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正确答案：
(b) (i) Cost of investment on acquisition of Dylan Co
Matters to consider
According to the schedule provided by the client, the cost of investment comprises three elements. One matter to
consider is whether the cost of investment is complete.
It appears that no legal or professional fees have been included in the cost of investment (unless included within the
heading ‘cash consideration’). Directly attributable costs should be included per IFRS 3 Business Combinations, and
there is a risk that these costs may be expensed in error, leading to understatement of the investment.
The cash consideration of $2·5 million is the least problematical component. The only matter to consider is whether the
cash has actually been paid. Given that Dylan Co was acquired in the last month of the financial year it is possible that
the amount had not been paid before the year end, in which case the amount should be recognised as a current liability
on the statement of financial position (balance sheet). However, this seems unlikely given that normally control of an
acquired company only passes to the acquirer on cash payment.
IFRS 3 states that the cost of investment should be recognised at fair value, which means that deferred consideration
should be discounted to present value at the date of acquisition. If the consideration payable on 31 January 2009 has
not been discounted, the cost of investment, and the corresponding liability, will be overstated. It is possible that the
impact of discounting the $1·5 million payable one year after acquisition would be immaterial to the financial
statements, in which case it would be acceptable to leave the consideration at face value within the cost of investment.
Contingent consideration should be accrued if it is probable to be paid. Here the amount is payable if revenue growth
targets are achieved over the next four years. The auditor must therefore assess the probability of the targets being
achieved, using forecasts and projections of Maxwell Co’s revenue. Such information is inherently subjective, and could
have been manipulated, if prepared by the vendor of Maxwell Co, in order to secure the deal and maximise
consideration. Here it will be crucial to be sceptical when reviewing the forecasts, and the assumptions underlying the
data. The management of Rosie Co should have reached their own opinion on the probability of paying the contingent
consideration, but they may have relied heavily on information provided at the time of the acquisition.
Audit evidence
– Agreement of the monetary value and payment dates of the consideration per the client schedule to legal
documentation signed by vendor and acquirer.
– Agreement of $2·5 million paid to Rosie Co’s bank statement and cash book prior to year end. If payment occurs
after year end confirm that a current liability is recognised on the individual company and consolidated statement
of financial position (balance sheet).
– Board minutes approving the payment.
– Recomputation of discounting calculations applied to deferred and contingent consideration.
– Agreement that the discount rate used is pre-tax, and reflects current market assessment of the time value of money
(e.g. by comparison to Rosie Co’s weighted average cost of capital).
– Revenue and profit projections for the period until January 2012, checked for arithmetic accuracy.
– A review of assumptions used in the projections, and agreement that the assumptions are comparable with the
auditor’s understanding of Dylan Co’s business.
Tutorial note: As the scenario states that Chien & Co has audited Dylan Co for several years, it is reasonable to rely on
their cumulative knowledge and understanding of the business in auditing the revenue projections.

正确答案：
(c) Fines and penalties
(i) Matters
■ $0·1 million represents 5·6% of profit before tax and is therefore material. However, profit has fallen, and
compared with prior year profit it is less than 5%. So ‘borderline’ material in quantitative terms.
■ Prior year amount was three times as much and represented 13·6% of profit before tax.
■ Even though the payments may be regarded as material ‘by nature’ separate disclosure may not be necessary if,
for example, there are no external shareholders.
■ Treatment (inclusion in cost of sales) should be consistent with prior year (‘The Framework’/IAS 1 ‘Presentation of
Financial Statements’).
■ The reason for the fall in expense. For example, whether due to an improvement in meeting health and safety
regulations and/or incomplete recording of liabilities (understatement).
■ The reason(s) for the breaches. For example, Albreda may have had difficulty implementing new guidelines in
response to stricter regulations.
■ Whether expenditure has been adjusted for in the income tax computation (as disallowed for tax purposes).
■ Management’s attitude to health and safety issues (e.g. if it regards breaches as an acceptable operational practice
or cheaper than compliance).
■ Any references to health and safety issues in other information in documents containing audited financial
statements that might conflict with Albreda incurring these costs.
■ Any cost savings resulting from breaches of health and safety regulations would result in Albreda possessing
proceeds of its own crime which may be a money laundering offence.
(ii) Audit evidence
■ A schedule of amounts paid totalling $0·1 million with larger amounts being agreed to the cash book/bank
statements.
■ Review/comparison of current year schedule against prior year for any apparent omissions.
■ Review of after-date cash book payments and correspondence with relevant health and safety regulators (e.g. local
authorities) for liabilities incurred before 30 September 2005.
■ Notes in the prior year financial statements confirming consistency, or otherwise, of the lack of separate disclosure.
■ A ‘signed off’ review of ‘other information’ (i.e. directors’ report, chairman’s statement, etc).
■ Written management representation that there are no fines/penalties other than those which have been reflected in
the financial statements.

