the directors retain their the companies on both sides of the Atlantic. powers to amend it at any time in order to In such difficult trading conditions as we deal with changing conditions. Employees' have recently experienced, the loyally and entitlements will be settled by the issue of endeavours of employees at all levels have ordinary stock in the holding company at ensured that the group has been able to market price, thus conserving cash, and it is overcome many adversities and disappoint intended that the scheme should result in ments and to build a position ofstrength from comparatively small allotments of stock. The which to meet the fbtare. I am sure that the directors are sure that the issue of this stock stockholders will join the directors in ex will continue to prove beneficial both to pressing their appreciation to the employees. employees and stockholders by giving em f The company has long been an advocate ployees a sense of partnership and encour \ of the principle of partnership between stock aging their active interest in the profitability holders, management and employees in a and future growth of the group. common enterprise. It has sought to recog nise this by providing employees with good conditions *af employment and by enabling The Future them to share to some extent in the pros perity of the company in good years. In 1947 the parent company introduced a profitsharing scheme which applied to employees of Baker Perkins Limited based, on the Peter borough and Hebbum-on-Tyne factories. In 1958 -the scheme was modified to allow settlement of entitlements by the issue of ordinary stock. Several subsidiaries also had limited schemes which applied to certain employees.. Due to the group reorganisation, the existing scheme for Peterborough and Hebbum-on-Tyne needed revision and it seemed inequitable that employees in some of the other subsidiaries should be excluded. The directors have therefore decided that the various schemes should be consolidated into The economies of this country and the world generally appear reasonably buoyant and there seem good prospects of their con tinuing this way during the remainder of the current year. However, the General Election in the autumn may have some effect which cannot be foreseen at the present time Profit margins in the engineering industry may be further squeezed by another wage increase and by the possible introduction of a shorter working week. In conclusion, looking at the position of the group as a whole and bearing in mind conditions in the engineering industry, pres ent indications are that prospects for 1%4 . are better than for some years. one group scheme in which all employees in the United Kingdom with certain service A. I. BAKER, qualifications should participate. Payments Chairman i s. ijjMgswaaSF 6 imtwi'.iw&wj.vy* REPORT OF THE DIRECTORS The Directors submit their report and the audited statement of accounts for the year ended 31st December 1963. The consolidated results of the group are shows in the group profit and loss account and are summarised below:-- Profit before taxation Profit after taxation ...................................................... Group profit of the year attributable to members of Baker Perkins Holdings Limited Undistributed profit brought forward and adjustments Total undistributed profit before dividends Dividends less income tax:-- Preference stock -- 7% .. ............................ Ordinary stock -- 1 li% Interim, 3d. (6d) per 1 stock ............................ Final recommended 2/- (l/9d) per 1 stock Undistributed profit carried forward 1963 .. 815,526 .. 315,582 .. 226,159 .. 4,269,695 .. 4,495,854 18,008 30,835 246,654 .. 