(ii) Explain why the disclosure of voluntary information in annual reports can enhance the company’saccountability to equity investors. (4 marks)

正确答案：
(ii) There is objective evidence of impairment because of the financial difficulties and reorganisation of Bromwich. The
impairment loss on the loan will be calculated by discounting the estimated future cash flows. The future cash flows
will be $100,000 on 30 November 2007. This will be discounted at an effective interest rate of 8% to give a present
value of $85,733. The loan will, therefore, be impaired by ($200,000 – $85,733) i.e. $114,267.
(Note: IAS 39 requires accrual of interest on impaired loans at the original effective interest rate. In the year to
30 November 2006 interest of 8% of $85,733 i.e. $6,859 would be accrued.)

正确答案：
(a) A highly-geared company has an obligation to pay interest on its loans regardless of its profit level. It will show high profits if
its overall rate of return on capital is greater than the rate of interest being paid on its borrowings, but a low profit or a loss if
there is a down-turn in its profit such that the rate of interest to be paid exceeds the return on its assets.

正确答案：

(c) (i) For the secrecy option
Important developments at SHC
This is an exciting time for the management and shareholders of Swan Hill Company. The research and development
staff at SHC have made a groundbreaking discovery (called the ‘sink method’) that will enable your company to produce
its major product at lower cost, in higher volumes and at a much higher quality than our competitors will be able to
using, as they do, the existing production technology. The sink process also produces at a lower rate of environmental
emissions which, as I’m sure shareholders will agree, is a very welcome development.
When considering the options following the discovery, your board decided that we should press ahead with the
investment needed to transform. the production facilities without offering the use of the technology to competitors under
a licensing arrangement. This means that once the new sink production comes on stream, SHC shareholders can, your
board believes, look forward to a significant strengthening of our competitive position.
The business case for this option is overwhelming. By pushing ahead with the investment needed to implement the sink
method, the possibility exists to gain a substantial competitive advantage over all of SHC’s competitors. It will place SHC
in a near monopolist position in the short term and in a dominant position long term. This will, in turn, give the company
pricing power in the industry and the likelihood of superior profits for many years to come. We would expect SHC to
experience substantial ‘overnight’ growth and the returns from this will reward shareholders’ loyalty and significantly
increase the value of the company. Existing shareholders can reasonably expect a significant increase in the value of
their holdings over the very short term and also over the longer term.
Ethical implications of the secrecy option
In addition to the overwhelming business case, however, there is a strong ethical case for the secrecy option. SHC
recognises that it is the moral purpose of SHC to make profits in order to reward those who have risked their own money
to support it over many years. Whilst some companies pursue costly programmes intended to serve multiple stakeholder
interests, SHC recognises that it is required to comply with the demands of its legal owners, its shareholders, and not
to dilute those demands with other concerns that will reduce shareholder returns. This is an important part of the agency
relationship: the SHC board will always serve the best economic interests of its shareholders: its legal owners. The SHC
board believes that any action taken that renders shareholder returns suboptimal is a threat to shareholder value and an
abuse of the agency position. Your board will always seek to maximise shareholder wealth; hence our decision to pursue
the secrecy option in this case. The secrecy option offers the possibility of optimal shareholder value and because
shareholders invest in SHC to maximise returns, that is the only ethical action for the board to pursue. Happily, this
option will also protect the employees’ welfare in SHC’s hometown of Swan Hill and demonstrate its commitment to the
locality. This, in turn, will help to manage two of the key value-adding resources in the company, its employees and its
reputation. This will help in local recruitment and staff retention in future years.
(ii) For the licensing option
Important developments at SHC
Your board was recently faced with a very difficult business and ethical decision. After the discovery by SHC scientists
of the groundbreaking sink production method, we had a choice of keeping the new production technology secret or
sharing the breakthrough under a licensing arrangement with our competitors. After a lengthy discussion, your board
decided that we should pursue the licensing option and I would like to explain our reasons for this on both business and
ethical grounds.
In terms of the business case for licensing, I would like shareholders to understand that although the secrecy option may
have offered SHC the possibility of an unassailable competitive advantage, in reality, it would have incurred a number
of risks. Because of the speed with which we would have needed to have acted, it would have necessitated a large
increase in our borrowing, bringing about a substantial change in our financial structure. This would, in turn, increase
liquidity pressures and make us more vulnerable to rising interest rates. A second risk with the secrecy option would
involve the security of the sink technology ‘secret’. If the sink process was leaked or discovered by competitors and
subsequently copied, our lack of a legally binding patent would mean we would have no legal way to stop them
proceeding with their own version of the sink process.
As well as avoiding the risks, however, the licensing option offers a number of specific business advantages. The royalties
from the licences granted to competitors are expected to be very large indeed. These will be used over the coming years
to extend our existing competitive advantage in the future. Finally, the ‘improvement sharing’ clause in the licensing
contract will ensure that the sink process will be improved and perfected with several manufacturers using the
technology at the same time. SHC’s sink production may, in consequence, improve at a faster rate than would have
been the case were we to have pursued the secrecy option.
Ethical implications of the licensing option
In addition to the business case, there is also a powerful ethical case for the decision we have taken. As a good,
responsible corporate citizen, Swan Hill Company acknowledges its many stakeholders and recognises the impacts that
a business decision has on others. Your board recognises that in addition to external stakeholders having influence over
our operations, our decisions can also affect others. In this case, we have carefully considered the likelihood that keeping
the new technology a secret from our competitors would radically reshape the industry. The superior environmental
performance of the sink process over existing methods will also mean that when fully adopted, the environmental
emissions of the entire industry will be reduced. SHC is very proud of this contribution to this reduction in overall
environmental impact.
There seems little doubt that the secrecy option would have had far-reaching and unfortunate effects upon our industry
and our competitors. The licensing option will allow competitors, and their employees and shareholders, to survive. It
is a compassionate act on our part and shows mercy to the other competitors in the industry. It recognises the number
of impacts that a business decision has and would be the fairest (and most just) option given the number of people
affected.