正确答案：
(a) To: Helen Bradshaw
From:
Entry strategies for ‘Helen’s cakes’
Your choice of market entry strategy is a crucial one for you and one which will have significant consequences for the
operational side of the business. Your choice of distribution channel will determine the customers you reach, the volume of
sales you will achieve and ultimately the level of profitability attained. Key questions will include – is there a market for my
cakes, how big is this market, what segments of the market will I reach and is this the most appropriate channel for accessing
my customers? These are key questions that will influence your marketing strategy and its implementation through the
marketing mix detailed below. This choice of channel will effectively position your cakes in the market.
Your intention to produce ‘distinctive quality cakes’ suggests you are intent on differentiating your cakes from those of your
competitors. I have provided an assessment of the implications of choosing a particular entry strategy. Each entry strategy
will have a different combination of costs and benefits and involve different levels of risk. Although you will be supplying
basically the same product into each market, each market is very different and will require a different marketing approach.
Premium cake market
Here there is the opportunity to establish your brand and develop your reputation for meeting the demands of discerning
customers. There is also the opportunity to obtain premium prices based on the exclusivity of your cakes. New quality brands
are likely to be welcomed by the specialist cake shops and cafes and there is the advantage of relatively few brands with
which you have to compete. Entry barriers are therefore relatively low and the product range can be developed in a planned
way. Volumes, at least initially, are likely to be low and your existing capacity should be able to cope. However, entry into this
premium market may have some disadvantages. Clearly, for a premium product, commanding premium prices, quality is an
absolute must. Therefore, rigorous quality systems must be in place to ensure customer satisfaction. Equally, the demand will
be for fresh cakes with a short shelf life and this again will require small batch production and careful scheduling and
planning. Your distributors are likely to want many varieties of cakes, but in small volumes again has cost implications and
your ability to make-to-order may be an important factor in generating sales. As you are likely to be supplying a large number
of outlets spread over a wide area, this is likely to lead to high distribution costs per unit sold. Opportunity should be taken
to supply cakes to any chains of cake shops or cafes and thus lower the costs of distribution. You will clearly have to work
out the break-even position for each customer so as to avoid having large numbers of small customers who order insufficient
quantities to cover costs.
Supermarkets
Here there is the advantage of generating high volume sales and achieving some economies of scale. Equally, if you are able
to convince the buyers to stock your product using your brand this will gain you excellent exposure in the market. The fact
that you are supplying to a small number of large customers will also have a beneficial effect on your distribution costs.
Supplying the supermarkets with your cakes will bring some problems however. Here the attention to quality will be
considerable and the product must be consistent to prevent product rejection. You are likely to have to meet demands for
recipe change and price variations may also be required. Above all, the buying power of the supermarkets will put extreme
pressure on your prices and is likely to result in small profit margins. Equally important is the likely pressure to make cakes
to be sold under the supermarkets’ own label brands. Again the pressure on costs is likely to be intense and there is no
opportunity to develop your brand. Getting space on the supermarket shelves is likely to be expensive – you may be under
pressure to reduce prices to support in-store promotions. Also, the power of electronic point-of-sale equipment means that
underperforming products are soon deleted from the product list and removed from the shelves. Overall this is a high
volume/low margin market entry and getting your product accepted may take considerable time and effort.
Catering market
Here, typically, supplying catering wholesalers who in turn supply catering establishments. Volumes are likely to be
significant, with large bulk orders being placed. The product range is likely to be less extensive than with the other two
markets and there will be less need to offer recipe variations. This market is likely to be less quality conscious provided the
cakes meet the demands of the caterers. There is less pressure to produce cakes under the caterer’s own brand and therefore
the opportunity to build your own brand. Barriers to entry would be relatively low with the caterers having little brand or supply
loyalty. Batches of cakes are likely to be large with lower production costs as a result. Distribution costs are also likely to
benefit from delivery to a few large wholesalers.
The downside of supplying this market segment is meeting the particular demands of the caterers – they may be more
interested in products that can be stored as opposed to being fresh. As wholesalers operate on narrow margins, there will be
pressure on prices. The volume demands will also place pressure on your ability to deliver the right sort of cakes from the
limited capacity at your disposal. Also, having your brand associated with a mass catering market with its modest reputation
for quality may limit your ability to move the brand into higher quality segments of the market.
From the above analysis you can see that each distribution channel has particular demands. It is unlikely that in starting your
business you will be able to supply all three outlets. It is important that you choose your distribution policy carefully with a
view to where you want to be in the future. Each route to market will have a significant impact on the whole of the companyand place different demands on you.

正确答案：
(b) There are several matters that Irroy will need to be aware of in relation to value added tax and corporation tax. These are set
out below.
Residence of subsidiary
Irroy will want to ensure that the subsidiary is treated as being resident in the Republic of Ireland. It will then pay corporation
tax on its profits at lower rates than in the UK. The country of incorporation usually claims taxing rights, but this is not by
itself sufficient. Irroy needs to be aware that a company can be treated as UK resident by virtue of the location of its central
management and control. This is usually defined as being where the board of directors meets to make strategic decisions. As
a result, Irroy needs to ensure that board meetings are conducted outside the UK.
If Green Limited is treated as being UK resident, it will be taxed in the UK on its worldwide income, including that arising in
the Republic of Ireland. However, as it will be conducting trading activities in the Republic of Ireland, Green Limited will also
be treated as being Irish resident as its activities in that country are likely to constitute a permanent establishment. Thus it
may also suffer tax in the Republic of Ireland as a consequence, although double tax relief will be available (see later).
