(b) The directors of Carver Ltd are aware that some of the company’s shareholders want to realise the value in theirshares immediately. Accordingly, instead of investing in the office building or the share portfolio they areconsidering two alternative str

3 (a) Leigh, a public limited company, purchased the whole of the share capital of Hash, a limited company, on 1 June

2006. The whole of the share capital of Hash was formerly owned by the five directors of Hash and under the

terms of the purchase agreement, the five directors were to receive a total of three million ordinary shares of $1

of Leigh on 1 June 2006 (market value $6 million) and a further 5,000 shares per director on 31 May 2007,

if they were still employed by Leigh on that date. All of the directors were still employed by Leigh at 31 May

2007.

Leigh granted and issued fully paid shares to its own employees on 31 May 2007. Normally share options issued

to employees would vest over a three year period, but these shares were given as a bonus because of the

company’s exceptional performance over the period. The shares in Leigh had a market value of $3 million

(one million ordinary shares of $1 at $3 per share) on 31 May 2007 and an average fair value of

$2·5 million (one million ordinary shares of $1 at $2·50 per share) for the year ended 31 May 2007. It is

expected that Leigh’s share price will rise to $6 per share over the next three years. (10 marks)

Required:

Discuss with suitable computations how the above share based transactions should be accounted for in the

financial statements of Leigh for the year ended 31 May 2007.

5 The directors of Quapaw, a limited liability company, are reviewing the company’s draft financial statements for the

year ended 31 December 2004.

The following material matters are under discussion:

(a) During the year the company has begun selling a product with a one-year warranty under which manufacturing

defects are remedied without charge. Some claims have already arisen under the warranty. (2 marks)

Required:

Advise the directors on the correct treatment of these matters, stating the relevant accounting standard which

justifies your answer in each case.

NOTE: The mark allocation is shown against each of the three matters

3 Moffat Ltd, which commenced trading on 1 December 2002, supplies and fits tyres and exhaust pipes and services

motor vehicles at thirty locations. The directors and middle management are based at the Head Office of Moffat Ltd.

Each location has a manager who is responsible for day-to-day operations and is supported by an administrative

assistant. All other staff at each location are involved in fitting and servicing operations.

The directors of Moffat Ltd are currently preparing a financial evaluation of an investment of ￡2 million in a new IT

system for submission to its bank. They are concerned that sub-optimal decisions are being made because the current

system does not provide appropriate information throughout the organisation. They are also aware that not all of the

benefits from the proposed investment will be quantitative in nature.

Required:

(a) Explain the characteristics of THREE types of information required to assist in decision-making at different

levels of management and on differing timescales within Moffat Ltd, providing TWO examples of information

that would be appropriate to each level. (10 marks)

3 On 1 January 2007 Dovedale Ltd, a company with no subsidiaries, intends to purchase 65% of the ordinary share

capital of Hira Ltd from Belgrove Ltd. Belgrove Ltd currently owns 100% of the share capital of Hira Ltd and has no

other subsidiaries. All three companies have their head offices in the UK and are UK resident.

Hira Ltd had trading losses brought forward, as at 1 April 2006, of ￡18,600 and no income or gains against which

to offset losses in the year ended 31 March 2006. In the year ending 31 March 2007 the company expects to make

further tax adjusted trading losses of ￡55,000 before deduction of capital allowances, and to have no other income

or gains. The tax written down value of Hira Ltd’s plant and machinery as at 31 March 2006 was ￡96,000 and

there will be no fixed asset additions or disposals in the year ending 31 March 2007. In the year ending 31 March

2008 a small tax adjusted trading loss is anticipated. Hira Ltd will surrender the maximum possible trading losses

to Belgrove Ltd and Dovedale Ltd.

The tax adjusted trading profit of Dovedale Ltd for the year ending 31 March 2007 is expected to be ￡875,000 and

to continue at this level in the future. The profits chargeable to corporation tax of Belgrove Ltd are expected to be

￡38,000 for the year ending 31 March 2007 and to increase in the future.

On 1 February 2007 Dovedale Ltd will sell a small office building to Hira Ltd for its market value of ￡234,000.

Dovedale Ltd purchased the building in March 2005 for ￡210,000. In October 2004 Dovedale Ltd sold a factory

for ￡277,450 making a capital gain of ￡84,217. A claim was made to roll over the gain on the sale of the factory

against the acquisition cost of the office building.

On 1 April 2007 Dovedale Ltd intends to acquire the whole of the ordinary share capital of Atapo Inc, an unquoted

company resident in the country of Morovia. Atapo Inc sells components to Dovedale Ltd as well as to other

companies in Morovia and around the world.