正确答案：
(b) Code of ethics and strategic positioning
Strategic positioning is about the way that a whole company is placed in its environment as opposed to the operational level,
which considers the individual parts of the organisation.
Ethical reputation and practice can be a key part of environmental ‘fit’, along with other strategic issues such as generic
strategy, quality and product range.
The ‘fit’ enables the company to more fully meet the expectations, needs and demands of its relevant stakeholders – in this
case, European customers.
The ‘quality’ of the strategic ‘fit’ is one of the major determinants of business performance and so is vital to the success of
the business.
HPC has carefully manoeuvred itself to have the strategic position of being the highest ethical performer locally and has won
orders on that basis.
It sees its strategic position as being the ethical ‘benchmark’ in its industry locally and protects this position against its parent
company seeking to impose a new code of ethics.
The ethical principles are highly internalised in Mr Hogg and in the company generally, which is essential for effective strategic
implementation.

正确答案：
(c) Retirement by rotation.
Definition
Retirement by rotation is an arrangement in a director’s contract that specifies his or her contract to be limited to a specific
period (typically three years) after which he or she must retire from the board or offer himself (being eligible) for re-election.
The director must be actively re-elected back onto the board to serve another term. The default is that the director retires
unless re-elected.
Importance of
Retirement by rotation reduces the cost of contract termination for underperforming directors. They can simply not be
re-elected after their term of office expires and they will be required to leave the service of the board as a retiree (depending
on contract terms).
It encourages directors’ performance (they know they are assessed by shareholders and reconsidered every three years) and
focuses their minds upon the importance of meeting objectives in line with shareholders’ aims.
It is an opportunity, over time, to replace the board membership whilst maintaining medium term stability of membership
(one or two at a time).
Applied to Rosh
Retirement by rotation would enable the board of Rosh to be changed over time. There is evidence that some directors may
have stayed longer than is ideal because of links with other board members going back many years.

正确答案：
(ii) The flat
The following additional information is required in order to calculate the employment income benefit in respect of the
flat.
– The flat’s annual value.
– The cost of any improvements made to the flat prior to 6 April 2007.
– The cost of power, water, repairs and maintenance etc borne by Summer Glow plc.
– The cost of the furniture provided by Summer Glow plc.
– Any use of the flat by Benny wholly, exclusively and necessarily for the purposes of his employment.
Tutorial note
The market value of the flat is not required as Summer Glow plc has owned it for less than six years.
One element of the employment income benefit in respect of the flat is calculated by reference to its original cost plus
the cost of any capital improvements prior to 6 April 2007. If Benny requests a flat in a different location, this element
of the benefit will be computed instead by reference to the cost of the new flat, which in turn equals the proceeds of
sale of the old flat.
Accordingly, if, as is likely, the value of the flat has increased since it was purchased, Benny’s employment income
benefit will also increase. The increase in the employment income benefit will be the flat’s sales proceeds less its original
cost less the cost of any capital improvements prior to 6 April 2007 multiplied by 5%.

