(c) the deferred tax implications (with suitable calculations) for the company which arise from the recognitionof a remuneration expense for the directors’ share options. (7 marks)

正确答案：

(b) (i) The tax deduction is based on the option’s intrinsic value which is the difference between the market price and exercise
price of the share option. It is likely that a deferred tax asset will arise which represents the difference between the tax
base of the employee’s service received to date and the carrying amount which will effectively normally be zero.
The recognition of the deferred tax asset should be dealt with on the following basis:
(a) if the estimated or actual tax deduction is less than or equal to the cumulative recognised expense then the
associated tax benefits are recognised in the income statement
(b) if the estimated or actual tax deduction exceeds the cumulative recognised compensation expense then the excess
tax benefits are recognised directly in a separate component of equity.
As regards the tax effects of the share options, in the year to 31 October 2004, the tax effect of the remuneration expensewill be in excess of the tax benefit.

The company will have to estimate the amount of the tax benefit as it is based on the share price at 31 October 2005.
The information available at 31 October 2004 indicates a tax benefit based on an intrinsic value of $16 million.
As a result, the tax benefit of $2·4 million will be recognised within the deferred tax provision. At 31 October 2005,
the options have been exercised. Tax receivable will be 30% x $46 million i.e. $13·8 million. The deferred tax asset
of $2·4 million is no longer recognised as the tax benefit has crystallised at the date when the options were exercised.
For a tax benefit to be recognised in the year to 31 October 2004, the provisions of IAS12 should be complied with as
regards the recognition of a deferred tax asset.
(ii) Plant acquired under a finance lease will be recorded as property, plant and equipment and a corresponding liability for
the obligation to pay future rentals. Rents payable are apportioned between the finance charge and a reduction of the
outstanding obligation. A temporary difference will effectively arise between the value of the plant for accounting
purposes and the equivalent of the outstanding obligation as the annual rental payments qualify for tax relief. The tax
base of the asset is the amount deductible for tax in future which is zero. The tax base of the liability is the carrying
amount less any future tax deductible amounts which will give a tax base of zero. Thus the net temporary differencewill be:

(iii) The subsidiary, Pins, has made a profit of $2 million on the transaction with Panel. These goods are held in inventory
at the year end and a consolidation adjustment of an equivalent amount will be made against profit and inventory. Pins
will have provided for the tax on this profit as part of its current tax liability. This tax will need to be eliminated at the
group level and this will be done by recognising a deferred tax asset of $2 million x 30%, i.e. $600,000. Thus any
consolidation adjustments that have the effect of deferring or accelerating tax when viewed from a group perspective will
be accounted for as part of the deferred tax provision. Group profit will be different to the sum of the profits of the
individual group companies. Tax is normally payable on the profits of the individual companies. Thus there is a need
to account for this temporary difference. IAS12 does not specifically address the issue of which tax rate should be used
calculate the deferred tax provision. IAS12 does generally say that regard should be had to the expected recovery or
settlement of the tax. This would be generally consistent with using the rate applicable to the transferee company (Panel)
rather than the transferor (Pins).

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(c) Acquisition of Marne
All business combinations within the scope of IFRS 3 ‘Business Combinations’ must be accounted for using the purchase
method. (IFRS 3.14) The pooling of interests method is prohibited. Under IFRS 3, an acquirer must be identified for all
business combinations. (IFRS 3.17) Sirus will be identified as the acquirer of Marne and must measure the cost of a business
combination at the sum of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, in exchange
for control of Marne; plus any costs directly attributable to the combination. (IFRS 3.24) If the cost is subject to adjustment
contingent on future events, the acquirer includes the amount of that adjustment in the cost of the combination at the
acquisition date if the adjustment is probable and can be measured reliably. (IFRS 3.32) However, if the contingent payment
either is not probable or cannot be measured reliably, it is not measured as part of the initial cost of the business combination.
If that adjustment subsequently becomes probable and can be measured reliably, the additional consideration is treated as
an adjustment to the cost of the combination. (IAS 3.34) The issue with the increased profit share payable to the directors
of Marne is whether the payment constitutes remuneration or consideration for the business acquired. Because the directors
of Marne fall back to normal remuneration levels after the two year period, it appears that this additional payment will
constitute part of the purchase consideration with the resultant increase in goodwill. It seems as though these payments can
be measured reliably and therefore the cost of the acquisition should be increased by the net present value of $11 million at
1 May 2007 being $5 million discounted for 1 year and $6 million for 2 years.

正确答案：

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).