It is estimated that Atapo Inc will make a profit before tax of ￡160,000 in the year ending 31 March 2008 and will

pay a dividend to Dovedale Ltd of ￡105,000. It can be assumed that Atapo Inc’s taxable profits are equal to its profit

before tax. The rate of corporation tax in Morovia is 9%. There is a withholding tax of 3% on dividends paid to

non-Morovian resident shareholders. There is no double tax agreement between the UK and Morovia.

Required:

(a) Advise Belgrove Ltd of any capital gains that may arise as a result of the sale of the shares in Hira Ltd. You

are not required to calculate any capital gains in this part of the question. (4 marks)

(ii) Explain whether or not Carver Ltd will become a close investment-holding company as a result of

acquiring either the office building or the share portfolio and state the relevance of becoming such a

company. (2 marks)

3 Spica, one of the director shareholders of Acrux Ltd, has been in dispute with the other shareholders over plans to

expand the company’s activities overseas. In order to resolve the position it has been agreed that Spica will sell her

shares back to the company. Once the purchase of her shares has taken place, the company intends to establish a

number of branches overseas and acquire a shareholding in a number of companies that are resident and trade in

overseas countries.

The following information has been obtained from client files and meetings with the parties involved.

Acrux Ltd:

– An unquoted UK resident company.

– Share capital consists of 50,000 ordinary shares issued at ￡1·90 per share in July 2000.

– None of the other shareholders has any connection with Spica.

The purchase of own shares:

– The company will purchase all of Spica’s shares for ￡8 per share.

– The transaction will take place by the end of 2008.

Spica:

– Purchased 8,000 shares in Acrux Ltd for ￡2 per share on 30 September 2003.

– Has no income in the tax year 2008/09.

– Has chargeable capital gains in the tax year 2008/09 of ￡3,800.

– Has houses in the UK and the country of Solaris and divides her time between them.

Investment in non-UK resident companies:

– Acrux Ltd will acquire between 15% and 20% of each of the non-UK resident companies.

– The companies will not be controlled foreign companies as the rates of tax in the overseas countries will be

between 23% and 42%.

– There may or may not be a double tax treaty between the UK and the overseas countries in which the companies

are resident. Where there is a treaty, it will be based on the OECD model treaty.

– None of the countries concerned levy withholding tax on dividends paid to UK companies.

– The directors of Acrux Ltd are concerned that the rate of tax suffered on the profits of the overseas companies

will be very high as they will be taxed in both the overseas country and in the UK.

Required:

(a) (i) Prepare detailed calculations to determine the most beneficial tax treatment of the payment Spica will

receive for her shares; (7 marks)

TQ Company, a listed company, recently went into administration (it had become insolvent and was being managed by a firm of insolvency practitioners). A group of shareholders expressed the belief that it was the chairman, Miss Heike Hoiku, who was primarily to blame. Although the company’s management had made a number of strategic errors that brought about the company failure, the shareholders blamed the chairman for failing to hold senior management to account. In particular, they were angry that Miss Hoiku had not challenged chief executive Rupert Smith who was regarded by some as arrogant and domineering. Some said that Miss Hoiku was scared of Mr Smith.

Some shareholders wrote a letter to Miss Hoiku last year demanding that she hold Mr Smith to account for a number of previous strategic errors. They also asked her to explain why she had not warned of the strategic problems in her chairman’s statement in the annual report earlier in the year. In particular, they asked if she could remove Mr Smith from office for incompetence. Miss Hoiku replied saying that whilst she understood their concerns, it was difficult to remove a serving chief executive from office.

Some of the shareholders believed that Mr Smith may have performed better in his role had his reward package been better designed in the first place. There was previously a remuneration committee at TQ but when two of its four non-executive members left the company, they were not replaced and so the committee effectively collapsed.

Mr Smith was then able to propose his own remuneration package and Miss Hoiku did not feel able to refuse him.

He massively increased the proportion of the package that was basic salary and also awarded himself a new and much more expensive company car. Some shareholders regarded the car as ‘excessively’ expensive. In addition, suspecting that the company’s performance might deteriorate this year, he exercised all of his share options last year and immediately sold all of his shares in TQ Company.

It was noted that Mr Smith spent long periods of time travelling away on company business whilst less experienced directors struggled with implementing strategy at the company headquarters. This meant that operational procedures were often uncoordinated and this was one of the causes of the eventual strategic failure.

(a) Miss Hoiku stated that it was difficult to remove a serving chief executive from office.

