(b) Assuming that the acquisition proceeds, what steps will Datum Paper Products need to take to build a sharedculture in the two companies? (10 marks)

正确答案：
(b) Three potential problems that TMC might encounter in the proposed acquisition of CBC are as follows:
(i) TMC is forecast to have a 22% share of the market for disposable nappies at the end of 2008. If TMC was to acquire
CBC at that time it would then have a market share of ($681m + $155m)/$3,095m = 27%. Much will depend on
prevailing legislation. For example, in the UK it might be the case that the Director General of Fair Trading may ask the
Competition Commission (CC) to investigate if any organisation controls 25% or more of the market. The Secretary of
State may do likewise in circumstances where the proposed takeover would lead to the creation of a firm that would
control 25% or more of the market. (Similar examples from other countries would be equally acceptable.)
(ii) The directors of TMC need to be aware of the precise nature of the cultural problems that CBC has experienced during
recent years as this could be very damaging to its business if the acquisition of CBC goes ahead. In an extreme case
the organisational cultures of TMC and CBC might be incompatible. The directors of TMC need to make a very careful
assessment as to whether it would be possible to transform. a negative culture into a positive one. If they consider that
this would prove to be very difficult then they might be best advised not to proceed with the acquisition.
(iii) The directors of TMC have no experience of managing such acquisitions and this might mean that the integration of CBC
into TMC would prove problematic. It is probable that the systems are different as well as the management styles,
employee skills and business infrastructure.
(Alternative relevant discussion would be acceptable)

正确答案：
(c) (i) Paper for paper rules
The proposed transaction broadly falls under the ‘paper for paper’ rules. Where this is the case, chargeable gains do not
arise. Instead, the new holding stands in the shoes (and inherits the base cost) of the original holding.
The company issuing the new shares must:
(i) end up with more than 25% of the ordinary share capital (or a majority of the voting power) of the old company,
OR
(ii) make a general offer to shareholders in the other company with a condition that, if satisfied, would give the
acquiring company control of the other company.
The exchange must be for bona fide commercial reasons and must not have as its main purpose (or one of its main
purposes) the avoidance of CGT or corporation tax. The acquiring company can obtain advance clearance from the
Inland Revenue that the conditions will be met.
If part of the offer consideration is in the form. of cash, a gain must be calculated using the part disposal rules. If the
cash received is not more than the higher of ￡3,000 or 5% of the total value on takeover, then the amount received in
cash can be deducted from the base cost of the securities under the small distribution rules.

参考答案D

正确答案：A
解析：Explanation:
The distance standards are in meters and 10BaseT has a distance restriction of 100 meters. If you go further then that, you compromise data integrity. 10BastT is the predominant cable type used in Ethernet networks.

答案：D

解析：

答案：D

解析：

正确答案：
(b) The directors of GHG should be mindful that the effectiveness of a locally employed workforce within Tomorrowland will be
influenced by a number of factors including the following:
The availability of local skills
If Tomorrowland is a lower wage economy it is quite conceivable that a sufficient number of employees possessing the
requisite skills to undertake the construction of a large hotel cannot be found. If there are insufficient local resources then this
would necessitate the training of employees in all aspects of building construction. This will incur significant costs and time
and needs to be reflected in any proposed timetable for construction of the hotel. As far as the operation of the hotel is
concerned then staff will have to be recruited and trained which will again give rise to significant start-up costs. However, this
should not present the directors of GHG with such a major problem as that of training construction staff. Indeed, it is highly
probable that GHG would use its own staff in order to train new recruits.
Attitudes to work
The prevailing culture within Tomorrowland will have a profound impact on attitudes to work of its population. Attitudes to
hours of work, timekeeping and absenteeism vary from culture to culture. For example, as regards hours of work in the
construction industry in countries which experience very hot climates, work is often suspended during the hottest part of each
day and recommenced several hours later when temperatures are much cooler. The directors of GHG need to recognise that
climatic conditions not only affect the design of a building but also its construction.
A potentially sensitive issue within regarding the use of local labour in the construction of the hotel lies in the fact that national
holidays and especially religious holidays need to be observed and taken into consideration in any proposed timetable for
construction of the hotel. As regards the operation of a hotel then consideration needs to be given to the different cultures
from which the guests come. For example, this will require a detailed consideration of menus to be offered. However, it might
well be the case that the local population might be unwilling to prepare dishes comprising ingredients which are unacceptable
to their culture due to, for example, religious beliefs.
(Note: other relevant factors would be acceptable.)

