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正确答案：
(b) Outsourced cold storage
(i) Matters
■ Inventory at 31 March 2007 represents 21% of total assets (10·1/48·0) and is therefore a very material item in the
balance sheet.
■ The value of inventory has increased by 50% though revenue has increased by only 7·5%. Inventory may be
overvalued if no allowance has been made for slow-moving/perished items in accordance with IAS 2 Inventories.
■ Inventory turnover has fallen to 6·6 times per annum (2006 – 9·3 times). This may indicate a build up of
unsaleable items.
Tutorial note: In the absence of cost of sales information, this is calculated on revenue. It may also be expressed
as the number of days sales in inventory, having increased from 39 to 55 days.
■ Inability to inspect inventory may amount to a limitation in scope if the auditor cannot obtain sufficient audit
evidence regarding quantity and its condition. This would result in an ‘except for’ opinion.
■ Although Hogg’s monthly return provides third party documentary evidence concerning the quantity of inventory it
does not provide sufficient evidence with regard to its valuation. Inventory will need to be written down if, for
example, it was contaminated by the leakage (before being moved to Hogg’s cold storage) or defrosted during
transfer.
■ Lamont’s written representation does not provide sufficient evidence regarding the valuation of inventory as
presumably Lamont’s management did not have access to physically inspect it either. If this is the case this may
call into question the value of any other representations made by management.
■ Whether, since the balance sheet date, inventory has been moved back from Hogg’s cold storage to Lamont’s
refrigeration units. If so, a physical inspection and roll-back of the most significant fish lines should have been
undertaken.
Tutorial note: Credit will be awarded for other relevant accounting issues. For example a candidate may question
whether, for example, cold storage costs have been capitalised into the cost of inventory. Or whether inventory moves
on a FIFO basis in deep storage (rather than LIFO).
(ii) Audit evidence
■ A copy of the health and safety regulation preventing the auditor from gaining access to Hogg’s cold storage to
inspect Lamont’s inventory.
■ Analysis of Hogg’s monthly returns and agreement of significant movements to purchase/sales invoices.
■ Analytical procedures such as month-on-month comparison of gross profit percentage and inventory turnover to
identify any trend that may account for the increase in inventory valuation (e.g. if Lamont has purchased
replacement inventory but spoiled items have not been written off).
■ Physical inspection of any inventory in Lamont’s refrigeration units after the balance sheet date to confirm its
condition.
■ An aged-inventory analysis and recalculation of any allowance for slow-moving items.
■ A review of after-date sales invoices for large quantities of fish to confirm that fair value (less costs to sell) exceed
carrying amount.
■ A review of after-date credit notes for any returns of contaminated/perished or otherwise substandard fish.

正确答案：
(b) Property is sometimes sold with a degree of continuing involvement by the seller so that the risks and rewards of ownership
have not been transferred. The nature and extent of the buyer’s involvement will determine how the transaction is accounted
for. The substance of the transaction is determined by looking at the transaction as a whole and IAS18 ‘Revenue’ requires
this by stating that where two or more transactions are linked, they should be treated as a single transaction in order to
understand the commercial effect (IAS18 paragraph 13). In the case of the sale of the hotel, theme park and casino, Norman
should not recognise a sale as the company continues to enjoy substantially all of the risks and rewards of the businesses,
and still operates and manages them. Additionally the residual interest in the business reverts back to Norman. Also Norman
has guaranteed the income level for the purchaser as the minimum payment to Conquest will be $15 million a year. The
transaction is in substance a financing arrangement and the proceeds should be treated as a loan and the payment of profits
as interest.
The principles of IAS18 and IFRIC13 ‘Customer Loyalty Programmes’ require that revenue in respect of each separate
component of a transaction is measured at its fair value. Where vouchers are issued as part of a sales transaction and are
redeemable against future purchases, revenue should be reported at the amount of the consideration received/receivable less
the voucher’s fair value. In substance, the customer is purchasing both goods or services and a voucher. The fair value of the
voucher is determined by reference to the value to the holder and not the cost to the issuer. Factors to be taken into account
when estimating the fair value, would be the discount the customer obtains, the percentage of vouchers that would be
redeemed, and the time value of money. As only one in five vouchers are redeemed, then effectively the hotel has sold goods
worth ($300 + $4) million, i.e. $304 million for a consideration of $300 million. Thus allocating the discount between the
two elements would mean that (300 ÷ 304 x $300m) i.e. $296·1 million will be allocated to the room sales and the balance
of $3·9 million to the vouchers. The deferred portion of the proceeds is only recognised when the obligations are fulfilled.
The recognition of government grants is covered by IAS20 ‘Accounting for government grants and disclosure of government
assistance’. The accruals concept is used by the standard to match the grant received with the related costs. The relationship
between the grant and the related expenditure is the key to establishing the accounting treatment. Grants should not be
recognised until there is reasonable assurance that the company can comply with the conditions relating to their receipt and
the grant will be received. Provision should be made if it appears that the grant may have to be repaid.
There may be difficulties of matching costs and revenues when the terms of the grant do not specify precisely the expense
towards which the grant contributes. In this case the grant appears to relate to both the building of hotels and the creation of
employment. However, if the grant was related to revenue expenditure, then the terms would have been related to payroll or
a fixed amount per job created. Hence it would appear that the grant is capital based and should be matched against the
depreciation of the hotels by using a deferred income approach or deducting the grant from the carrying value of the asset
(IAS20). Additionally the grant is only to be repaid if the cost of the hotel is less than $500 million which itself would seem
to indicate that the grant is capital based. If the company feels that the cost will not reach $500 million, a provision should
be made for the estimated liability if the grant has been recognised.