Required:

(i) Explain the ways in which a company director can leave the service of a board. (4 marks)

(ii) Discuss Miss Hoiku’s statement that it is difficult to remove a serving chief executive from a board.

(4 marks)

(b) Assess, in the context of the case, the importance of the chairman’s statement to shareholders in TQ

Company’s annual report. (5 marks)

(c) Criticise the structure of the reward package that Mr Smith awarded himself. (4 marks)

(d) Criticise Miss Hoiku’s performance as chairman of TQ Company. (8 marks)

6 Charles and Jane Miro, aged 31 and 34 years respectively, have been married for ten years and have two children

aged six and eight years. Charles is a teacher but for the last five years he has stayed at home to look after their

children. Jane works as a translator for Speak Write Ltd.

Speak Write Ltd was formed and began trading on 6 April 2006. It provides translation services to universities. Jane,

who ceased employment with Barnham University to found the company, owns 100% of its ordinary share capital

and is its only employee.

Speak Write Ltd has translated documents for four different universities since it began trading. Its biggest client is

Barnham University which represents 70% of the company’s gross income. It is estimated that the company’s gross

fee income for its first 12 months of trading will be ￡110,000. Speak Write Ltd usually agrees fixed fees in advance

with its clients although it charges for some projects by reference to the number of days taken to do the work. None

of the universities makes any payment to Speak Write Ltd in respect of Jane being on holiday or sick.

All of the universities insist that Jane does the work herself. Jane carries out the work for three of the universities in

her office at home using a computer and specialised software owned by Speak Write Ltd. The work she does for

Barnham University is done in the university’s library on one of its computers as the documents concerned are too

delicate to move.

The first set of accounts for Speak Write Ltd will be drawn up for the year ending 5 April 2007. It is estimated that

the company’s tax adjusted trading profit for this period will be ￡52,500. This figure is after deducting Jane’s salary

of ￡4,000 per month and the related national insurance contributions but before any adjustments required by the

application of the personal service companies (IR 35) legislation. The company has no other sources of income or

capital gains.

Jane has not entered into any communication with HM Revenue and Customs (HMRC) with respect to the company

and wants to know:

– When the corporation tax computation should be submitted and when the tax is due.

– When the corporation tax computation can be regarded as having been agreed by HMRC.

Charles and Jane have requested a meeting to discuss the family’s finances. In particular, they wish to consider the

shortfall in the family’s annual income and any other related issues if Jane were to die. Their mortgage is covered

by a term assurance policy but neither of them have made any pension contributions or carried out any other long

term financial planning.

Jane has estimated that her annual after tax income from Speak Write Ltd, on the assumption that she extracts all of

the company’s profits, will be ￡58,000. Charles owns two investment properties that together generate after tax

income of ￡8,500. He estimates that he could earn ￡28,000 after tax if he were to return to work.

The couple’s annual surplus income, after payment of all household expenditure including mortgage payments of

￡900 per month, is ￡21,000. Charles and Jane have no other sources of income.

Required:

(a) Write a letter to Jane setting out:

(i) the arguments that HMRC could put forward, based only on the facts set out above, in support of

applying the IR 35 legislation to Speak Write Ltd; and

(ii) the additional income tax and national insurance contributions that would be payable, together with

their due date of payment, if HMRC applied the IR 35 legislation to all of the company’s income in

2006/07. (11 marks)

(b) On 31 May 2007, Leigh purchased property, plant and equipment for $4 million. The supplier has agreed to

accept payment for the property, plant and equipment either in cash or in shares. The supplier can either choose

1·5 million shares of the company to be issued in six months time or to receive a cash payment in three months

time equivalent to the market value of 1·3 million shares. It is estimated that the share price will be $3·50 in

three months time and $4 in six months time.

Additionally, at 31 May 2007, one of the directors recently appointed to the board has been granted the right to

choose either 50,000 shares of Leigh or receive a cash payment equal to the current value of 40,000 shares at

the settlement date. This right has been granted because of the performance of the director during the year and

is unconditional at 31 May 2007. The settlement date is 1 July 2008 and the company estimates the fair value

of the share alternative is $2·50 per share at 31 May 2007. The share price of Leigh at 31 May 2007 is $3 per

share, and if the director chooses the share alternative, they must be kept for a period of four years. (9 marks)

Required:

Discuss with suitable computations how the above share based transactions should be accounted for in the

financial statements of Leigh for the year ended 31 May 2007.

(c) At a recent meeting of the board of directors, the managing director of Envico Ltd said that he considered it

essential to be able to assess the ‘value for money’ of each seminar. He suggested that the quality of the speakers

and the comfort of the seminar rooms were two assessment criteria that should be used in order to assess the

‘value for money’ of each seminar.