正确答案：
(ii) Administration of the company’s tax affairs
The corporation tax return must be submitted within 12 months of the end of the accounting period, i.e. by 5 April
2008.
Corporation tax is due nine months and one day after the end of the accounting period, i.e. by 6 January 2008.
HMRC have 12 months from the filing date to enquire into the corporation tax return. This deadline is extended if the
return is submitted late. Once this deadline has passed the return can be regarded as agreed provided it includes all
necessary information and there has been no loss of tax due to the company’s fraud or negligence.
Jane should have notified HMRC by 5 July 2006 that Speak Write Ltd’s first accounting period began on 6 April 2006.
The penalty for failing to notify is a maximum of ￡3,000.

正确答案：
(ii) Close investment holding company status
Carver Ltd will not become a close investment-holding company if it purchases the office building as, although it will no
longer be a trading company, it intends to rent out the building to a number of tenants none of whom is connected to
the company.
Carver Ltd will become a close investment holding company if it purchases a portfolio of quoted shares as it will no
longer be a trading company. As a result it will pay corporation tax at the full rate of 30% regardless of the level of its
profits.

正确答案：
4 HEGAS
(a) Auditor’s responsibilities for ‘other information’
■ The auditor has a professional responsibility to read other information to identify material inconsistencies with the
audited financial statements (ISA 720 ‘Other Information in Documents Containing Audited Financial Statements’).
■ A ‘material inconsistency’ arises when other information contradicts that which is contained in the audited financial
statements. It may give rise to doubts about:
– the auditor’s conclusions drawn from audit evidence; and
– the basis for the auditor’s opinion on the financial statements.
■ In certain circumstances, the auditor may have a statutory obligation (under national legislation) to report on other
information (e.g. Management Report).
■ Even where there is no such obligation (e.g. chairman’s statement), the auditor should consider it, as the credibility of
the financial statements may be undermined by any inconsistency.
■ The auditor must arrange to have access to the other information on a timely basis prior to dating the auditor’s report.
Material inconsistency
■ If a material inconsistency is identified, the auditor should determine whether it is the audited financial statements or
the other information which needs amending.
■ If an amendment to the audited financial statements is required but not made, there will be disagreement, resulting in
the expression of a qualified or adverse opinion. (Such a situation would be extremely rare.)
■ Where an amendment to other information is necessary, but refused, the auditor’s report may include an emphasis of
matter paragraph (since the audit opinion cannot be other than unqualified with respect to this matter).
Material misstatement of fact
■ A material misstatement of fact in other information exists when information which is not related to matters appearing
in the audited financial statements is incorrectly stated or presented in a misleading manner.
■ If management do not act on advice to correct a material misstatement the auditors should document their concerns to
those charged with corporate governance and obtain legal advice.
Tutorial note: Marks would be awarded here for the implications for the auditor’s report. However, such marks, which are
for the restatement of knowledge would NOT be awarded again if repeated in answers to (b).