A permanent establishment is broadly defined as a fixed place of business through which a business is wholly or partly carried
on. Examples of a permanent establishment include an office, factory or workshop, although certain activities (such as storage
or ancillary activities) can be excluded from the definition.
If Green Limited is treated as being an Irish resident company, any dividends paid to Aqua Limited will be taxed under
Schedule D Case V in the UK. Despite being non resident, Green Limited will still count as an associate of the existing UK
companies, and may affect the rates of tax paid by Aqua Limited and Aria Limited in the UK. However, as a non UK resident
company, Green Limited will not be able to claim losses from the UK companies by way of group relief.
Double tax relief
If Green Limited is treated as UK resident, corporation tax at UK rates will be payable on all profits earned. However, income
arising in the Republic of Ireland is likely to have been taxed in that country also by virtue of having a permanent
establishment located there. As the same profits have been taxed twice, double tax relief is available, either by reference to
the tax treaty between the UK and the Republic of Ireland, or on a unilateral basis, where the UK will give relief for the foreign
tax suffered.
If Green Limited is treated as an Irish resident company, it will pay tax in the Republic of Ireland, based on its worldwide
taxable profits. However, any repatriation of profits to the UK by dividend will be taxed on a receipts basis in the UK. Again,
double tax relief will be available as set out above.
Double tax relief is available against two types of tax. For payments made by Green Limited to Aqua Limited on which
withholding tax has been levied, credit will be given for the tax withheld. In addition, relief is available for the underlying tax
where a dividend is received from a foreign company in which Aqua Limited owns at least 10% of the voting power. The
underlying tax is the tax attributable to the relevant profits from which the dividend was paid.
Double tax relief is given at the lower rate of the UK tax and the foreign tax (withholding and underlying taxes) suffered.
Transfer pricing
Where groups have subsidiaries in other countries, they may be tempted to divert profits to subsidiaries which pay tax at lower
rates. This can be achieved by artificially changing the prices charged (known as the transfer price) between the group
companies. While they can do this commercially through common control, anti avoidance legislation seeks to correct this by
ensuring that for taxation purposes, profits on such intra-group transactions are calculated as if the transactions were carried
out on an arms length basis. Since 1 April 2004, this legislation can also be applied to transactions between UK group
companies.
If Green Limited is treated as a UK resident company, the group’s status as a small or medium sized enterprise means that
transfer pricing issues will not apply to transactions between Green Limited and the other UK group companies.
If Green Limited is an Irish resident company, transfer pricing issues will not apply to transactions between Green Ltd and the
UK resident companies because of the group’s status as a small or medium-sized enterprise and the existence of a double
tax treaty, based on the OECD model, between the UK and the Republic of Ireland.
Controlled foreign companies
Tax legislation exists to stop a UK company accumulating profits in a foreign subsidiary which is subject to a low tax rate.
Such a subsidiary is referred to as a controlled foreign company (CFC), and exists where:
(1) the company is resident outside the UK, and
(2) is controlled by a UK resident entity or persons, and
(3) pays a ‘lower level of tax’ in its country of residence.
A lower level of tax is taken to be less than 75% of the tax that would have been payable had the company been UK resident.
If Green Limited is an Irish resident company, it will be paying corporation tax at 12·5% so would appear to be caught by
the above rules and is therefore likely to be treated as a CFC.
Where a company is treated as a CFC, its profits are apportioned to UK resident companies entitled to at least 25% of its
profits. For Aqua Limited, which would own 100% of the shares in Green Limited, any profits made by Green Limited would
be apportioned to Aqua Limited as a deemed distribution. Aqua Limited would be required to self-assess this apportionment
on its tax return and pay UK tax on the deemed distribution (with credit being given for the Irish tax suffered).
There are some exemptions which if applicable the CFC legislation does not apply and no apportionments of profits will be
made. These include where chargeable profits of the CFC do not exceed ￡50,000 in an accounting period, or where the CFC
follows an acceptable distribution policy (distributing at least 90% of its chargeable profits within 18 months of the relevant
period).
Value added tax (VAT)
Green Limited will be making taxable supplies in the Republic of Ireland and thus (subject to exceeding the Irish registration
limit) liable to register for VAT there. If Green Limited is registered for VAT in the Republic of Ireland, then supplies of goods
made from the UK will be zero rated. VAT on the goods will be levied in the Republic of Ireland at a rate of 21%. Aqua Limited
will need to have proof of supply in order to apply the zero rate, and will have to issue an invoice showing Green Limited’s
Irish VAT registration number as well as its own. In the absence of such evidence/registration, Aqua Limited will have to treat
its transactions with Green Limited as domestic sales and levy VAT at the UK standard rate of 17·5%.
In addition to making its normal VAT returns, Aqua Limited will also be required to complete an EU Sales List (ESL) statement
each quarter. This provides details of the sales made to customers in the return period – in this case, Green Limited. Penalties
can be applied for inaccuracies or non-compliance.