**CELL FOUNDATION (LIMITED BY GUARANTEE) Company No: 08565097 (England and Wales) Charity Number: 1156554**
**REPORT OF THE DIRECTORS**
**AND**
**FINANCIAL STATEMENTS FOR**
**THE YEAR ENDED 31 MARCH 2021**
_Prepared by_ **GENCH & COMPANY INTERNATIONAL ACCOUNTANTS, TAX & BUSINESS ADVISERS 3 JARVIS CLOSE BARKING, ESSEX IG11 7PZ Tel: 020 8820 6614 Email: info@genchcompany.com**
## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **INDEX TO THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2021**
|**CONTENTS**|**Page**|
|---|---|
|Legal and Administrative Information|3|
|Report of the Directors|4 - 8|
|Independent Examiner’s Report|9|
|Income & Expenditure Accounts|10|
|Balance Sheet|11|
|Notes Forming Part of the Financial Statements|12 - 13|
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## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **LEGAL AND ADMINISTRATIVE INFORMATION FOR THE YEAR ENDED 31 MARCH 2021**
Company / Charity Name: Cell Foundation Company Registration Number: 08565097 Charity Registration Number: 1156554 Registered Office and Operational Address **:** 258 Cambridge Heath Road London E2 9DA Directors: Ms Carol Milika Muritu Mr Richard Michael Priestley Mr James David Healy Chesterman Secretary: Ms Carol Milika Muritu Independent Examiner: Mr Guvench G Gench Gench & Company 3 Jarvis Close Barking Essex IG11 7PZ Bankers: HSBC Bank Plc Lion House 25 Islington High Street London N1 9LJ
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## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 MARCH 2021**
The Management Committee presents its report and annual financial statements for the year ended 31 March 2021.
## **STRUCTURE, GOVERNANCE AND MANAGEMENT**
## **Governing Document**
The Organisation is a charitable company limited by guarantee and was formed to promote the practice and appreciation of the arts for the public benefit. The organisation aims to advance the public’s education in the arts by establishing and maintaining an art gallery for the provision of exhibitions, lectures and intern training programmes. Additionally, it supports artists who are in financial need by assisting with studio workspace for them. Cell Foundation was registered as a company on 11 June 2013 and as a charity on 7 April 2014. The company was established under Memorandum of Association, which established the objects and power of the charitable company and is governed under its Articles of Association. In the event of the company being wound up, members are required to contribute an amount not exceeding £1.
## **Recruitment and Appointment of Management Committee**
The three directors of the company, Carol Milika Muritu, Richard Michael Priestley and James David Healy Chesterman are charity trustees for the purpose of the charity law and the company’s Articles. The company secretary is Carol Milika Muritu. All trustees are members of the Management Committee. Under the requirement of the Memorandum and Articles of Association, the members of the Management Committee are elected to serve for a period of twelve months. After this time, they must be re-elected at the next Annual General Meeting. The Charity has a good mixture of business, community, academic and art specialist skilled representatives on the Management Committee. In an effort to maintain this broad skill mixture, members of the Board are requested to provide a list of skills and to update it on a yearly basis.
## **Trustee Induction and Training**
An induction pack will be provided to new Board members when elected. New Board members will meet with both the chair of the Management Committee and the director of the organisation as part of their induction into the service to cover: -
- Obligation of the Management Committee.
- Main documents which set out operational framework for the Charity including Memorandum and Articles.
- Resourcing and the current financial position as set out in the latest published accounts.
- Future plans and objectives.
## **Organisational Structure**
Cell Foundation has clearly defined structures that allow the members to participate through an elected Management Committee as governing body for policy and overall management responsibilities and through quarterly member meetings.
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## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **REPORT OF THE DIRECTORS (Continued) FOR THE YEAR ENDED 31 MARCH 2021**
The staff, led by the director, have the responsibility of running day-to-day work and the organisational development.
Cell Foundation has a Management Committee, which does not have a maximum number of trustees, but does have a minimum of two. The trustees meet bi-monthly and are responsible for the strategic direction and policy of the Charity. At present the Management Committee has a variety of professional backgrounds relevant to the work of the Charity. The company secretary sits on and chairs the committee. All members of the Management Committee have voting rights. The directors are responsible for the day to day running of the service, ensuring that the Charity delivers the services specified and that performance targets are met. Operational management is carried out by the directors or the senior staff member and they ensure that staff continue to develop their skills in line with good practice.