Required:

Discuss SIX separate and distinct assessment criteria (including those suggested by the managing director),

that would enable the management of Envico Ltd to assess the ‘value for money’ of each seminar.

(6 marks)

6 Assume today’s date is 16 April 2005.

Henry, aged 48, is the managing director of Happy Home Ltd, an unquoted UK company specialising in interior

design. He is wealthy in his own right and is married to Helen, who is 45 years old. They have two children – Stephen,

who is 19, and Sally who is 17.

As part of his salary, Henry was given 3,000 shares in Happy Home Ltd with an option to acquire a further 10,000

shares. The options were granted on 15 July 2003, shortly after the company started trading, and were not part of

an approved share option scheme. The free shares were given to Henry on the same day.

The exercise price of the share options was set at the then market value of ￡1·00 per share. The options are not

capable of being exercised after 10 years from the date of grant. The company has been successful, and the current

value of the shares is now ￡14·00 per share. Another shareholder has offered to buy the shares at their market value,

so Henry exercised his share options on 14 April 2005 and will sell the shares next week, on 20 April 2005.

With the company growing in size, Henry wishes to recruit high quality staff, but the company lacks the funds to pay

them in cash. Henry believes that giving new employees the chance to buy shares in the company would help recruit

staff, as they could share in the growth in value of Happy Home Ltd. Henry has heard that there is a particular share

scheme that is suitable for small, fast growing companies. He would like to obtain further information on how such

a scheme would work.

Henry has accumulated substantial assets over the years. The family house is owned jointly with Helen, and is worth

￡650,000. Henry has a ￡250,000 mortgage on the house. In addition, Henry has liquid assets worth ￡340,000

and Helen has shares in quoted companies currently worth ￡125,000. Henry has no forms of insurance, and believes

he should make sure that his wealth and family are protected. He is keen to find out what options he should be

considering.

Required:

(a) (i) State how the gift of the 3,000 shares in Happy Home Ltd was taxed. (1 mark)

5 (a) Carver Ltd was incorporated and began trading in August 2002. It is a close company with no associated

companies. It has always prepared accounts to 31 December and will continue to do so in the future.

It has been decided that Carver Ltd will sell its business as a going concern to Blade Ltd, an unconnected

company, on 31 July 2007. Its premises and goodwill will be sold for ￡2,135,000 and ￡290,000 respectively

and its machinery and equipment for ￡187,000. The premises, which do not constitute an industrial building,

were acquired on 1 August 2002 for ￡1,808,000 and the goodwill has been generated internally by the

company. The machinery and equipment cost ￡294,000; no one item will be sold for more than its original cost.

The tax adjusted trading profit of Carver Ltd in 2007, before taking account of both capital allowances and the

sale of the business assets, is expected to be ￡81,000. The balance on the plant and machinery pool for the

purposes of capital allowances as at 31 December 2006 was ￡231,500. Machinery costing ￡38,000 was

purchased on 1 March 2007. Carver Ltd is classified as a small company for the purposes of capital allowances.

On 1 August 2007, the proceeds from the sale of the business will be invested in either an office building or a

portfolio of UK quoted company shares, as follows:

Office building

The office building would be acquired for ￡3,100,000; the vendor is not registered for value added tax (VAT).

Carver Ltd would borrow the additional funds required from a UK bank. The building is let to a number of

commercial tenants who are not connected with Carver Ltd and will pay rent, in total, of ￡54,000 per calendar

quarter, in advance, commencing on 1 August 2007. The company’s expenditure for the period from 1 August

2007 to 31 December 2007 is expected to be:

￡

Loan interest payable to UK bank 16,000

Building maintenance costs 7,500

Share portfolio

Shares would be purchased for the amount of the proceeds from the sale of the business with no need for further

loan finance. It is estimated that the share portfolio would generate dividends of ￡36,000 and capital gains, after

indexation allowance, of ￡10,000 in the period from 1 August 2007 to 31 December 2007.

All figures are stated exclusive of value added tax (VAT).

Required:

(i) Taking account of the proposed sale of the business on 31 July 2007, state with reasons the date(s) on

which Carver Ltd must submit its corporation tax return(s) for the year ending 31 December 2007.

(2 marks)

3 Palm plc recently acquired 100% of the ordinary share capital of Nikau Ltd from Facet Ltd. Palm plc intends to use

Nikau Ltd to develop a new product range, under the name ‘Project Sabal’. Nikau Ltd owns shares in a non-UK

resident company, Date Inc.

