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(iii) The treatment of items not dealt with by an IFRS for SMEs
IFRSs for SMEs would not necessarily deal with all the recognition and measurement issues facing an entity but the key
issues should revolve around the nature of the recognition, measurement and disclosure of the transactions of SMEs. In
the case where the item is not dealt with by the standards there are three alternatives:
(a) the entity can look to the full IFRS to resolve the issue
(b) management’s judgement can be used with reference to the Framework and consistency with other IFRSs for SMEs
(c) existing practice could be used.
The first approach is more likely to result in greater consistency and comparability. However, this approach may also
increase the burden on SMEs as it can be argued that they are subject to two sets of standards.
An SME may wish to make a disclosure required by a full IFRS which is not required by the SME standard, or a
measurement principle is simplified or exempted in the SME standard, or the IFRS may give a choice between two
measurement options and the SME standard does not allow choice. Thus the issue arises as to whether SMEs should
be able to choose to comply with a full IFRS for some items and SME standards for other items, allowing an SME to
revert to IFRS on a principle by principle basis. The problem which will arise will be a lack of consistency and
comparability of SME financial statements.

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(b) Matters to be considered (before accepting the engagement)
Tutorial note: Although candidates may approach this part from a rote-learned list of ‘matters to consider’ it is important
that answer points be tailored, in so far as the information given in the scenario permits, to the specifics of Plaza and MCM.
It is critical that answer points should not contradict the scenario (e.g. assuming that it is Plaza’s auditor who has been
asked to undertake the assignment).
■ Information about Duncan Seymour – What is the relationship of the chief finance officer to Plaza (e.g. is he on the
management board)? By what authority is he approaching Andando to undertake this assignment?
■ The purpose of the assignment must be clarified. Duncan’s approach to Andando is ‘to advise on a bid’. However,
Andando cannot make executive decisions for a client but only provide the facts of material interest. Plaza’s
management must decide whether or not to bid and, if so, how much to bid.
■ The scope of the due diligence review. It seems likely that Plaza will be interested in acquiring all of MCM’s business
as its areas of operation coincide with Plaza’s. However it must be confirmed that Plaza is not merely interested in
acquiring only the National or International business of MCM.
■ Andando’s competence and experience – Andando should not accept the engagement unless the firm has experience in
undertaking due diligence assignments. Even then, the firm must have sufficient knowledge of the territories in which
the businesses operate to evaluate whether all facts of material interest to Plaza have been identified.
Tutorial note: Candidates should be querying their competence and experience in the fields of retailing and training
as though they were dealing with highly regulated or specialist industries such as banking or insurance.
■ Whether Andando has sufficient resources (e.g. representative/associated offices), if any, in Europe and Asia to
investigate MCM’s International business.
■ Any factors which might impair Andando’s objectivity in reporting to Plaza the facts uncovered by the due diligence
review. For example, if Duncan is closely connected with a partner in Andando or if Andando is the auditor of Frontiers.
Tutorial note: Candidates will not be awarded marks for going into ‘autopilot’ on independence issues. For example,
this is a one-off assignment so size of fee is not relevant. Andando holding shares in MCM is not possible (since whollyowned).
■ Plaza’s rationale for wishing to acquire MCM. Presumably it is significant that MCM operates in the same territories as
Plaza. Plaza may be wanting to provide extensive training programs in management, communications and marketing
to its workforce.
■ The relationship, if any, between Plaza and MCM in any of the territories. Plaza may be a major client of MCM. That
is, Plaza is currently out-sourcing training to MCM. Acquiring MCM would bring training in-house.
Tutorial note: Ascertaining what a purchaser hopes to gain from an acquisition before the assignment is accepted is
important. The facts to be uncovered for a merger from which synergy is expected will be different from those relevant
to acquiring an investment opportunity.
■ Time available – Andando must have sufficient time to find all facts that would be of material interest to Plaza before
disclosing their findings.
■ The acceptability of any limitations – whether there will be restrictions on Andando’s access to information held by MCM
(e.g. if there will not be access to board minutes) and personnel.
■ The degree of secrecy required – this may go beyond the normal duties of confidentiality not to disclose information to
outsiders (e.g. if unannounced staff redundancies could arise).
■ Why Plaza’s current auditors have not been asked to conduct the due diligence review – especially as they are
responsible for (and therefore capable of undertaking) the group audit covering the relevant countries.
■ Andando should be allowed to communicate with Plaza’s current auditor:
– to inform. them of the nature of the work they have been asked to undertake; and
– to enquire if there is any reason why they should not accept this assignment.
■ In taking on Plaza as a new client Andando may have a later opportunity to offer external audit and other services to
Plaza (e.g. internal audit).

