湖南省2020年ACCA国际会计师报名入口及报名流程~

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(c) Risk committee members can be either executive on non-executive.
(i) Distinguish between executive and non-executive directors
Executive directors are full time members of staff, have management positions in the organisation, are part of the
executive structure and typically have industry or activity-relevant knowledge or expertise, which is the basis of their
value to the organisation.
Non-executive directors are engaged part time by the organisation, bring relevant independent, external input and
scrutiny to the board, and typically occupy positions in the committee structure.

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(iii) The effect of the restructuring on the group’s ability to recover its input tax
Prior to the restructuring
Rapier Ltd and Switch Ltd make wholly standard rated supplies and are in a position to recover all of their input tax
other than that which is specifically blocked. Dirk Ltd and Flick Ltd are unable to register for VAT as they do not make
taxable supplies. Accordingly, they cannot recover any of their input tax.
Following the restructuring
Rapier Ltd will be carrying on four separate trades, two of which involve the making of exempt supplies such that it will
be a partially exempt trader. Its recoverable input tax will be calculated as follows.
– Input tax in respect of inputs wholly attributable to taxable supplies is recoverable.
– Input tax in respect of inputs wholly attributable to exempt supplies cannot be recovered (subject to the de minimis
limits below).
– A proportion of the company’s residual input tax, i.e. input tax in respect of inputs which cannot be directly
attributed to particular supplies, is recoverable. The proportion is taxable supplies (VAT exclusive) divided by total
supplies (VAT exclusive). This proportion is rounded up to the nearest whole percentage where total residual input
tax is no more than ￡400,000 per quarter.
The balance of the residual input tax cannot be recovered (subject to the de minimis limits below).
– If the de minimis limits are satisfied, Rapier Ltd will be able to recover all of its input tax (other than that which is
specifically blocked) including that which relates to exempt supplies. The de minimis limits are satisfied where the
irrecoverable input tax:
– is less than or equal to ￡625 per month on average; and
– is less than or equal to 50% of total input tax.
The impact of the restructuring on the group’s ability to recover its input tax will depend on the level of supplies made
by the different businesses and the amounts of input tax involved. The restructuring could result in the group being able
to recover all of its input tax (if the de minimis limits are satisfied). Alternatively the amount of irrecoverable input tax
may be more or less than the amounts which cannot be recovered by Dirk Ltd and Flick Ltd under the existing group
structure.

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.