ACCA考试F6每日一练(2019-03-10)

发布时间：2019-03-10

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)。

下面小编为大家准备了 ACCA考试 的相关考题，供大家学习参考。

2 Plaza, a limited liability company, is a major food retailer. Further to the success of its national supermarkets in the

late 1990s it has extended its operations throughout Europe and most recently to Asia, where it is expanding rapidly.

You are a manager in Andando, a firm of Chartered Certified Accountants. You have been approached by Duncan

Seymour, the chief finance officer of Plaza, to advise on a bid that Plaza is proposing to make for the purchase of

MCM. You have ascertained the following from a briefing note received from Duncan.

MCM provides training in management, communications and marketing to a wide range of corporate clients, including

multi-nationals. The ‘MCM’ name is well regarded in its areas of expertise. MCM is currently wholly-owned by

Frontiers, an international publisher of textbooks, whose shares are quoted on a recognised stock exchange. MCM

has a National and an International business.

The National business comprises 11 training centres. The audited financial statements show revenue of

$12·5 million and profit before taxation of $1·3 million for this geographic segment for the year to 31 December

2004. Most of the National business’s premises are owned or held on long leases. Trainers in the National business

are mainly full-time employees.

The International business has five training centres in Europe and Asia. For these segments, revenue amounted to

$6·3 million and profit before tax $2·4 million for the year to 31 December 2004. Most of the International business’s

premises are held on operating leases. International trade receivables at 31 December 2004 amounted to

$3·7 million. Although the International centres employ some full-time trainers, the majority of trainers provide their

services as freelance consultants.

Required:

(a) Define ‘due diligence’ and describe the nature and purpose of a due diligence review. (4 marks)

正确答案：
2 MCM
(a) Nature and purpose of a ‘due diligence’ review
■ ‘Due diligence’ may be defined as the process of systematically obtaining and assessing information in order to identify
and contain the risks associated with a transaction (e.g. buying a business) to an acceptable level.
■ The nature of such a review is therefore that it involves:
? an investigation (e.g. into a company whose equity may be sold); and
? disclosure (e.g. to a potential investor) of findings.
■ A due diligence assignment consists primarily of inquiry and analytical procedures.
Tutorial note: It will not, for example, routinely involve tests of control or substantive procedures.
* As the timescale for a due diligence review is often relatively short, but wider in scope than the financial statements
(e.g. business prospects, market valuation), there may be no expression of assurance.
■ Its purpose is to find all the facts that would be of material interest to an investor or acquirer of a business. It may not
uncover all such factors but should be designed with a reasonable expectation of so doing.
■ Professional accountants will not be held liable for non-disclosure of information that failed to be uncovered if their
review was conducted with ‘due diligence’.

(d) Briefly describe the principal audit work to be performed in respect of the carrying amount of the following

items in the balance sheet:

(i) trade receivables; and (3 marks)

正确答案：
(d) Principal audit work
(i) Trade receivables
■ Review of agreements to determine the volume rebates terms. For example,
– the % discounts;
– the volumes to which they apply;
– the period over which they accumulate;
– settlement method (e.g. by credit note or other off-set or repayment).
■ Direct positive confirmation of a value-weighted sample of balances (i.e. larger amounts) to identify potential
overstatement (e.g. due to discounts earned not being awarded).
■ Monitoring of after-date cash receipts and matching against amounts due as shortfalls may indicate disputed
amounts.
■ Review of after-date credit notes to ensure adequate allowance (accrual) is made for discounts earned in the year
to 30 June 2006.
■ Credit risk analysis of individually significant balances and assessment of impairment losses (where carrying value
is less than the present value of the estimated cash flows discounted at the effective interest rate).

5 (a) ‘In the case of an assurance engagement it is in the public interest and, therefore, required by this Code of Ethics,

that members of assurance teams … be independent of assurance clients’.

IFAC Code of Ethics for Professional Accountants

Required:

Define the term ‘assurance team’. (3 marks)

正确答案：
5 ETHICS COLUMN
(a) ‘Assurance team’
■ All members of the engagement team (for the assurance engagement);
■ All others within a firm who can directly influence the outcome of the assurance engagement, for example:
– those who recommend the compensation of, or who provide direct supervisory, management or other oversight of
the assurance engagement partner in connection with the performance of the assurance engagement;
– those who provide consultation regarding technical or industry specific issues, transactions or events for the
assurance engagement; and
– those who provide quality control for the assurance.

(c) What changes to Churchill’s existing marketing mix will be needed to achieve the three strategic goals?

(15 marks)

正确答案：
(c) Each of the strategic goals will have a profound impact on the marketing mix as it currently exists. As each goal affects the
market position of Churchill developing an appropriate marketing mix will be the key to successful implementation of the
overall growth strategy. The product, the brand and the reputation it creates are at the heart of the company’s marketing
strategy. Their focus on the premium segment of the market seems a sensible one and one which allows a small family-owned
business to survive and grow slowly. Evidence suggests this is a luxury indulgence market reflecting changing consumer tastes
and lifestyles. Managing the product range will be a major marketing activity. While the core products may develop an almost
timeless quality there will be a need to respond to the product innovations introduced by its much larger competitors. The
company’s emphasis on the quality of its products resulting from the quality of its ingredients is at the heart of its competitive
advantage. Growing the product range will also bring the danger of under performing products and a consequent need to
divest such products. Packaging is likely to be a key part of the products’ appeal and will be an area where constant innovation
is important.
Pricing raises a number of issues. Why is Churchill’s core product priced at ￡1 less than its immediate competition? What is
the basis on which Churchill prices this product? Each of the methods of pricing has its advantages and disadvantages. Using
cost plus may create an illusion of security in that all costs are covered, but at the same time raises issues as to whether
relevant costs have been included and allocated. Should the company price in anticipation of cost reductions as volume
increases? Should the basis for pricing be what your competitors are charging? As a luxury product one would assume that
its demand is relatively price inelastic: a significant increase in price e.g. ￡1 would lead to only a small reduction in quantity
demanded. Certainly, profit margins would be enhanced to help provide the financial resources the company needs if it is to
grow. One interesting issue on pricing is the extent to which it is pursuing a price skimming or price penetration policy –
evidence from the scenario suggests more of a price skimming policy in line with the luxury nature of the product.

Place is an equally important issue – the vertical integration strategy of the company has led to company-owned shops being
the main way customers can buy the product. At the same time, this distribution strategy has led to Churchill’s sales being
largely confined to one region in the UK – although it is the most populous. If Churchill has a desire to grow, does it do this
through expanding the number of company owned and franchised outlets or look for other channels of distribution in
particular the increasingly dominant supermarket chains? Each distribution strategy will have significant implications for other
elements in the marketing mix and for the resources and capabilities required in the company.
Finally, promotion is an interesting issue for the company. The relatively recent appointment of a sales and marketing director
perhaps reflects a need to balance the previous dominance of the manufacturing side of the business. Certainly there is
evidence to suggest that John Churchill is not convinced of the need to advertise. There are some real concerns about how
the brand is developed and promoted. Certainly sponsorship is now seen as a key part of the firm’s promotional strategy. The
company has a good reputation but customer access to the product is fairly limited. Overall there is scope for the company
to critically review its marketing mix and implement a very different mix if it wants to grow.
The four Ps above are very much the ‘hard’ elements in the marketing mix and Churchill in its desire to grow will need toensure that the ‘softer’ elements of people, physical evidence and processes are aligned to its ambitious strategy.

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