The following information has been extracted from client files and from a meeting with the Finance Director of Palm

plc.

Palm plc:

– Has more than 40 wholly owned subsidiaries such that all group companies pay corporation tax at 30%.

– All group companies prepare accounts to 31 March.

– Acquired Nikau Ltd on 1 November 2007 from Facet Ltd, an unrelated company.

Nikau Ltd:

– UK resident company that manufactures domestic electronic appliances for sale in the European Union (EU).

– Large enterprise for the purposes of the enhanced relief available for research and development expenditure.

– Trading losses brought forward as at 1 April 2007 of ￡195,700.

– Budgeted taxable trading profit of ￡360,000 for the year ending 31 March 2008 before taking account of ‘Project

Sabal’.

– Dividend income of ￡38,200 will be received in the year ending 31 March 2008 in respect of the shares in Date

Inc.

‘Project Sabal’:

– Development of a range of electronic appliances, for sale in North America.

– Project Sabal will represent a significant advance in the technology of domestic appliances.

– Nikau Ltd will spend ￡70,000 on staffing costs and consumables researching and developing the necessary

technology between now and 31 March 2008. Further costs will be incurred in the following year.

– Sales to North America will commence in 2009 and are expected to generate significant profits from that year.

Shares in Date Inc:

– Nikau Ltd owns 35% of the ordinary share capital of Date Inc.

– The shares were purchased from Facet Ltd on 1 June 2003 for their market value of ￡338,000.

– The sale was a no gain, no loss transfer for the purposes of corporation tax.

– Facet Ltd purchased the shares in Date Inc on 1 March 1994 for ￡137,000.

Date Inc:

– A controlled foreign company resident in the country of Palladia.

– Annual chargeable profits arising out of property investment activities are approximately ￡120,000, of which

approximately ￡115,000 is distributed to its shareholders each year.

The tax system in Palladia:

– No taxes on income or capital profits.

– 4% withholding tax on dividends paid to shareholders resident outside Palladia.

Required:

(a) Prepare detailed explanatory notes, including relevant supporting calculations, on the effect of the following

issues on the amount of corporation tax payable by Nikau Ltd for the year ending 31 March 2008.

(i) The costs of developing ‘Project Sabal’ and the significant commercial changes to the company’s

activities arising out of its implementation. (8 marks)

5 Gagarin wishes to persuade a number of wealthy individuals who are business contacts to invest in his company,

Vostok Ltd. He also requires advice on the recoverability of input tax relating to the purchase of new premises.

The following information has been obtained from a meeting with Gagarin.

Vostok Ltd:

– An unquoted UK resident company.

– Gagarin owns 100% of the company’s ordinary share capital.

– Has 18 employees.

– Provides computer based services to commercial companies.

– Requires additional funds to finance its expansion.

Funds required by Vostok Ltd:

– Vostok Ltd needs to raise ￡420,000.

– Vostok Ltd will issue 20,000 shares at ￡21 per share on 31 August 2008.

– The new shareholder(s) will own 40% of the company.

– Part of the money raised will contribute towards the purchase of new premises for use by Vostok Ltd.

Gagarin’s initial thoughts:

– The minimum investment will be 5,000 shares and payment will be made in full on subscription.

– Gagarin has a number of wealthy business contacts who may be interested in investing.

– Gagarin has heard that it may be possible to obtain tax relief for up to 60% of the investment via the enterprise

investment scheme.

Wealthy business contacts:

– Are all UK resident higher rate taxpayers.

– May wish to borrow the funds to invest in Vostok Ltd if there is a tax incentive to do so.

New premises:

– Will cost ￡446,500 including value added tax (VAT).

– Will be used in connection with all aspects of Vostok Ltd’s business.

– Will be sold for ￡600,000 plus VAT in six years time.

– Vostok Ltd will waive the VAT exemption on the sale of the building.

The VAT position of Vostok Ltd:

– In the year ending 31 March 2009, 28% of Vostok Ltd’s supplies will be exempt for the purposes of VAT.

– This percentage is expected to reduce over the next few years.

– Irrecoverable input tax due to the company’s partially exempt status exceeds the de minimis limits.

Required:

(a) Prepare notes for Gagarin to use when speaking to potential investors. The notes should include:

(i) The tax incentives immediately available in respect of the amount invested in shares issued in

accordance with the enterprise investment scheme; (5 marks)

According to the passage，in the late 1960's some residents of Boston were concerned with which aspect of skyscrapers?

A. The noise from their construction.

B. The removal of trees from building sites.

C. The harmful effects on the city's grass.

D. The high cost of rentable office space.