正确答案：
4 PETRIE CO
(a) Independent auditor’s report terms
(i) Qualified opinion – A qualified opinion is expressed when the auditor concludes that an unqualified opinion cannot be
expressed but that the effect of any disagreement with management, or limitation on scope is not so material and
pervasive as to require an adverse opinion or a disclaimer of opinion.
(ii) Disclaimer of opinion – A disclaimer of opinion is expressed when the possible effect of a limitation on scope is so
material and pervasive that the auditor has not been able to obtain sufficient appropriate audit evidence and accordingly
is unable to express an opinion on the financial statements.
(iii) Emphasis of matter paragraph – An auditor’s report may be modified by adding an emphasis of matter paragraph to
highlight a matter affecting the financial statements that is included in a note to the financial statements that more
extensively discusses the matter. Such an emphasis of matter paragraph does not affect the auditor’s opinion. An
emphasis of matter paragraph may also be used to report matters other than those affecting the financial statements
(e.g. if there is a misstatement of fact in other information included in documents containing audited financial
statements).
(iii) is clearly distinguishable from (i) and (ii) because (i) and (ii) affect the opinion paragraph, whereas (iii) does not.
(i) and (ii) are distinguishable by the degree of their impact on the financial statements. In (i) the effects of any disagreement
or limitation on scope can be identified with an ‘except for …’ opinion. In (ii) the matter is pervasive, that is, affecting the
financial statements as a whole.
(ii) can only arise in respect of a limitation in scope (i.e. insufficient evidence) that has a pervasive effect. (i) is not pervasive
and may also arise from disagreement (i.e. where there is sufficient evidence).

正确答案：
(ii) Control weakness
ISA 260 contains guidance on the type of issues that should be communicated. One of the matters identified is a control
weakness in the capital expenditure transaction cycle. The assets for which no authorisation was obtained amount to
0·3% of total assets (225,000/78 million x 100%), which is clearly immaterial. However, regardless of materiality, the
auditor should ensure that the weakness is brought to the attention of the management, with a clear indication of the
implication of the weakness, and recommendations as to how the control weakness should be eliminated.
The auditor is providing information to help those charged with governance improve the internal systems and controls
and ultimately reduce business risk. In this case there is a high risk of fraud, as the lack of authorisation for purchase
of office equipment could allow expenditure on assets not used for bona fide business purposes.
Disagreement with accounting treatment of brand
Audit procedures have revealed a breach of IAS 38 Intangible Assets, in which internally generated brand names are
specifically prohibited from being recognised. Blod Co has recognised an internally generated brand name which is
material to the statement of financial position (balance sheet) as it represents 12·8% of total assets (10/78 x 100%).
The statement of financial position (balance sheet) therefore contains a material misstatement.
The report to those charged with governance should clearly explain the rules on recognition of internally generated brand
names, to ensure that the management has all relevant technical facts available. In the report the auditors should
request that the financial statements be corrected, and clarify that if the brand is not derecognised, then the audit opinion
will be qualified on the grounds of a material disagreement – an ‘except for’ opinion would be provided. Once the breach
of IAS 38 is made clear to the management in the report, they then have the opportunity to discuss the matter and
decide whether to amend the financial statements, thereby avoiding a qualified audit opinion.
Audit inefficiencies
Documentation relating to inventories was not always made readily available to the auditors. This seems to be due to
poor administration by the client rather than a deliberate attempt to conceal information. The report should contain a
brief description of the problems encountered by the audit team. The management should be made aware that
significant delay to the receipt of necessary paperwork can cause inefficiencies in the audit process. This may seem a
relatively trivial issue, but it could lead to an increase in audit fee. Management should react to these comments by
ensuring as far as possible that all requested documentation is made available to the auditors in a timely fashion.