## **CELL FOUNDATION’S OBJECTIVES**
Cell Foundation’s aims and objectives are to continue to improve the quality of exhibitions in the gallery, aiming to widen the public’s knowledge about emerging contemporary artists in the local community of Tower Hamlets and London wide. The activities are underpinned by its commitment to public engagement. Cell Foundation aims to:
- Support artists in financial need and encourage their participation in the wider community.
- Provide Community advocacy to empower their engagement with the gallery.
- Improve the quality of information and access for our audiences.
- To actively seek funding partners to ensure our commitment to paying artists fees for commissioned works.
- Ensure The Arts Council of England’s strategic plans are on the agenda at all our organisation’s strategic levels with a view to becoming a National Portfolio Organisation
- Establish, develop and maintain work relations with local community groups and encourage community growth through capacity building, i.e.: educational access.
- Reduce isolation by developing the Cell Foundation network and link up with other agencies in order to generate a broad range and depth of views and ideas to influence decisions and change.
- Keep abreast of changes in emerging contemporary art on an international level.
## **Achievements and Performance**
Cell Foundation activities are continued to capture artist’s needs and expectations. Cell Foundation works relentlessly to create the structures and information that enables the Foundation to engage with local, national and international audiences.
- New partners, Art Fund, Henry Moore Foundation, Pro-Helvetica, CH, Phileas, Austria, Canada Council For the Arts, Arts Council England, London, Boris Lurie Foundation, Foundation, NYC, Chisenhale Dance Space for the exhibitions programme.
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## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **REPORT OF THE DIRECTORS (Continued) FOR THE YEAR ENDED 31 MARCH 2021**
- Recruitment of a new Associate Curator, Eliel Jones to increase international relations and marketing Delivering Community Advocacy Project targeting local schools and community groups for Tower Hamlets, Hackney and Lewisham.
- Cell Foundation’s increasing presence in specialist Art Publications with inclusions in Frieze, Art Monthly, Art Forum, Contemporary Art Daily.
- Internship scheme has been extended to 6 month commitment to allow for more indepth professional practice.
- Secured a leasehold agreement with new Forest Park premises in Waltham Forest buildings for studio workspace, with major refurbishment plan in place.
- Engagement with other stakeholders ICA, Essex St, NYC, Baltic Triennial and Chisenhale Dance Space.
- Website functionality and domain hosting updated.
- Acquired a new 400 square feet ground floor event space with a new live art media programme, ‘Cellular’.
- Celebrated the gallery’s 20th anniversary with a bespoke programme of exhibitions.
The year was successful in serving our audiences and artists and in achieving Cell Foundation’s aims and objectives.
## **Financial Review**
Principal Funding Sources:
- The Arts Council of England, The London Community, Boris Lurie Foundation, London Community Foundation, Cockayne Fund and Cell Project Space.
## **Investment Policy:**
Cell Foundation is working to develop Investment Policy.
## **Reserve Policy:**
Cell Foundation has an assurance from a key-funding source to hold 6 months of core cost aside to safe guard the organisation’s future in case of financial problems.
- The need for enough resources for Cell Foundation to carry out its present and future activities effectively.
- The level of risk and how to manage it.
- Have an ethical approach to investment.
## **Plans for Future Periods**
Cell Foundation is going to:
- Research into Patrons group and donations.
- Target Universities to increase the engagement of interns
- Improve Cell Foundation’s voice in local policy and planning and decision-making.
6
## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **REPORT OF THE DIRECTORS (Continued) FOR THE YEAR ENDED 31 MARCH 2021**
## **Risk Management**
The Management Committee has identified that they need to conduct a review of the major risks to which the Charity is exposed and a risk register has been established. The three areas highlighted are funding (developing varied funding streams), appropriate financial procedures in place and minimising health and safety risks. They have identified a need to improve online security for the organisation, with a need for increased backup and storage backup facilities.
## **Responsibilities of the Management Committee**
Company and charity laws require the trustees to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the charitable company as at the balance sheet date and of its incoming resources and application of resources, including income and expenditure, for the financial year. In preparing those financial statements the management committee should follow best practice and:
- Select suitable accounting policies and then apply them consistently.
- Make judgements and estimates that are reasonable and prudent.
- State whether the policies adopted are in accordance with the Charities Statement of Recommended Practice - SORP and with applicable accounting standards, subject to any material departures disclosed and explained in the financial statements.
- Prepare the financial statements on the going concern basis unless it is inappropriate to assume that the Charity will continue operating.
The Management Committee members are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time, the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. The Management Committee members are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud or other irregularities.