正确答案：
(c) Due diligence review
(i) Inquiries
Tutorial note: These should be focussed on uncovering facts that may not be revealed by the audited financial
statements (e.g. off balance sheet finance, contingencies, commitments and contracts) especially where knowledge
may be confined to management.
■ Do any members of MCM’s senior/executive management have contractual terms that will result in significant
payouts to them (e.g. on change of ownership of the company or their being made redundant)?
■ What contracts with clients, if any, will lapse or be made void in the event that MCM is purchased from Frontiers?
■ What synergy or inter-company trading, if any, currently exists between MCM and Frontiers? For example, Frontiers
may publish MCM’s training materials.
■ Are there any major clients who are likely to be lost if MCM is purchased by Plaza (e.g. any competitor food
retailers)?
■ What are the principal terms of the operating leases relating to the International business’s premises?
■ What penalties should be expected to be incurred if operating leases and/or contracts with training consultants are
terminated?
■ Has MCM entered into any purchase commitments since 31 December 2004 (e.g. to buy or lease further
premises)?
■ Who are the best trainers that Plaza should seek to retain after the purchase of MCM?
■ What events since the audited financial statements to 31 December 2004 were published have made a significant
impact on MCM’s assets, liabilities, operating capability and/or cash flows? (For example, storm damage to
premises, major clients defaulting on payments, significant interest/foreign-exchange rate fluctuations, etc.)
■ Are there any unresolved tax issues which have not been provided for in full?
■ What effect will the purchase have on loan covenants? For example, term loans may be rendered repayable on a
change of ownership.

正确答案：

 

However, an exemption from corporation tax exists for any gain arising when a trading company (or member of a trading
group) sells the whole or any part of a substantial shareholding in another trading company.
A substantial shareholding is one where the investing company holds 10% of the ordinary share capital and is beneficially
entitled to at least 10% of the
(i) profits available for distribution to equity holders and
(ii) assets of the company available for distribution to equity holders on a winding up.
In meeting the 10% test, shares owned by a chargeable gains group may be amalgamated. The 10% test must have been
met for a continuous 12 month period during the 2 years preceding the disposal.
The companies making the disposals must have been trading companies (or members of a trading group) throughout the
12 month period, as well as at the date of disposal. In addition, they must also be trading companies (or members of a trading
group) immediately after the disposal.
The exemption is given automatically, and acts to deny losses as well as eliminate gains.
While Alantech Ltd has owned its holding in Mobile Ltd for 33 months, its ownership of the Boron holding has only lasted
for 10 months (at 1 June 2005) since Boron was acquired on 1 July 2004. Selling the shares in June 2005 will fail the
12 month test, and the gain will become chargeable.
It would be better for the companies to wait for a further month until July 2005 before selling the amalgamated shareholding.
By doing so, they will both be able to take advantage of the substantial shareholdings relief, thereby saving tax of ￡29,625
assuming a corporation tax rate of 19%.