怎么缴纳ACCA考试会员费？忘记缴纳怎么办？

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2 PRESCOTT CO
(a) Terms of engagement – matters to be clarified
Tutorial note: This one-off assignment requires a separate letter of engagement. Note that, at this level, a standard list of
contents will earn few, if any, marks. Any ‘ideas list’ must be tailored to generate answer points specific to the due diligence
review of this target company.
■ Objective of the review: for example, to find and report facts relevant to Prescott’s decision whether to acquire Robson.
The terms should confirm whether Prescott’s interest is in acquiring the company (i.e. the share capital) or its trading
assets (say), as this will affect the nature and scope of the review.
Tutorial note: This is implied as Prescott ‘has been seeking to acquire ... to bring building … in-house’.
■ Prescott’s management will be solely responsible for any decision made (e.g. any offer price made to purchase Robson).
■ The nature and scope of the review and any standards/guidelines in accordance with which it will be conducted. That
investigation will consist of enquiry (e.g. of the directors and the quantity surveyor) and analytical procedures (e.g. on
budgeted information and prior period financial statements).
Tutorial note: This is not going to be a review of financial statements. The prior year financial statements have only
recently been audited and financial statements for the year end 30 June 2006 will not be available in time for the
review.
■ The level of assurance will be ‘negative’. That is, that the material subject to review is free of material misstatement. It
should be stated that an audit is not being performed and that an audit opinion will not be expressed.
■ The timeframe. for conducting the investigation (two days next week) and the deadline for reporting the findings.
■ The records, documentation and other information to which access will be unrestricted. This will be the subject of
agreement between Prescott and Robson.
■ A responsibility/liability disclaimer that the engagement cannot be relied upon to disclose errors, illegal acts or other
irregularities (e.g. fraudulent financial reporting or misappropriations of Robson’s assets).
Tutorial note: Third party reliance on the report seems unlikely as Prescott has ‘substantial cash resources’ and may not
need to obtain loan finance.

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(d) A provision under IAS37 ‘Provisions, Contingent Liabilities and Contingent assets’ can only be made in relation to the entity’s
restructuring plans where there is both a detailed formal plan in place and the plans have been announced to those affected.
The plan should identify areas of the business affected, the impact on employees and the likely cost of the restructuring and
the timescale for implementation. There should be a short timescale between communicating the plan and starting to
implement it. A provision should not be recognised until a plan is formalised.
A decision to restructure before the balance sheet date is not sufficient in itself for a provision to be recognised. A formal plan
should be announced prior to the balance sheet date. A constructive obligation should have arisen. It arises where there has
been a detailed formal plan and this has raised a valid expectation in the minds of those affected. The provision should only
include direct expenditure arising from the restructuring. Such amounts do not include costs associated with ongoing business
operations. Costs of retraining staff or relocating continuing staff or marketing or investment in new systems and distribution
networks, are excluded. It seems as though in this case a constructive obligation has arisen as there have been detailed formal
plans approved and communicated thus raising valid expectations. The provision can be allowed subject to the exclusion of
the costs outlined above.
Although executory contracts are outside IAS37, it is permissible to recognise a provision that is onerous. Onerous contracts
can result from restructuring plans or on a stand alone basis. A provision should be made for the best estimate of the excess
unavoidable costs under the onerous contract. This estimate should assess any likely level of future income from new sources.
Thus in this case, the rental income from sub-letting the building should be taken into account. The provision should be

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(a)ThebreakevensalesrevenueforSwimCois$90,000.Thecompany’sprofit,tothenearest$10,000,if500athletesattendthecourseis$20,000($140,000–$120,000).(Fromthegraph,itisclearthatthepreciseamountwillbenearer$17,000,i.e.$140,000–approximately$123,000.)(b)CoststructureFromthechart,itisclearthatLineCrepresentsfixedcosts,LineBrepresentstotalcostsandLineArepresentstotalrevenue.LineCshowsthatinitially,fixedcostsare$20,000evenifnoathletesattendthecourse.Thisleveloffixedcostsremainsthesameif100athletesattendbutoncethenumberofattendeesincreasesabovethislevel,fixedcostsincreaseto$40,000.LineBrepresentstotalcosts.If100athletesattend,totalcostsare$40,000($400perathlete).Since$20,000ofthisrelatestofixedcosts,thevariablecostperathletemustbe$200.Whenfixedcostsstepupbeyondthispointatthelevelof200athletes,totalcostsobviouslyincreaseaswellandLineBconsequentlygetsmuchsteeper.However,sincetherearenow200athletestoabsorbthefixedcosts,thecostperathleteremainsthesameat$400perathlete($80,000/200),eventhoughfixedcostshavedoubled.If300athletesattendthecourse,totalcostperathletebecomes$300each($90,000/300).Sincefixedcostsaccountfor$40,000ofthistotalcost,variablecoststotal$50,000,i.e.$166·67perathlete.So,economiesofscaleariseatthislevel,asdemonstratedbythefactthatLineBbecomesflatter.At400athletes,thegradientofthetotalcostslineisunchangedfrom300athleteswhichindicatesthatthevariablecostshaveremainedthesame.Thereisnofurtherchangeat500athletes;fixedandvariablecostsremainsteady.RevenuestructureAsregardstherevenuestructure,itcanbeseenfromLineAthatfor100–400athletesthepriceremainsthesameat$300perathlete.However,if500athletesattend,thepricehasbeenreducedasthetotalrevenuelinebecomesflatter.$140,000/500meansthatthepricehasgonedownto$280perathlete.Thiswasobviouslynecessarytoincreasethenumberofattendeesandatthispoint,profitismaximised.1