正确答案：
AchievementofcorporateobjectivesJJGCohasshareholderwealthmaximisationasanobjective.Thewealthofshareholdersisincreasedbydividendsreceivedandcapitalgainsonsharesowned.Totalshareholderreturncomparesthesumofthedividendreceivedandthecapitalgainwiththeopeningshareprice.TheshareholdersofJJGCohadareturnof58%in2008,comparedwithareturnpredictedbythecapitalassetpricingmodelof14%.Thelowestreturnshareholdershavereceivedwas21%andthehighestreturnwas82%.Onthisbasis,theshareholdersofthecompanyhaveexperiencedasignificantincreaseinwealth.Itisdebatablewhetherthishasbeenasaresultoftheactionsofthecompany,however.Sharepricesmayincreaseirrespectiveoftheactionsanddecisionsofmanagers,orevendespitethem.Infact,lookingatthedividendpersharehistoryofthecompany,therewasoneyear(2006)wheredividendswereconstant,eventhoughearningspershareincreased.Itisalsodifficulttoknowwhenwealthhasbeenmaximised.Anotherobjectiveofthecompanywastoachieveacontinuousincreaseinearningspershare.Analysisshowsthatearningspershareincreasedeveryyear,withanaverageincreaseof14·9%.Thisobjectiveappearstohavebeenachieved.CommentonfinancialperformanceReturnoncapitalemployed(ROCE)hasbeengrowingtowardsthesectoraverageof25%onayear-by-yearbasisfrom22%in2005.Thissteadygrowthintheprimaryaccountingratiocanbecontrastedwithirregulargrowthinturnover,thereasonsforwhichareunknown.Returnonshareholders’fundshasbeenconsistentlyhigherthantheaverageforthesector.ThismaybeduemoretothecapitalstructureofJJGCothantogoodperformancebythecompany,however,inthesensethatshareholders’fundsaresmalleronabookvaluebasisthanthelong-termdebtcapital.Ineverypreviousyearbut2008thegearingofthecompanywashigherthanthesectoraverage.(b)CalculationoftheoreticalexrightspershareCurrentshareprice=$8·64pershareCurrentnumberofshares=5·5millionsharesFinancetoberaised=$15mRightsissueprice=$7·50pershareNumberofsharesissued=15m/7·50=2millionsharesTheoreticalexrightspricepershare=((5·5mx8·64)+(2mx7·50))/7·5m=$8·34pershareThesharepricewouldfallfrom$8·64to$8·34pershareHowever,therewouldbenoeffectonshareholderwealthEffectofrightsissueonearningspershareCurrentEPS=100centspershareRevisedEPS=100x5·5m/7·5m=73centspershareTheEPSwouldfallfrom100centspershareto73centspershareHowever,asmentionedearlier,therewouldbenoeffectonshareholderwealthEffectofrightsissueonthedebt/equityratioCurrentdebt/equityratio=100x20/47·5=42%Revisedmarketvalueofequity=7·5mx8·34=$62·55millionReviseddebt/equityratio=100x20/62·55=32%Thedebt/equityratiowouldfallfrom42%to32%,whichiswellbelowthesectoraveragevalueandwouldsignalareductioninfinancialrisk(c)Thecurrentdebt/equityratioofJJGCois42%(20/47·5).Althoughthisislessthanthesectoraveragevalueof50%,itismoreusefulfromafinancialriskperspectivetolookattheextenttowhichinterestpaymentsarecoveredbyprofits.Theinterestonthebondissueis$1·6million(8%of$20m),givinganinterestcoverageratioof6·1times.IfJJGCohasoverdraftfinance,theinterestcoverageratiowillbelowerthanthis,butthereisinsufficientinformationtodetermineifanoverdraftexists.Theinterestcoverageratioisnotonlybelowthesectoraverage,itisalsolowenoughtobeacauseforconcern.Whiletheratioshowsanupwardtrendovertheperiodunderconsideration,itstillindicatesthatanissueoffurtherdebtwouldbeunwise.Aplacing,oranyissueofnewsharessuchasarightsissueorapublicoffer,woulddecreasegearing.Iftheexpansionofbusinessresultsinanincreaseinprofitbeforeinterestandtax,theinterestcoverageratiowillincreaseandfinancialriskwillfall.GiventhecurrentfinancialpositionofJJGCo,adecreaseinfinancialriskiscertainlypreferabletoanincrease.Aplacingwilldiluteownershipandcontrol,providingthenewequityissueistakenupbynewinstitutionalshareholders,whilearightsissuewillnotdiluteownershipandcontrol,providingexistingshareholderstakeuptheirrights.Abondissuedoesnothaveownershipandcontrolimplications,althoughrestrictiveornegativecovenantsinbondissuedocumentscanlimittheactionsofacompanyanditsmanagers.Allthreefinancingchoicesarelong-termsourcesoffinanceandsoareappropriateforalong-terminvestmentsuchastheproposedexpansionofexistingbusiness.Equityissuessuchasaplacingandarightsissuedonotrequiresecurity.Noinformationisprovidedonthenon-currentassetsofJJGCo,butitislikelythattheexistingbondissueissecured.Ifanewbondissuewasbeingconsidered,JJGCowouldneedtoconsiderwhetherithadsufficientnon-currentassetstoofferassecurity,althoughitislikelythatnewnon-currentassetswouldbeboughtaspartofthebusinessexpansion.

