ACCAF4法律的三种分类五种特征！

正确答案：

(b) (i) Appropriateness of audit opinion given
Tutorial note: The answer points suggested by the marking scheme are listed in roughly the order in which they might
be extracted from the information presented in the question. The suggested answer groups together some of these
points under headings to give the analysis of the situation a possible structure.
Heading
■ The opinion paragraph is not properly headed. It does not state the form. of the opinion that has been given nor
the grounds for qualification.
■ The opinion ‘the financial statements do not give a true and fair view’ is an ‘adverse’ opinion.
■ That ‘provision should be made’, but has not, is a matter of disagreement that should be clearly stated as noncompliance
with IAS 36. The title of IAS 36 Impairment of Assets should be given in full.
■ The opinion should be headed ‘Disagreement on Accounting Policies – Inappropriate Accounting Method – Adverse
Opinion’.
1 ISA 250 does not specify with whom agreement should be reached but presumably with those charged with corporate governance (e.g audit committee or
2 other supervisory board).
20
6D–INTBA
Paper 3.1INT
Content
■ It is appropriate that the opinion paragraph should refer to the note(s) in the financial statements where the matter
giving rise to the modification is more fully explained. However, this is not an excuse for the audit opinion being
‘light’ on detail. For example, the reason for impairment could be summarised in the auditor’s report.
■ The effects have not been quantified, but they should be quantifiable. The maximum possible loss would be the
carrying amount of the non-current assets identified as impaired.
■ It is not clear why the directors have been ‘unable to quantify the amounts’. Since impairments should be
quantifiable any ‘inability’ suggest a limitation in scope of the audit, in which case the opinion should be disclaimed
(or ‘except for’) on grounds of lack of evidence rather than disagreement.
■ The wording is confusing. ‘Failure to provide’ suggests disagreement. However, there must be sufficient evidence
to support any disagreement. Although the directors cannot quantify the amounts it seems the auditors must have
been able to (estimate at least) in order to form. an opinion that the amounts involved are sufficiently material to
warrant a qualification.
■ The first paragraph refers to ‘non-current assets’. The second paragraph specifies ‘tangible and intangible assets’.
There is no explanation why or how both tangible and intangible assets are impaired.
■ The first paragraph refers to ‘profit or loss’ and the second and third paragraphs to ‘loss’. It may be clearer if the
first paragraph were to refer to recognition in the income statement.
■ It is not clear why the failure to recognise impairment warrants an adverse opinion rather than ‘except for’. The
effects of non-compliance with IAS 36 are to overstate the carrying amount(s) of non-current assets (that can be
specified) and to understate the loss. The matter does not appear to be pervasive and so an adverse opinion looks
unsuitable as the financial statements as a whole are not incomplete or misleading. A loss is already being reported
so it is not that a reported profit would be turned into a loss (which is sometimes judged to be ‘pervasive’).
Prior year
■ As the 2005 auditor’s report, as previously issued, included an adverse opinion and the matter that gave rise to
the modification:
– is unresolved; and
– results in a modification of the 2006 auditor’s report,
the 2006 auditor’s report should also be modified regarding the corresponding figures (ISA 710 Comparatives).
■ The 2006 auditor’s report does not refer to the prior period modification nor highlight that the matter resulting in
the current period modification is not new. For example, the report could say ‘As previously reported and as more
fully explained in notes ….’ and state ‘increase the loss by $x (2005 – $y)’.

正确答案：

(a) The accounting for the transaction as an asset acquisition does not comply with the requirements of IFRS 3 Business Combinations and should have been accounted as a business combination. This would mean that transaction costs would be expensed, the vessels recognised at fair value, any deferred tax recognised at nominal value and the difference between these amounts and the consideration paid to be recognised as goodwill.

In accordance with IFRS 3, an entity should determine whether a transaction is a business combination by applying the definition of a business in IFRS 3. A business is an integrated set of activities and assets which is capable of being conducted and managed for the purpose of providing a return in the form. of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. A business consists of inputs and processes applied to those inputs which have the ability to create outputs. Although businesses usually have outputs, outputs are not required to qualify as a business.

When analysing the transaction, the following elements are relevant:

(i) Inputs: Shares in vessel owning companies, charter arrangements, outsourcing arrangements with a management company, and relationships with a shipping broker.

(ii) Processes: Activities regarding chartering and operating the vessels, financing the business, purchase and sales of vessels.

(iii) Outputs: Ceemone would generate revenue from charter agreements and has the ability to gain economic benefit from the vessels.

IFRS 3 states that whether a seller operated a set of assets and activities as a business or intends to operate it as a business is not relevant in evaluating whether it is a business. It is not relevant therefore that some activities were outsourced as Ceemone could chose to conduct and manage the integrated set of assets and activities as a business. As a result, the acquisition included all the elements which constitute a business, in accordance with IFRS 3.

IFRS 10 Consolidated Financial Statements sets out the situation where an investor controls an investee. This is the case, if and only if, the investor has all of the following elements:

(i) power over the investee, that is, the investor has existing rights which give it the ability to direct the relevant activities (the activities which significantly affect the investee’s returns);

(ii) exposure, or rights, to variable returns from its involvement with the investee;

(iii) the ability to use its power over the investee to affect the amount of the investor’s returns.

Where a party has all three elements, then it is a parent; where at least one element is missing, then it is not. In every case, IFRS 10 looks to the substance of the arrangement and not just to its legal form. Each situation needs to be assessed individually. The question arises in this case as to whether the entities created are subsidiaries of the bank. The bank is likely to have power over the investee, may be exposed to variable returns and certainly may have the power to affect the amount of the returns. Thus the bank is likely to have a measure of control but the extent will depend on the constitution of the entity.