正确答案：
(b) Effect of acquisition on planning the audit of Murray’s consolidated financial statements for the year ending 31 March
2008
Group structure
The new group structure must be ascertained to identify all entities that should be consolidated into the Murray group’s
financial statements for the year ending 31 March 2008.
Materiality assessment
Preliminary materiality for the group will be much higher, in monetary terms, than in the prior year. For example, if a % of
total assets is a determinant of the preliminary materiality, it may be increased by 10% (as the fair value of assets acquired,
including goodwill, is $2,373,000 compared with $21·5m in Murray’s consolidated financial statements for the year ended
31 March 2007).
The materiality of each subsidiary should be re-assessed, in terms of the enlarged group as at the planning stage. For
example, any subsidiary that was just material for the year ended 31 March 2007 may no longer be material to the group.
This assessment will identify, for example:
– those entities requiring an audit visit; and
– those entities for which substantive analytical procedures may suffice.
As Di Rollo’s assets are material to the group Ross should plan to inspect the South American operations. The visit may
include a meeting with Di Rollo’s previous auditors to discuss any problems that might affect the balances at acquisition and
a review of the prior year audit working papers, with their permission.
Di Rollo was acquired two months into the financial year therefore its post-acquisition results should be expected to be
material to the consolidated income statement.
Goodwill acquired
The assets and liabilities of Di Rollo at 31 March 2008 will be combined on a line-by-line basis into the consolidated financial
statements of Murray and goodwill arising on acquisition recognised.
Audit work on the fair value of the Di Rollo brand name at acquisition, $600,000, may include a review of a brand valuation
specialist’s working papers and an assessment of the reasonableness of assumptions made.
Significant items of plant are likely to have been independently valued prior to the acquisition. It may be appropriate to plan
to place reliance on the work of expert valuers. The fair value adjustment on plant and equipment is very high (441% of
carrying amount at the date of acquisition). This may suggest that Di Rollo’s depreciation policies are over-prudent (e.g. if
accelerated depreciation allowed for tax purposes is accounted for under local GAAP).
As the amount of goodwill is very material (approximately 50% of the cash consideration) it may be overstated if Murray has
failed to recognise any assets acquired in the purchase of Di Rollo in accordance with IFRS 3 Business Combinations. For
example, Murray may have acquired intangible assets such as customer lists or franchises that should be recognised
separately from goodwill and amortised (rather than tested for impairment).
Subsequent impairment
The audit plan should draw attention to the need to consider whether the Di Rollo brand name and goodwill arising have
suffered impairment as a result of the allegations against Di Rollo’s former chief executive.
Liabilities
Proceedings in the legal claim made by Di Rollo’s former chief executive will need to be reviewed. If the case is not resolved
at 31 March 2008, a contingent liability may require disclosure in the consolidated financial statements, depending on the
materiality of amounts involved. Legal opinion on the likelihood of Di Rollo successfully defending the claim may be sought.
Provision should be made for any actual liabilities, such as legal fees.
Group (related party) transactions and balances
A list of all the companies in the group (including any associates) should be included in group audit instructions to ensure
that intra-group transactions and balances (and any unrealised profits and losses on transactions with associates) are
identified for elimination on consolidation. Any transfer pricing policies (e.g. for clothes manufactured by Di Rollo for Murray
and sales of Di Rollo’s accessories to Murray’s retail stores) must be ascertained and any provisions for unrealised profit
eliminated on consolidation.
It should be confirmed at the planning stage that inter-company transactions are identified as such in the accounting systems
of all companies and that inter-company balances are regularly reconciled. (Problems are likely to arise if new inter-company
balances are not identified/reconciled. In particular, exchange differences are to be expected.)
Other auditors
If Ross plans to use the work of other auditors in South America (rather than send its own staff to undertake the audit of Di
Rollo), group instructions will need to be sent containing:
– proforma statements;
– a list of group and associated companies;
– a statement of group accounting policies (see below);
– the timetable for the preparation of the group accounts (see below);
– a request for copies of management letters;
– an audit work summary questionnaire or checklist;
– contact details (of senior members of Ross’s audit team).
Accounting policies
Di Rollo may have material accounting policies which do not comply with the rest of the Murray group. As auditor to Di Rollo,
Ross will be able to recalculate the effect of any non-compliance with a group accounting policy (that Murray’s management
would be adjusting on consolidation).
Timetable
The timetable for the preparation of Murray’s consolidated financial statements should be agreed with management as soon
as possible. Key dates should be planned for:
– agreement of inter-company balances and transactions;
– submission of proforma statements;
– completion of the consolidation package;
– tax review of group accounts;
– completion of audit fieldwork by other auditors;
– subsequent events review;
– final clearance on accounts of subsidiaries;
– Ross’s final clearance of consolidated financial statements.
Tutorial note: The order of dates is illustrative rather than prescriptive.

正确答案：The third engineer is responsible for the fire fighting equipment ,life saving applicances and oil pollution prevention equipment . in US , the PSC carry out strict check on this equipment .so in order to meet the inspection ,under the leadership of chief engineers and master ,I have to make a detailed checklist on these equipment to make sure that these equipment are in good order .

参考答案：B, D

答案：C

解析：