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(c) As the trust is created in the settlors’ (Paul and Sharon’s) lifetime its creation will constitute a chargeable disposal for capital
gains tax. Also, as the settlors and trustees are connected persons, the disposal will be deemed to be at market value, resulting
in a chargeable gain of ￡80,000 (160,000 – 80,000). No taper relief will be available as the property is a non-business
asset, and has been held for less than three years, but annual exemptions of ￡17,000 (2 x ￡8,500) will be available.
However, in the case of a discretionary trust, gift hold over relief will be available. This is because the gift will constitute a
chargeable lifetime transfer and because there is an immediate charge to inheritance tax (even though no tax is payable due
to the nil rate band) relief is available if a specific accumulation and maintenance trust is used, as in this case the gift will
qualify as a potentially exempt transfer and so gift relief would only be available in respect of business assets. The use of a
basic discretionary trust will thus facilitate the deferral of an immediate capital gains tax charge of ￡25,200 (63,000 x 40%).
If/when the property is disposed of, however, the trustees will pay capital gains tax on the deferred gain at the trust income
tax rate of 40%, and have an annual exemption of only ￡4,250 (50% of the normal individual rate) available to them. The
40% rate of tax and lower annual exemption rate also apply to chargeable gains arising in a specific accumulation and
maintenance trust, as well as a basic discretionary trust.
A chargeable disposal between connected persons will also arise for the purposes of capital gains tax if/when the property
vests in a beneficiary, i.e. one or more of the beneficiaries becomes absolutely entitled to all or part of the income or capital
of the trust. Gift hold over relief will again be available on all assets in the case of a discretionary trust, but only on business
assets in the case of an accumulation and maintenance trust, except where a beneficiary becomes entitled to both income
and capital at the same time.
The trust will have taxable property income in the form. of net rents from its creation and in future years is also likely to have
other investment income, probably in the form. of interest, to the extent that monies are retained in the trust. Whichever form
of trust is used, the trustees will pay tax at the standard trust rate of 40% on income other than dividend income (32·5%),
except to the extent of (1) the first ￡500 of taxable income, which is taxed at the rate that would otherwise apply to such
income (i.e. 22% for non-savings (rental) income, 20% for savings income (interest) and 10% for dividends) but, only to the
extent that it is not distributed; and (2) the legitimate trust management expenses, which are offsettable for the purposes of
the higher trust tax rates against the income with the lowest rate(s) of normal tax and so bear tax only at that rate. The higher
trust tax rate always applies to income that is distributed, other than to the extent that it has been treated as the settlor’s
income, and taxed at that settlor’s marginal tax rate.
As Paul and Sharon intend to create a trust for their unmarried minor (under 18) children, then even if the trust specifically
excludes them from any benefit under the trust, the trust income will be treated as theirs for income tax purposes to the extent
that it constitutes income paid for on behalf (including maintenance payments) of Gisella and Gavin; except where (1) the
total income arising does not exceed ￡100 gross per annum, and (2) income is held for the benefit of a child under an
accumulation and maintenance settlement, to the extent that it is not paid out.

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(c) The following are important considerations regarding the quality of the business software:
– The software is error-free as this will improve its reliability. Whilst in practice this might not always be achievable the
directors of SSH must recognise the dangers involved in supplying bespoke software which may prove damaging to their
clients’ businesses with the resulting loss of client goodwill.
– The software should meet quality control standards such as those specified by the ISO (International Standards
Organisation).
– The software must be delivered on time. Late delivery of business software will prove problematic since clients may rely
on updated software to meet new customer needs or to fulfil revised business objectives.
– The software must meet the initial specification of the customer. In meeting the specification SSH will be demonstrating
that the software has been produced correctly with an appropriate focus on the requirements of end users.
– The software must be usable i.e. as well as being able to do what it is supposed to do it is important that it is easy to
use.
– The software should be capable of being updated in the light of future changes that occur in the clients’ requirements.