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The Company Directors Disqualification Act (CDDA) 1986 was introduced to control individuals who persistently abused the various privileges that accompany incorporation, most particularly the privilege of limited liability. The Act applies to more than just directors and the court may make an order preventing any person (without leave of the court) from being:
(i) a director of a company;
(ii) a liquidator or administrator of a company;
(iii) a receiver or manager of a company’s property; or
(iv) in any way, whether directly or indirectly, concerned with or taking part in the promotion, formation or management of a company.
The CDDA 1986 identifies three distinct categories of conduct, which may, and in some circumstances must, lead the court to disqualify certain persons from being involved in the management of companies.
(a) General misconduct in connection with companies
This first category involves the following:
(i) A conviction for an indictable offence in connection with the promotion, formation, management or liquidation of a company or with the receivership or management of a company’s property (s.2 of the CDDA 1986). The maximum period for disqualification under s.2 is five years where the order is made by a court of summary jurisdiction, and 15 years in any other case.

(ii) Persistent breaches of companies legislation in relation to provisions which require any return, account or other document to be filed with, or notice of any matter to be given to, the registrar (s.3 of the CDDA 1986). Section 3 provides that a person is conclusively proved to be persistently in default where it is shown that, in the five years ending with the date of the application, he has been adjudged guilty of three or more defaults (s.3(2) of the CDDA 1986). This is without prejudice to proof of persistent default in any other manner. The maximum period of disqualification under this section is five years.
(iii) Fraud in connection with winding up (s.4 of the CDDA 1986). A court may make a disqualification order if, in the course of the winding up of a company, it appears that a person:
(1) has been guilty of an offence for which he is liable under s.993 of the CA 2006, that is, that he has knowingly been a party to the carrying on of the business of the company either with the intention of defrauding the company’s creditors or any other person or for any other fraudulent purpose; or
(2) has otherwise been guilty, while an officer or liquidator of the company or receiver or manager of the property of the company, of any fraud in relation to the company or of any breach of his duty as such officer, liquidator, receiver or manager (s.4(1)(b) of the CDDA 1986).
The maximum period of disqualification under this category is 15 years.(b) Disqualification for unfitness
The second category covers:
(i) disqualification of directors of companies which have become insolvent, who are found by the court to be unfit to be directors (s.6 of the CDDA 1986). Under s. 6, the minimum period of disqualification is two years, up to a maximum of 15 years;
(ii) disqualification after investigation of a company under Pt XIV of the CA 1985 (it should be noted that this part of the previous Act still sets out the procedures for company investigations) (s.8 of the CDDA 1986). Once again, the maximum period of disqualification is 15 years.
Schedule 1 to the CDDA 1986 sets out certain particulars to which the court is to have regard in deciding whether a person’s conduct as a director makes them unfit to be concerned in the management of a company. In addition, the courts have given indications as to what sort of behaviour will render a person liable to be considered unfit to act as a company director. Thus, in Re Lo-Line Electric Motors Ltd (1988), it was stated that:
‘Ordinary commercial misjudgment is in itself not sufficient to justify disqualification. In the normal case, the conduct complained of must display a lack of commercial probity, although . . . in an extreme case of gross negligence or total incompetence, disqualification could be appropriate.’

(c) Other cases for disqualification
This third category relates to:
(i) participation in fraudulent or wrongful trading under s.213 of the Insolvency Act (IA)1986 (s.10 of the CDDA 1986);
(ii) undischarged bankrupts acting as directors (s.11 of the CDDA 1986); and
(iii) failure to pay under a county court administration order (s.12 of the CDDA 1986).
For the purposes of most of the CDDA 1986, the court has discretion to make a disqualification order. Where, however, a person has been found to be an unfit director of an insolvent company, the court has a duty to make a disqualification order (s.6 of the CDDA 1986). Anyone who acts in contravention of a disqualification order is liable:
(i) to imprisonment for up to two years and/or a fine, on conviction on indictment; or
(ii) to imprisonment for up to six months and/or a fine not exceeding the statutory maximum, on conviction summarily (s.13 of the CDDA 1986).