4,200,357 1962 844,351 496,901 501,018 3,705,928 4,206,946 18,008 61,538 215,383 3,912,017 THE COMPANY AND ITS SUBSIDIARIES The annexed accounts reflect for the first time the reorganisation of the company on 1st January 1963 and the transfer of certain assets between Baker Perkins Holdings Limited and the United Kingdom subsidiaries. During the year under review, the company disposed of its 50% interest in Baker Perkins Molina do Brasil S.A. and also sold its 20% shareholding in A. Savy Jeaajean et Cie., France, when that company was purchased by another concern. The net result of these two transactions was a capital loss of 54,820. DIRECTORS The directors, acting under article 85 of the company's articles of association, ap pointed P. B. Harley as a director, and his name comes before the general meeting for re-election. The directors retiring by rotation are: A. I. Baker, N. Mountain, J. M. Peake and L. P. Simpson, who, being eligible, offer themselves for re-election, AUDITORS Price Waterhouse & Co. have signified their consent to continue in office. 25th May 1964 By order of the board, J. S. HARDY, Secretary. 7 BAKER PERKINS HOLDINGS IIMITED AND SUBSIDIARIES Consolidated Profit and Los Account for tlte year ended 31st December, 1963 Trading Profit (Hotel) ........................ .. Income from associated undertakings (Note 2),. Bank and loan interest (Note 3)...................................... Profit before taxation Taxation (Note 4} Profit after taxation .............................................. .. Profit (Joss) attributable to minority interests in sub sidiaries .. Group profit of tbe year attributable to members of Baker Perkins Holdings Limited (Note 5) .. 1963 850461 345,232 1,195,493 379,967 815426 499444 315,582 89,423 226,159 Undistributed profit brought forward........................ .. 3,912^17 Transfer from fixed asset replacement reserve (Note 9) 812,003 4,724,020 United Kingdom taxation deferred by capital allowances at 31st December 1962 (Note 4) 283,000 4,441,020 4,667,179 Loss on disposal of investments in associated companies 54,820 Transfer to capital reserve (Note 9) 116,505 Dividends less income tax on:-- ?% preference stock.................................................. Ordinary stock:--- Interim, 3d.(6d) per 1 stock .......................... Final recommended, 2/-{l/9d) per 1 stock 18,008 30,835 246,654 171,325 4,495,854 295,497 Undistributed profit carried forward:-- Baker Perkins Holdings Limited .......................... 1453,449 Subsidiaries 2,646,908 4400457 1962 913416 306,114 1,219430 374,979 844,351 347,450 496,901 (4,117) 501,018 | 3,816,042 -- 3,816,042 4,317,060 ' 110,114 110,114 4406,946 18,008 61438 215483 294,929 1,141,891 2,770,126 3,912,017 See notes to the accounts 8 aUBBBSWtg- BAKER PERKINS HOLDINGS LIMITED AND SUBSIDIARIES Consolidated Balance Sheet 31st December 1963 Fixed Assets Land, buildings, plant and machinery (Note 7) Investments in associated undertakings (Note 2) 1963 5,481,545 644,189 Current Assets Stock and work in progress (Note 8) Debtors .................................................. Cash .................................................. Less; Ctaeafc Tighfliffeg Bank advances (Note 8) .. ,. Creditors .......................... .. .. Progress payments .. .. .. Current taxation .......................... Recommended final ordinary dividend 3,392,466 3,521,949 830,969 340,204 246,654 6,125,734 8,294,463 8,718,762 . 462,474 17,475,699 8,332^42 9,143,457 15,269,191 Financed asfollows: Capita! and Reserves Issued ordinarycapital of Baker Perkins Holdings Limited Reserves; Capital (Note 9) ,. Revenue -- undistributed profit Ordinary stockholders' interest Issued preference capital of Baker Perkins Holdings Limited Minority Interests in Subsidiaries Future Iteration --Insurae Tax 1964/65 Taxation deferred by capital allowances Debenture Stock (Note 10) See notes to the accounts 4,026,996 1,429,759 4,200,357 9,657,112 420,000 10,077,112 1,690,665 189,606 311,814 501,414 3,000,000 15,269,191 1962 5,371,377 728,867 6,100,244 8,321,054 8,719,659 611,794 17,652,507 3,775,252 3,335,972 592,538 457,625 215,383 8,376,770 9,275,737 15,375,981 4,018,809 2,111,593 3,912,017 10,042,419 420,00) 10,462,419 1,635,292 r* 241,842 { 36,428 L 278,270 3,000,000 15,375,981 9 BAKER PERKINS HOLDINGS UMITED Balance Sheet 31st December 1963 Fixed Assets Land, bialdings, plant and machinery (Note 7) Investments in associated undertakings (Note 2) Subsidiaries Shares at cost...................................... Amounts receivable .......................... Amounts payable .......................... Current Assets (Note 8}.......................... Less: Current liabilities Bank advances Creditors and progress payments Recommended final ordinary dividend 1963 1328,925 459362 1,788387 7384313 3,824,546 11,108,759 425,708 10,683,051 153390 12,624,728 1,918,838 333,153 246,654 2,498,645 10,126,083 Financed asfallows: Capital and Reserves Capital: 7% cumulative preference Ordinary .. Authorised in shares of 1 each ., 420,000 6,000,000 Issued and converted into stock 420,000 4,026,996 6,420,000 4,446,996 Reserves: Capital (Note 9) Revenue--undistributed profit Future Taxation Income Tax 1964/65 .......................... Taxation deferred by capital allowances Debenture Stack (Note 10) 1,043,138 1,553,449 2396387 7,043383 82309 82,500 3,000,000 A. I, BAKER J. F. ML BRAITHWAJTE See notes to the accounts 1 J Directors ---------------10,126,083 10 1962 see Note 6 1,984,891 543,369 2328,260 4,084,575 2,108,127 6,192,702 387,391 5,805,311 5,514,195 13,847,766 1,967,436 1,610379 215383 3,793,798 10,053,968 421,000 4,018,809 4,438,81 1,435,268 1,141,891 . 2377,159 7,015368 38,000 38,000 3,000,000 10,053368 'SSt&TGT**!** NOTES TO THE ACCOUNTS I TRADING PROFIT This is after deducting: Depreciation ................................................. Directors' emoluments: Fees......................... Management services Pensions to past directors or their dependants Audit fees and expenses 1963 516,649 -- 99,990 7,949 16,85.7 1962 4924582 3.250 92,699 10,426 16,426 2 ASSOCIATED UNDERTAKINGS (a) Income European limited partnership-- Profit for year before taxation attributable to the company's minority investment Associated companies-- Dividends received .................................................................................... m Investments European limited partnership: Minority investment, at cost..................................... Net nnreaiitted profit from 1st January 1962 .. Company 1963 205,215 226,619 1962 205,215 110,114 431,834 315,329 The capital and unremitted profit attributable to this investment at 31st December 1963 amounted to approximately t,070,000 (935,000),' Prior to 1st January 1962, income was taken into profit only to the extent ofremittances received. Associated companies: Shares at cost................................................ .. Advance ............................................................ 27,528 -- 171,815 56,225 459,362 543,369 1963 327,311 17,921 345,232 1962 287,428 18,686 306,114 Group 1963 205,215 226,619 1962 205,215 110,114 431,834 315,329 212,355 644,189 357,313 "56)225 728,867 3 BANK AND LOAN INTEREST Debenture stocks........................ Rank and other loans 4 TAXATION Based on the profit for the year -- United Kingdom {after relief of 27,000 (46,0001 for investment allowances). Income tax.......................................................... ; ................................................. Profits tax ........................................................................ Overseas (including 135,398 (106,623) on unremitted profit of European limited partnership)............................................................ Lets Adjustments in respect of previous years 1963 183,750 196,217 379,967 1963 1962 183,750 191,229 374,979 1962 12.874 -- 494,374 507,248 7,304 499,944 204,578 79,439 136,335 420,352 724*02 347,450 United Kingdom taxation deferred by capital allowances at 31st December 1962, amounting to 283,000, was set aside from undistributed profit on 1st January 1963; the charge for United Kingdom taxation for 1963- has been reduced by a release of 41,990 from the amount thus set aside. 5 PROFIT OF THE COMPANY Profit dealt with in the accounts of Baker Perkins Holding* Limited amounts to 178.255 (408,277) in respect of the year together with 337,005 { nil} received from subsidiaries out of previous years' profits. 