正确答案：
(a) It could be argued that the marketplace already offers powerful incentives for high-quality reporting as it rewards such by
easing or restricting access to capital or raising or lowering the cost of borrowing capital depending on the quality of the entity’s
reports. However, accounting standards play an important role in helping the market mechanism work effectively. Accounting
standards are needed because they:
– Promote a common understanding of the nature of corporate performance and this facilitates any negotiations between
users and companies about the content of financial statements. For example, many loan agreements specify that a
company provide the lender with financial statements prepared in accordance with generally accepted accounting
principles or International Financial Reporting Standards. Both the company and the lender understand the terms and
are comfortable that statements prepared according to those standards will meet certain information needs. Without
standards, the statements would be less useful to the lender, and the company and the lender would have to agree to
create some form. of acceptable standards which would be inefficient and less effective.
– Assist neutral and unbiased reporting. Companies may wish to portray their past performance and future prospects in
the most favourable light. Users are aware of this potential bias and are sceptical about the information they receive.
Standards build credibility and confidence in the capital marketplace to the benefit of both users and companies.
– Improve the comparability of information across companies and national boundaries. Without standards, there would be
little basis to compare one company with others across national boundaries which is a key feature of relevant
information.
– Create credibility in financial statements. Auditors verify that information is reported in accordance with standards and
this creates public confidence in financial statements
– Facilitate consistency of information by producing data in accordance with an agreed conceptual framework. A consistent
approach to the development and presentation of information assists users in accessing information in an efficient
manner and facilitates decision-making.

正确答案：
(a) The working capital cycle illustrates the changing make-up of working capital in the course of the trading operations of a
business:
1 Purchases are made on credit and the goods go into inventory.
2 Inventory is sold and converted into receivables
3 Credit customers pay their accounts
4 Cash is used to pay suppliers.

正确答案：
(d) (i) Mandatory and voluntary disclosures
Mandatory disclosures
These are components of the annual report mandated by law, regulation or accounting standard.
Examples include (in most jurisdictions) statement of comprehensive income (income or profit and loss statement),
statement of financial position (balance sheet), cash flow statement, statement of changes in equity, operating segmental
information, auditors’ report, corporate governance disclosure such as remuneration report and some items in the
directors’ report (e.g. summary of operating position). In the UK, the business review is compulsory.
Voluntary disclosures
These are components of the annual report not mandated in law or regulation but disclosed nevertheless. They are
typically mainly narrative rather than numerical in nature.
Examples include (in most jurisdictions) risk information, operating review, social and environmental information, and
the chief executive’s review.

正确答案：
(ii) Tensions in roles
On one hand, Anne needs to cultivate and manage her relationship with her manager (Zachary) who seems convinced
that Van Buren, and Frank in particular, are incapable of bad practice. He shows evidence of poor judgment and
compromised independence. Anne must decide how to deal with Zachary’s poor judgment.
On the other hand, Anne has a duty to both the public interest and the shareholders of Van Buren to ensure that the
accounts do contain a ‘true and fair view’. Under a materiality test, she may ultimately decide that the payment in
question need not hold up the audit signoff but the poor client explanation (from Frank) is also a matter of concern to
Anne as a professional accountant.

正确答案：
(b) (i) The share options
There are no income tax implications on the grant of the share options.
In the tax year in which Benny exercises the options and acquires the shares, the excess of the market value of the
shares over the price paid, i.e. ￡11,500 ((￡3·35 – ￡2·20) x 10,000) will be subject to income tax.
Benny’s financial exposure is caused by the rule within the share option scheme obliging him to hold the shares for a
year before he can sell them. If the company’s expansion into Eastern Europe fails, such that its share price
subsequently falls to less than ￡2·20 before Benny has the chance to sell the shares, Benny’s financial position may be
summarised as follows:
– Benny will have paid ￡22,000 (￡2·20 x 10,000) for shares which are now worth less than that.
– He will also have paid income tax of ￡4,600 (￡11,500 x 40%).

正确答案：

 

正确答案：
(ii) A company needs to be aware of the following issues:
Equity
(1) Costs incurred in issuing share capital are not allowed as a trading deduction.
(2) Distributions to investors are not allowed as a trading deduction.
(3) The cost of making distributions to shareholders are disallowable.
(4) Where profits are taxed at an effective rate of less than 19%, any profits used to make a distribution to noncorporate
shareholders will themselves be taxed at the full 19% rate.
Loan finance/debt
(1) The incidental costs of obtaining/raising loan finance are broadly deductible as a trading expense.
(2) Capital costs of raising loan finance (for example, loans issued at a discount) are not deductible for tax purposes.
(3) Interest incurred on a loan to finance a business is deductible from trading income.