## **Members of the Management Committee**
Members of the Management Committee, who are directors for the purpose of company law, and trustees for the purpose of charity law, who served during the year and up to the date of the report are set out on page 3.
In accordance with company law, as the company’s directors, we certify that:
- As so far as we are aware, there is no relevant audit information of which the company’s accountants are unaware.
- As the directors of the company we have taken all steps that we ought to have taken in order to make ourselves aware of any relevant audit information and to establish that the Charity’s auditor is aware of that information.
7
CELL FOUNDATION
(LIMITED BY GUARANTEE)
REPORT OF THE DIRECTORS (Continued)
FOR THE YEAR ENDED 31 MARCH 2021
Review and Results
The directors I trustees report a net surplus of £61.921 on operations for the year.
The management committee has added this surplus towards Cell Foundation's funding
reserve for exhibitions and is working on a fundraising strategy to increase long and short
tern) funding, for artists, projects.
Balance Sheet
Details of the major items on the balance sheet can be found in the notes to the accounts.
The fluciuations in debtors and creditors year on year are purely the result of Ihe timing of
receipis and payments around the year*nd.
Accountants
Gench & Company was appointed as the charitable company's accountant during the year.
This report has been prepared in accordance wilh the Siatement of Recommended Practice-
Accounting and Reporting by Charities issued in January 2015 and in accordance with the
special provisions of the Companies Act 2006 relating to small entities.
Approved by the Management Committee and signed on behalf of the Management.
Carol Milika Muritu
Richard Michael Priestley
Date:
15th December 2021
INDEPENDENT EXAMINER'S REPORT
TO THE MANAGEMEIYT COMMITTEE OIY THE UNAUDITED ACCOUIYTS OF
CELL FOUNDATION
I report on the financial statements for the year ended 31 March 2021 set on pages 10 to I I
and notes to the accounts on pages 12 to 13.
Respective Responsibilities of directors and independent examiner:
As described on page 7 the company's directors are responsible for the preparation of ihe
financial statements, and they consider that the company is exempt from an audil. It is my
responsibility to catry out procedures designed to enable me to report my opinion.
Basis of Opinion
My examination was carried out in accordance with ihe Statement of Standards for Reporting
Accountants, and so my procedures consisted of comparinbl the financial statements with the
accounting records kept by the company. and making such liniited enquiries of the olcerS of
the company as I considered necessary for the purposes of this report. These procedures
provide only the assurance expressed in my opinion.
Independent Examiner's StAtement
In my opinion..
a) The financial statements are in agreement with those accounting records kept by
the Company under section 221 of the Companies Act 2006.
b) Having regard only to. and on the basis of, the infonnation contained in those
accounting records..
The financial statements have been drawn up in a manner consistent with the
accounting requirements specified in section 249C(6) of the Act. and
The company satisfied the conditions for the exemption from an audit of the
financial staternents for the period specified in section 249A(4) of the Act and
did not, at any time within that period, fall within any of the categories of
companies not entitled to the exemption specified in section 249B(I ).
Guvench G Gench frAJA
Gencli & Company
International Accountants, Tax & Business Advisers
3 Jarvis Close
Barking, Essex
IGII 7PZ
Date=
15th December 2021
## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **INCOME AND EXPENDITURE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2021**
|Unrestricted
Restricted
2021
Notes Funds
Funds
Total Funds
_£_
_£_
_£_
**INCOME**
Donations
3
337,413
650,701
988,114
Grants
3
48,481
48,481
**Total Income**
337,413
699,182
1,036,595
**EXPENDITURE**
Insurance
4,230
Rent and Service Charges
233,032
Canteen and Cleaning
18,258
Renewals and Maintenance
343
Light and Heat
6,017
Telephone and Internet
21,508
Transport and Travelling
828
Postage and Stationeries
466
Exhibition Expenses
4
106,301
Legal and Professional Fees
21,584
Independent Examiner’s Fees
3,000
Bank Charges
0
Depreciation
14,707
**Total Expenditure**
430,274
**Total Income Less Total Expenditure**
606,321
**Designated Expenditure for Leyton Studio**
**Build Refurbishment Project**
(544,400)
**Net Surplus**
61,921|2020
Total Funds
_£_
381,842
64,995|
|---|---|
||446,837|
||4,273
144,005
15,793
1,104
6,243
17,332
1,416
295
100,534
29,910
2,000
62
6,524|
||329,491|
||117,346
0|
||117,346|
The notes on pages 12 to 13 form part of these Financial Statements.