6 BALANCE SHEET OF THE COMPANY Changes in the assets and liabilities of tin; company arise mainly from the transfer on the 1st January 1963 of the engin eering operations to two newly-formed subsidiaries. Baker Perkins Limited and Baker Perkins Chemical Machinery Limited, referred to in the Chairman's review in the 1962 annual report. 11 ~yd~ NOTES TO THE ACCOUNTS--continued 7 LAND, BUILDINGS, PLANT AND MACHINERY Group Freehold sad leasehold land and buildings Motor vehides' 1963 Cost Depreciation 3,105,312 817.862 6.630,810 3,618,244 423,629 242,100 10,159,751 4,678,206 5,481X5 1962 Cost Depreciation 3.052,099 757.175 6.220,417 3,346,678 431,259 228,545 9,703,775 432,398 5,371,377 Company Freehold and leasehold land and buildings Plant, machinery and equipment Motor vehicles 1963 Cost Depredation 1,756,090 430,476 11,755 8,444 1,767,845 438,920 1,328,925 1962 Cost Depredation 1,142,430 280,675 2,262^54 1,222,578 168,071 84,911 3,573,055 1,588,164 1,984,891 Commitments for capital expenditure are estimated for the group at 232,000 (228,000) and for the company at 8,000 (107,000). 8 CURRENT ASSETS AND CURRENT LIABIUTEES Stock and work in progress is included in the accounts at the lower of cost and net realisable value. Bunk advances include secured.advances to overseas subsidiaries of 31.8,420 (395,358). Details of the enrrent assets of Baker Perkins Holdings limited-are as follows; 1963 Stock and work in progress Debtors..................................... Tcaaxastihon..r.e.c.o.v.e.r.a.b.l.e........ . 5,187 148,203 1962 2,869,9(7 2.619,856 24,422 153,390 5,5(4,195 9 CAPITAL RESERVES Balances at 31st December 1962 .. Transfer to profit and loss account Transfer from profit and loss account being net uaremitted profit for 1963 attributable to minority investment in European limited Premium on issue of 8,i87 ordinary shares Adjustments arising on consolidation Balances at 3isf December 1963 Share premium account 808,434 8.085 816,519 Company Group fixed asset replacement reserve Other Total Total 516,720 (516,720) 110,114 1,435,268 2,111,593 (516,720) (812/003) 116,505 IJ<vS05 8,085 116,505 8,085 5,579 -- 226,619 1,043,138 1,429,759 10 DEBENTURE STOCK The debenture stock is secured by a first floating charge on the assets of the company and consists of 1.500,000 5j per cent stock dared 1979/84 and 1,500,000 6k per cent- stockdated .1981/86.. On the 30tb November 1964 and annually thereafter the company, must redeem at par 30,000 of the 1979/84 stock to be selected by drawings and must redeem a further 311,000 of the 1981/86 stock from the 30th November 1966, unless already purchased is (he open market at a price sot exceeding 105 per cent 11 CONTINGENT LIABILITIES ' ........................ ______ __________________ . ' There were contingent liabilities in subsidiaries of 215,000 (191,000) in respect of trade bills discounted. Tim com pany bad guaranteed bank overdrafts of subsidiaries amounting to 675,939 (843.278). 12 RATES OF EXCHANGE Overseas fixed assets and depreciation thereon have been expressed in starting at the exchange rates ruling at the dates of acqtnrifidn. Other overseas assets and liabilities have been expressed at the rates ruling at the 31st December 1963. 13 SUBSIDIARIES' ACCOUNTING DATES For conveaieoce of management the annual accounts of two overseas subsidiaries are made up to the 30tb September and one other to the 30th November. The differences between inter-company balances amounting to 50,120 (105,475) have been included m debtors. 12 REPORT OF THE AUDITORS TO THE MEMBERS OF BAKER PERKINS HOLDINGS LIMITED In our opinion the foregoing accounts and notes give, so far as concerns members of the company, a true and fair view of the state of affairs as at 31st December 1963 and the profit for the year ended-on that date of the company and of the group consisting of the company and its subsidiaries. Tim accounts of the European limited partnership referred to in note 2 have been audited by a European firm. We have obtained all the information and explanations which we considered neces sary. In our opinion the company has kept proper books and the balance sheet of the company, which, is in agreement with them and with the said information and explanations, gives with the group accounts and notes in the prescribed manner the information required by the Companies Act, 1948. 