正确答案：
(ii) Payment by instalments
The inheritance tax can be paid by instalments because Messier Ltd is an unquoted company controlled by Kepler at
the time of the gift and is still unquoted at the time of his death.
The tax is due in ten equal annual instalments starting on 30 November 2008.
Interest will be charged on any instalments paid late; otherwise the instalments will be interest free because Messier is
a trading company that does not deal in property or financial assets.
All of the outstanding inheritance tax will become payable if Galileo sells the shares in Messier Ltd.
Tutorial note
Candidates were also given credit for stating that payment by instalments is available because the shares represent at
least 10% of the company’s share capital and are valued at ￡20,000 or more.

正确答案：

(a) Except in relation to specifically exempted companies, such as those involved in charitable work, companies are required to indicate that they are operating on the basis of limited liability. Thus private companies are required to end their names, either with the word ‘limited’ or the abbreviation ‘ltd’, and public companies must end their names with the words ‘public limited company’ or the abbreviation ‘plc’. Welsh companies may use the Welsh language equivalents (Companies Act (CA)2006 ss.58, 59 & 60).
Companies Registry maintains a register of business names, and will refuse to register any company with a name that is the same as one already on that index (CA 2006 s.66).
Certain categories of names are, subject to the decision of the Secretary of State, unacceptable per se, as follows:
(i) names which in the opinion of the Secretary of State constitute a criminal offence or are offensive (CA 2006 s.53)
(ii) names which are likely to give the impression that the company is connected with either government or local government authorities (s.54).
(iii) names which include a word or expression specified under the Company and Business Names Regulations 1981 (s.26(2)(b)). This category requires the express approval of the Secretary of State for the use of any of the names or expressions contained on the list, and relates to areas which raise a matter of public concern in relation to their use.
Under s.67 of the Companies Act 2006 the Secretary of State has power to require a company to alter its name under the following circumstances:
(i) where it is the same as a name already on the Registrar’s index of company names.
(ii) where it is ‘too like’ a name that is on that index.
The name of a company can always be changed by a special resolution of the company so long as it continues to comply with the above requirements (s.77).

(b) The tort of passing off was developed to prevent one person from using any name which is likely to divert business their way by suggesting that the business is actually that of some other person or is connected in any way with that other business. It thus enables people to protect the goodwill they have built up in relation to their business activity. In Ewing v Buttercup
Margarine Co Ltd (1917) the plaintiff successfully prevented the defendants from using a name that suggested a link with
his existing dairy company. It cannot be used, however, if there is no likelihood of the public being confused, where for example the companies are conducting different businesses (Dunlop Pneumatic Tyre Co Ltd v Dunlop Motor Co Ltd (1907)
and Stringfellow v McCain Foods GB Ltd (1984). Nor can it be used where the name consists of a word in general use (Aerators Ltd v Tollitt (1902)).
Part 41 of the Companies Act (CA) 2006, which repeals and replaces the Business Names Act 1985, still does not prevent one business from using the same, or a very similar, name as another business so the tort of passing off will still have an application in the wider business sector. However the Act introduced a new procedure to deal specifically with company names. As previously under the CA 1985, a company cannot register with a name that was the same as any already registered (s.665 Companies Act (CA) 2006) and under CA s.67 the Secretary of State may direct a company to change its name if it has been registered in a name that is the same as, or too like a name appearing on the registrar’s index of company names. In addition, however, a completely new system of complaint has been introduced.