正确答案：
(ii) Exercising of share options
The share option is not part of an approved scheme, and will not therefore enjoy the benefits of such a scheme. There
are three events with tax consequences – grant, exercise and sale.
Grant. If shares or options over shares are sold or granted at less than market value, an income tax charge can arise on
the difference between the price paid and the market value. [Weight v Salmon]. In addition, if options can be exercised
more than 10 years after the date of the grant, an employment income charge can arise. This is based on the market
value at the date of grant less the grant and exercise priced.
In Henry’s case, the options were issued with an exercise price equal to the then market value, and cannot be exercised
more than 10 years from the grant. No income tax charge therefore arises on grant.
Exercise. On exercise, the individual pays the agreed amount in return for a number of shares in the company. The price
paid is compared with the open market value at that time, and if less, the difference is charged to income tax. National
insurance also applies, and the company has to pay Class 1 NIC. If the company and shareholder agree, the national
insurance can be passed onto the individual, and the liability becomes a deductible expense in calculating the income
tax charge.
In Henry’s case on exercise, the difference between market value (￡14) and the price paid (￡1) per share will be taxed
as income. Therefore, ￡130,000 (10,000 x (￡14 – ￡1)) will be taxed as income. In addition, national insurance will
be chargeable on the company at 12·8% (￡16,640) and on Henry at the rate of 1% (￡1,300).
Sale. The base cost of the shares is taken to be the market value at the time of exercise. On the sale of the shares, any
gain or loss arising falls under the capital gains tax rules, and CGT will be payable on any gain. Business asset taper
relief will be available as the company is an unquoted trading company, but the relief will only run from the time that
the share options are exercised – i.e. from the time when the shares were acquired.
In Henry’s case, the sale of the shares will immediately follow the exercise of the option (6 days later). The sale proceeds
and the market value at the time of exercise are likely to be similar; thus little to no gain is likely to arise.

正确答案：
(b) (i) Income tax:
Direct investment in residential or commercial property
The income will be taxed under Schedule A for both residential and commercial property investment. Expenses can be
offset against income under the normal trading rules. These will include interest charges incurred in borrowing funds to
acquire the properties. Schedule A losses are restricted to use against future Schedule A profits, with the earliest profits
being relieved first.
When acquiring commercial properties, it may be possible to claim capital allowances on the fixtures and plant held in
the building. In addition, industrial buildings allowances (IBA) may also be available if the property qualifies as an
industrial building.
Capital allowances are not normally available for fixtures and fittings included in a residential property. Instead, a wear
and tear allowance can be claimed if the property is furnished. This is equal to 10% of the rental income after any
tenants cost (for example, council tax) paid by the landlord.
Income tax is levied at the normal tax rates (10/22/40%) as appropriate.
Collective investment (shares in a property investment company/unit trust)
With collective investments, the investor either buys shares (in an investment company) or units (in an equity unit trust).
The income tax treatment of both is the same in that the investor receives dividends. These are taxed at 10% and 32·5%
respectively (for basic and higher rate taxpayers).
Investors are not able to claim income tax relief on either interest costs (of borrowing) or any other expenses.
Capital gains tax (CGT):
The normal rules apply for CGT purposes in all situations. Property investments do not normally qualify for business
rates of taper relief unless they are furnished holiday lets or in certain circumstances, commercial property. Investments
in unit trusts or property investment companies will never qualify for business taper rates.
It is possible to use an individual savings account (ISA) to make collective investments. If this is done, income and
capital gains will be exempt from tax.
Other taxes:
New commercial property is subject to value added tax (VAT) at the standard rate, but new residential property is subject
to VAT at the zero rate. If a commercial building is acquired second hand as an investment, VAT may be payable if a
previous owner has opted to tax the property. If this is the case, VAT at the standard rate will be payable on the purchase
price, and rental charges to tenants will also be subject to VAT, again at the standard rate.
The acquisition of shares is not subject ot VAT.
Stamp duty land tax (SDLT) will be payable broadly on the direct acquisition of any property. The rates vary from 0 to
4% depending on the value of the land and building and its nature (whether residential or non-residential). Stamp duty
is payable at a rate of 0·5% on the acquisition of shares.
Investment risks/benefits
Direct investment
Investing directly in property represents a long term investment, and unless this is the case, investment risks are high.
Substantial initial costs (such as SDLT, VAT and transactions costs) are incurred, and ongoing running costs (such as
letting agents’ fees and vacant periods) can be significant. The investments are illiquid, particularly commercial
properties which can take months to sell.
All types of properties are dependent on a cyclical market, and the values of property investments can vary significantly
as a result. However, residential property has (on a long term basis) proven to be a good hedge against inflation.
Collective investments
The nature of collective investments is that the investor’s risk is reduced by the investment being spread over a large
portfolio as opposed to one or a few properties. In addition, investors can take advantage of the higher levels of liquidity
afforded by such vehicles.