(b) Kayte’s calculation of the residual value of the vessels with a 10-year useful life is unacceptable under IAS 16 Property, Plant and Equipment because estimating residual value based on acquisition cost does not comply with the requirements of IAS 16. Kayte should prepare a new model to determine residual value which would take account of broker valuations at the end of each reporting period and which would produce zero depreciation charge when estimated residual value was higher than the carrying amount.

IAS 16 paragraph 6 defines residual value as the estimated amount which an entity would currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the asset were already at the age and in the condition expected at the end of its useful life.

IAS 16 requires the residual value to be reviewed at least at the end of each financial year end with the depreciable amount of an asset allocated on a systematic basis over its useful life. IAS 16 specifies that the depreciable amount of an asset is determined after deducting its residual value.

Kayte’s original model implied that the residual value was constant for the vessel’s entire useful life. The residual value has to be adjusted especially when an expected sale approaches, and the residual value has to come closer to disposal proceeds minus disposal costs at the end of the useful life. IAS 16 says that in cases when the residual value is greater than the asset’s carrying amount, the depreciation charge is zero unless and until its residual value subsequently decreases to an amount below the asset’s carrying amount. The residual value should be the value at the reporting date as if the vessel were already of the age and in the condition expected at the end of its useful life. An increase in the expected residual value of an asset because of past events will affect the depreciable amount, while expectation of future changes in residual value other than the effects of expected wear and tear will not. There is no guidance in IAS 16 on how to estimate residual value when the useful life is considered to be shorter than the economic life. Undesirable volatility is not a convincing argument to support the accounting treatment, and broker valuations could be a useful starting point to estimate residual value.

As regards the vessels which are kept for the whole of their economic life, a residual value based upon the scrap value of steel is acceptable. Therefore the vessels should be depreciated based upon the cost less the scrap value of steel over the 30-year period. The engine need not be componentised as it will have the same 30-year life if maintained every 10 years. It is likely that the cost of major planned maintenance will increase over the life of a vessel due to inflation and the age of the vessel. This additional cost will be capitalised when incurred and therefore the depreciation charge on these components may be greater in the later stages of a vessel’s life.

When major planned maintenance work is to be undertaken, the cost should be capitalised. The engine overhaul will be capitalised as a new asset which will then be depreciated over the 10-year period to the next overhaul. The depreciation of the original capitalised amount will typically be calculated such that it had a net book value of nil when the overhaul is undertaken.

This is not the case with one vessel, because work was required earlier than expected. In this case, any remaining net book value of the old engine and overhaul cost should be expensed immediately.

The initial carve out of components should include all major maintenance events which are likely to occur over the economic life of the vessel. Sometimes, it may subsequently be found that the initial allocation was insufficiently detailed, in that not all components were identified. This is the case with the funnels. In this situation it is necessary to determine what the net book value of the component would currently be had it been initially identified. This will sometimes require the initial cost to be determined by reference to the replacement cost and the associated accumulated depreciation charge determined using the rate used for the vessel. This is likely to leave a significant net book value in the component being replaced, which will need to be written off at the time the replacement is capitalised.

正确答案：
(b) Developing a shared culture will be one of the key determinants of whether the anticipated benefits of the acquisition actually
materialise. Due diligence procedures before the merger should have established the key people issues. This will include
reviewing the two management styles and cultures. Clearly these are very different, looking at internal communication pre
and post acquisition, understanding the nature of reward systems in the firm to be acquired, assessing the nature of training
programmes in the firm both before and after the acquisition and attempting to gauge existing employee attitudes towards
Papier Presse and the likely reaction to the acquisition. Reviewing areas where there have been significant staff problems and
consequent negotiations will also be an important clue as to employee attitudes and morale. ‘Hard’ people issues including
pensions, management rewards, health insurance and redundancy terms will need to be realistically assessed and the
implications for both the price paid for the company and subsequent integration fully understood. All too often the compelling
strategic vision for the enlarged company ignores the people costs involved and the time needed to develop shared HR
systems.
Many models on culture and culture management could help to achieve a successful transition. Mintzberg’s cultural or
organisational configuration model, which would facilitate an understanding of the difference in structures and systems, could
be a useful starting point. DPP comes from a divisionalised company where the middle line managers are given considerable
autonomy in achieving agreed levels of performance. Papier Presse, with its dominance by family ownership and
management, could be argued to be entrepreneurial in character, where the owner/managers at the strategic apex of the
company operate a ‘hands-on’ approach and direct control of subordinates. Reconciling these different cultures and structures
will not be an easy task.
Lewin’s 3-step model of change can be used in helping a positive culture emerge from the combining of the two companies.
There is a need to unfreeze the current situation in which employees of both organisations are likely to be reluctant or resistant
to change. There needs to be a clear understanding of who does what in the new organisation – leadership and the role of
the French owners will be a critical factor in successfully changing the culture. Robbins emphasises the need for positive top
management role models in promoting and communicating the need for a change in culture. Policies to affect change on both
the hard and soft factors referred to above need to be in place to move the integration forward. A clear timescale and vision
for change will be a key part of the change process. Finally the systems will need to be in place to re-freeze or rather reinforce
the attitudes and behaviours necessary to achieve success in the merged organisation. Operating across national borderscreates real culture issues to be solved as shown in studies by Hofstede and Bartlett and Ghoshal.

正确答案：