10
CELL FOUNDATION
(LIMITED BY GUAIL4NTEE)
BALAI%CE SHEET
AS AT 31 MARCH 2021
Notes
2021
2020
Fixed Assets
Tangible Assets
903.587
326 096
Current Assets
Prepayments
Cash at Bank and in Hand
45,000
35,749
80,749
66,920
40,952
107,872
Liabilities
Amounts falling due within one year
(14,767)
(70,720)
Net Assets
969 569
363 248
Capital and Reserves
Unrestricted
Restricted
125,169
844,400
63,248
300,0(M)
969 569
363 248
For the year ended 31 March 2021 the company was entitled to exemption from audit under
section 477 of the Companies Act 2006 relating to small companies.
Directors, responsibilities..
The members have not required the company to obtain an audit of its accounts for the
year in question in accordance with section 476; and
The directors acknowledge their responsibilities for complying with the requirements
of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies
subject to the small companies, regime. The accounts were approved by the Board and signed
on its behalf by..
Carol Milika Muritu
Richard Michael Priestley
Date:
15th December 2021
The note5 on pages 12 to 13 fomi part of these Financial Staternents.
## **CELL FOUNDATION (LIMITED BY GUARANTEE)**
## **NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2021**
## **1** . **Accounting Policies**
These Accounts have been prepared in accordance with applicable accounting standards and the Statement of Recommending Practice on Accounting by Charities, and relevant legislation.
## **Accounting Convention**
The Accounts have been prepared under the historical cost convention.
## **Depreciation**
Depreciation is calculated to write off the cost of tangible fixed assets over their estimated useful economic life using the reducing method. The rates of depreciation used are the following: Equipment, Fixtures and Fittings 20% Motor Vehicles 20%
## **2** .
## **Remuneration of Directors / Trustees**
No directors / trustees received any remuneration in the year.
## **3. Donations and Grants Receivable**
|Cell Project Space
Arts Council
Assoiacion Fluent
Boris Lurie Art Foundation
Fluxus Art
Henry Moore Foundation
Instytut Adama Mickiewicz
Krzysztof Baginski
LB Lewisham
National Art Gallery
Phileas
The London Community
Sundry Donations
Total|_2021_
_2020_
_£_
_£_
988,114
381,555
34,015
13,192
752
0
0
35,743
4,000
0
2,000
0
1,600
0
114
0
5,000
0
1,000
0
0
1,060
0
15,000
0
287
1,036,595
446,837|
|---|---|
12
## **CELL FOUNDATION**
## **NOTES TO THE ACCOUNTS (Continued) FOR THE YEAR ENDED 31 MARCH 2021**
## **4. The breakdown of exhibition expenses**
|**4.**|**The breakdown of exhibition expenses**|||
|---|---|---|---|
|||_2021_|_2020_|
|||_£_|_£_|
||Advertising|4,438|10,218|
||Insurance|1,270|1,270|
||Canteen and Cleaning Expenses|4,565|3,948|
||Exhibition Materials|1,371|12,207|
||Telephone and Internet|3,795|1,926|
||Transport and Travelling|0|6,984|
||Printing, Postage and Stationeries|8,854|1,818|
||Legal and Professional Fees|82,008|62,163|
||Total|106,301|100,534|
|**5.**|**Liabilities: Amounts falling due within one year**|||
|||_2021_|_2020_|
|||_£_|_£_|
||Trade Creditors|11,767|65,600|
||Independent Examiner’s Fees|3,000|2,000|
||Accruals|0|3,120|
||Total|14,767|70,720|
|**6.**|**Tangible Assets**|||
|**angible Assets**|||||
|---|---|---|---|---|
|||_Equipment_|||
||_Leasehold_|_Fixtures &_|_Motor_||
||_Premises_|_Fittings_|_Vehicles_|_Total_|
||_£_|_£_|_£_|_£_|
|**Cost:**|||||
|At 01 April 2020|300,000|25,285|31,091|356,376|
|Additions|544,400|21,399|26,399|592,198|
|Cost at 31 March 2021|844,400|46,684|57,490|948,574|
|**Depreciation:**|||||
|At 01 April 2020|0|13,635|16,645|30,280|
|Charged for the year|0|6,610|8,097
|14,707|
|Depreciation at 31 March 2021|0|20,245|24,742|44,987|
|**_Net Book Value 31 March 2021_**|844,400|26,439|32,748|903,587|
|**_Net Book Value 31 March 2020_**|300,000|11,650|14,446|326,096|
## **7** . **Share Capital**
The company is limited by guarantee and does not have a share capital.
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