正确答案：

(b) Accounting in the financial statements for the year ended 31 May 2005
IFRS2 requires an expense to be recognised for the share options granted to the directors with a corresponding amount shown
in equity. Where options do not vest immediately but only after a period of service, then there is a presumption that the
services will be rendered over the ‘vesting period’. The fair value of the services rendered will be measured by reference to
the fair value of the equity instruments at the date that the equity instruments were granted. Fair value should be based on
market prices. The treatment of vesting conditions depends on whether or not the conditions relate to the market price of the
instruments. Market conditions are effectively taken into account in determining the fair value of the instruments and therefore
can be ignored for the purposes of estimating the number of equity instruments that will vest. For other conditions such as
remaining in the employment of the company, the calculations are carried out based on the best estimate of the number of
instruments that will vest. The estimate is revised when subsequent information is available.
The share options granted to J. Van Heflin on 1 June 2002 were before the date set in IFRS2 for accounting for such options
(7 November 2002). Therefore, no expense calculation is required. (Note: candidates calculating the expense for the latter
share options would be given credit if they stated that the company could apply IFRS2 to other options in certaincircumstances.) The remaining options are valued as follows:

正确答案：

 

正确答案：

(a) (i) IAS12 ‘Income Taxes’ adopts a balance sheet approach to accounting for deferred taxation. The IAS adopts a full
provision approach to accounting for deferred taxation. It is assumed that the recovery of all assets and the settlement
of all liabilities have tax consequences and that these consequences can be estimated reliably and are unavoidable.
IFRS recognition criteria are generally different from those embodied in tax law, and thus ‘temporary’ differences will
arise which represent the difference between the carrying amount of an asset and liability and its basis for taxation
purposes (tax base). The principle is that a company will settle its liabilities and recover its assets over time and at that
point the tax consequences will crystallise.

Thus a change in an accounting standard will often affect the carrying value of an asset or liability which in turn will
affect the amount of the temporary difference between the carrying value and the tax base. This in turn will affect the
amount of the deferred taxation provision which is the tax rate multiplied by the amount of the temporary differences(assuming a net liability for deferred tax.)

 

正确答案：
(c) Alasdair is not employed, nor is he a director, of Glaikit Limited. As he holds 25% of the shares in Glaikit Limited, he is a
participator in a close company and therefore the special close company provisions will apply. Thus Alsadair will be taxed
under the ‘loans to participator’ rules.
When the loan is written off, the amount waived will be treated as a gross distribution of ￡16,667 (￡15,000 x 10/9). This
will be assessed in the tax year in which the loan is written off (expected to be 2006/07 or 2007/08). To the extent that this
additional income makes Alasdair a higher rate taxpayer in that year, he will have to pay additional income tax of 32·5% of
the gross amount, less the available 10% tax credit.
From the company’s perspective, Glaikit Limited will have to pay 25% of the net value of any loan made to Alasdair which
has not been repaid to the company (or written off) within nine months of the year end. As the loan will remain outstanding
as at 31 March 2006, Glaikit Limited will have to pay ￡3,750 (25% x ￡15,000) to the Revenue by 1 January 2007. This
amount will not be repaid until the loan is repaid or written off. This usually takes place nine months after the year end in
which the loan is written off, so Glaikit Limited should ensure that any write-off occurs prior to 31 March 2007, or else the
repayment may be delayed for up to one year.
As the loan is tax free, the Revenue may also seek to tax Alasdair under the beneficial loan rules. If the Revenue were to seek
an assessment in this manner, the value of the benefit would be calculated and taxed as a deemed distribution. However, as
Alasdair has no connection with the company other than as an investor, it is unlikely that the beneficial loan benefit will lead
to such a deemed distribution.

正确答案：
(b) (i) The share options
There are no income tax implications on the grant of the share options.
In the tax year in which Benny exercises the options and acquires the shares, the excess of the market value of the
shares over the price paid, i.e. ￡11,500 ((￡3·35 – ￡2·20) x 10,000) will be subject to income tax.
Benny’s financial exposure is caused by the rule within the share option scheme obliging him to hold the shares for a
year before he can sell them. If the company’s expansion into Eastern Europe fails, such that its share price
subsequently falls to less than ￡2·20 before Benny has the chance to sell the shares, Benny’s financial position may be
summarised as follows:
– Benny will have paid ￡22,000 (￡2·20 x 10,000) for shares which are now worth less than that.
– He will also have paid income tax of ￡4,600 (￡11,500 x 40%).