(c) Under ss.69–74 of CA 2006 a new procedure has been introduced to cover situations where a company has been registered with a name
(i) that it is the same as a name associated with the applicant in which he has goodwill, or
(ii) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant (s.69).
Section 69 can be used not just by other companies but by any person to object to a company names adjudicator if a company’s name is similar to a name in which the applicant has goodwill. There is list of circumstances raising a presumption that a name was adopted legitimately, however even then, if the objector can show that the name was registered either, to obtain money from them, or to prevent them from using the name, then they will be entitled to an order to require the company to change its name.
Under s.70 the Secretary of State is given the power to appoint company names adjudicators and their staff and to finance their activities, with one person being appointed Chief Adjudicator.
Section 71 provides the Secretary of State with power to make rules for the proceedings before a company names adjudicator.
Section 72 provides that the decision of an adjudicator and the reasons for it, are to be published within 90 days of the decision.
Section 73 provides that if an objection is upheld, then the adjudicator is to direct the company with the offending name to change its name to one that does not similarly offend. A deadline must be set for the change. If the offending name is not changed, then the adjudicator will decide a new name for the company.
Under s.74 either party may appeal to a court against the decision of the company names adjudicator. The court can either uphold or reverse the adjudicator’s decision, and may make any order that the adjudicator might have made.

正确答案：
(ii) Additional audit procedures
Audit procedures should focus on the appraisal of the work of the expert valuer. Procedures could include the following:
– Inspection of the written instructions provided by Poppy Co to the valuer, which should include matters such as
the objective and scope of the valuer’s work, the extent of the valuer’s access to relevant records and files, and
clarification of the intended use by the auditor of their work.
– Evaluation, using the valuation report, that any assumptions used by the valuer are in line with the auditor’s
knowledge and understanding of Poppy Co. Any documentation supporting assumptions used by the valuer should
be reviewed for consistency with the auditor’s business understanding, and also for consistency with any other
audit evidence.
– Assessment of the methodology used to arrive at the fair value and confirmation that the method is consistent with
that required by IAS 40.
– The auditor should confirm, using the valuation report, that a consistent method has been used to value each
property.
– It should also be confirmed that the date of the valuation report is reasonably close to the year end of Poppy Co.
– Physical inspection of the investment properties to determine the physical condition of the properties supports the
valuation.
– Inspect the purchase documentation of each investment property to ascertain the cost of each building. As the
properties were acquired during this accounting period, it would be reasonable to expect that the fair value at the
year end is not substantially different to the purchase price. Any significant increase or decrease in value should
alert the auditor to possible misstatement, and lead to further audit procedures.
– Review of forecasts of rental income from the properties – supporting evidence of the valuation.
– Subsequent events should be monitored for any additional evidence provided on the valuation of the properties.
For example, the sale of an investment property shortly after the year end may provide additional evidence relating
to the fair value measurement.
– Obtain a management representation regarding the reasonableness of any significant assumptions, where relevant,
to fair value measurements or disclosures.

正确答案：
(a)SamplingmethodsMethodsofsamplinginaccordancewithISA530AuditSamplingandOtherMeansofTesting:Randomselection.Ensureseachiteminapopulationhasanequalchanceofselection,forexamplebyusingrandomnumbertables.Systematicselection.Inwhichanumberofsamplingunitsinthepopulationisdividedbythesamplesizetogiveasamplinginterval.Haphazardselection.Theauditorselectsthesamplewithoutfollowingastructuredtechnique–theauditorwouldavoidanyconsciousbiasorpredictability.Sequenceorblock.Involvesselectingablock(s)ofcontinguousitemsfromwithinapopulation.Tutorialnote:Othermethodsofsamplingareasfollows:MonetaryUnitSampling.Thisselectionmethodensuresthateachindividual$1inthepopulationhasanequalchanceofbeingselected.Judgementalsampling.Selectingitemsbasedontheskillandjudgementoftheauditor.(b)Assertions–classesoftransactionsOccurrence.Thetransactionsandeventsthathavebeenrecordedhaveactuallyoccurredandpertaintotheentity.Completeness.Alltransactionsandeventsthatshouldhavebeenrecordedhavebeenrecorded.Accuracy.Theamountsandotherdatarelatingtorecordedtransactionsandeventshavebeenrecordedappropriately.Cut-off.Transactionsandeventshavebeenrecordedinthecorrectaccountingperiod.Classification.Transactionsandeventshavebeenrecordedintheproperaccounts.(c)AuditreporttermModified.Anauditormodifiesanauditreportinanysituationwhereitisinappropriatetoprovideanunmodifiedreport.Forexample,theauditormayprovideadditionalinformationinanemphasisofmatter(whichdoesnotaffecttheauditor’sopinion)orqualifytheauditreportforlimitationofscopeordisagreement.