3 Frederick's Place, bid Jewry, London, E.C.2. 25th May, 1964. PRICE WATERHOUSE & CO. Chartered Accountants. rssPs&asw'f swum*-* 13 BAKER PERKINS HOLDINGS UMITEB AND SUBSIDIARIES Financial Statistics for Past Tea Years (Amounts are expressed in thousands of pounds) 1954 1955 1956 OPERATIONS Sales .. .. Depreciation and replacement reserve......................................... Profit before taxation .. ,. ' Taxation......................................... Group profit of the year attribut able to members of . Baker Perkins Holdings limited , 12,900 398 1,066 617 407 FINANCIAL POSIT] OH Fixed assets less depreciation .. Current assets less current lia bilities .. Debenture stock Future taxation .. Minority interests is subsidiaries Preference stock -Ordinary stockholders' equity 2,094 4,192 -- 446 850 420 4,570 ORDINARY STOCKHOLDERS Issued capital Gross dividend rate Net ordinary dividend Cover for net dividend Net profit earned for stockholders' equity .. Net book value of 1 stock .. U26 10-7% 81 4-8 ` 8-6% 68/lld NUMBER OF EMPLOYEES 5,820 12,380 440 441 263 236 ` 14,370 453 1,125 627 415 2,651 . 3,963 -- 3m 831 420 5,003 3,172 3,922 --- 302 904 420 5,468 *1,769 90% 92 2*4 4*% *56/7d *Scrip issue 1 for 3 6,100 1,769 9-2% 93 4-3 7-3% 61/I0d 5,950 1! 13,7 4 1,0 6 4t 3,11 4,4? 31 97. 421 5,88: 1,765 19-0% 102 3-8 6*5% 66/6d 5,730 14 aaaayn-;rj:yv,-, 1958 1959 mo 1961 1962 1963 14*300 379 894 464 416 3,770 5,854 375 274 1,522 420 7,033 2,201 10*0% 133 3*0 5-7% 63/Ild 6,280 15,450 360 772 293 418 18,000 366 1,193 563 530 23,700 474 1,294 598 686 3,878 7,410 1,500 182 1,603 420 7,583 4,348 7,407 1,500 207 1,713 420 7,915 5,652 9,634 3,000 482 1,642 420 9,742 2,357 10*0% 143 2*8 5*3% 64/4d 6,430 *3,072 11*25% 214 2*4 6*5% *Sl/6d *Scrip Issue 1 for 4 7,020 3,993 11*25% 275 2*4 6-8% 4S/lQd 9,850 22,750 493 844 347 501 6,100 9,276 3,000 561 1,635 420 9,760 4,019 11*25% 277 1*7 4*8% S0/-4 9,920 23,450 517 816 500 226 6,126 9,143 3,000 501 1,691 420 9,657 4,027 11-25% 277 0-8 2*2% 47/1 Id 9,080 15 BAKER PERKINS HOLDINGS LTD -- SUBSIDIARIES UNITED KINGDOM THE ALLIANCE FOUNDRY COMPANY LIMITED LUTON BAKER PERKINS LIMITED PETERBOROUGH & HEBBURN-ON-TYNE Pood, foundry & rubber BAKER PERKINS CHEMICAL MACHINERY LIMITED PETERBOROUGH BAKER PERKINS GRANBULL LIMITED TWYFORD, BERKS. BAKER PERKINS DEVELOPMENTS LIMITED TWYFORD, BERKS. BAKER PERKINS (EXPORTS) LIMITED LONDON Machinery exporters BAKER PERKINS JAXONS LIMITED (80%)* GLASGOW JOB DAY & SONS LIMITED LEEDS WM. DOUGLAS & SONS (ENGINEERING) LIMITED LONDON THE FORGR0YE MACHINERY CO. LIMITED LEEDS & GATESHEAD FORMMASTER LIMITED (80%)* LONDON Befrigerafcfoo, food pro cessing plant & pomps Wrapping & packaging machinery JAMES HALLEY & SONS LIMITED WEST BROMWICH Printing machinery THE NORTHERN MANUFACTURING CO. LIMITED GAINSBOROUGH Gears & gear buses ROSE BROTHERS (GAINSBOROUGH) LIMITED GAINSBOROUGH ROWNSON CONVEYORS LIMITED LONDON STEELE & COWLISHAW LIMITED HANLEY, STOKE-ON-TRENT Paint & ink machinery OVERSEAS eOMPASlES AUSTRALIA BAKER PERKINS PTY. LIMITED CANADA CANADIAN BAKER PERKINS LIMITED* (66-% owned by Baker Perkins Inc.) SERB!AMY FORGROVE G.m.b.H. MELBOURNE <Sr0^ P^dacfe {import & MPUmCtBEg) BRAMPTON, ONTARIO P>dacte Omport & COLOGNE & NEW ZEALAND BAKER PERKINS (N.Z.) LIMITED AUCKLAND GtTM? PRwiBcfe (import & SOUTH AFRICA BAKER PERKINS SOUTH AFRICA (PTY.) LIMITED JOHANNESBURG ggy"** <tePort & SWflZEBLAMO BAKER PERKINS A.G. ZUG Inrotowt company US.A. BAKER PERKINS INC. (61 %}* SAGINAW, MICHIGAN Percentage of equity owned by Baker Perkins shown in brackets where not wholly owned. Food&cfeemfeal mad&ery 16 Modern machine tools in use during the production ofequipment forthe rubber industry In Use Baker Perkins Limited factory at Hebburn-cn-Tyne. Wrapping and packaging machines ere demonstrated in this section ofUse Forgrove GmbH premises in Cologne, W, Germany