(c) Software Supply Co. (4 marks)

正确答案：
(c) A number of opportunities appear to exist in the downstream supply chain.
As already mentioned above, Perfect Shopper can revisit its contract distribution arrangements. At present, distribution to
neighbourhood shops is in the hands of locally appointed contract distributors. As already suggested, it may be possible to
contract one integrated logistics company to carry out both inbound and outbound logistics, so gaining economies of scale
and opportunities for branding.
One of the problems identified in the independent report was the inflexibility of the ordering and delivering system. The
ordering system appears to be built around a fixed standard delivery made every two weeks, agreed in advance for a three
month period. Variations can be made to this standard order, but only increases – not decreases. Presumably, this
arrangement is required to allow Perfect Shopper to forecast demand over a three month period and to place bulk orders to
reflect these commitments. However, this may cause at least two problems. The first is that participating shops place a
relatively low standard order and rely on variations to fulfil demand. This causes problems for Perfect Shopper. Secondly, any
unpredictable fall in demand during the three month period leads to the shop having storage problems and unsold stock. This
potentially creates problems for the shop owner, who may also begin to question the value of the franchise. Hence Perfect
Shopper might wish to consider a much more flexible system where orders can be made to match demand and deliveries
can be made as required. This would also remove the requirement for a three monthly meeting between the franchisee andthe sales representative from Perfect Shopper. Investments in IT systems will be required to support this, with participating
shops placing orders over the Internet to reflect their requirements. This move towards a more flexible purchasing arrangement
may also make the outsourcing of warehousing and distribution even more appealing.
Perfect Shopper may also wish to investigate whether they can also provide value added services to customers, which not
only simplify the ordering system but also allow the shop managers to better understand their customers and fulfil their
requirements. The supply chain may legitimately include the customer’s customers, particularly for franchisers. This is already
acknowledged because Perfect Shopper produces tailored marketing material aimed at the end-consumer. Point of Sales (PoS)
devices feeding information back to Perfect Shopper would allow sales information to be analysed and fed back to the
shopkeeper as well as allowing automatic replenishment based on purchasing trends. However, this may be culturally difficult
for independent neighbourhood shopkeepers to accept. Furthermore, it would potentially include information outside the
products offered by Perfect Shopper and the implications of this would have to be considered. However, a whole shop sales
analysis might be a useful service to offer existing and potential franchisees.
Customers are increasingly willing to order products over the Internet. It seems unlikely that individual shopkeepers would be
able to establish and maintain their own Internet-based service. It would be useful for Perfect Shopper to explore the potential
of establishing a central website with customers placing orders from local shops. Again there are issues about scope, because
Perfect Shopper does not offer a whole-shop service. However, Michael de Kare-Silver has identified groceries as a product
area that has good potential for Internet purchase. In his electronic shopping potential test any product scoring over 20 hasgood potential. Groceries scored 27.

正确答案：
(c) The following are important considerations regarding the quality of the business software:
– The software is error-free as this will improve its reliability. Whilst in practice this might not always be achievable the
directors of SSH must recognise the dangers involved in supplying bespoke software which may prove damaging to their
clients’ businesses with the resulting loss of client goodwill.
– The software should meet quality control standards such as those specified by the ISO (International Standards
Organisation).
– The software must be delivered on time. Late delivery of business software will prove problematic since clients may rely
on updated software to meet new customer needs or to fulfil revised business objectives.
– The software must meet the initial specification of the customer. In meeting the specification SSH will be demonstrating
that the software has been produced correctly with an appropriate focus on the requirements of end users.
– The software must be usable i.e. as well as being able to do what it is supposed to do it is important that it is easy to
use.
– The software should be capable of being updated in the light of future changes that occur in the clients’ requirements.

正确答案：
(ii) On the other hand, the job description is based on information gathered from a job analysis and defines the position and role
that has to be fulfilled. It is a statement of the component tasks, duties, objectives and standards. It describes the purpose
and relationships of the specific job together with the physical, social and economic factors which affect it. Fundamentally, it
describes the job to be done.

正确答案：
(c) Impact on the audit of the financial statements
Tutorial note: The answer to this part should reflect that it is not the external auditor who is providing the internal audit
services. Thus comments regarding objectivity impairment are not relevant.
■ As Grey & Co is likely to be placing some reliance on RBG’s internal audit department in accordance with ISA 610
Considering the Work of Internal Auditing the degree of reliance should be reassessed.
■ The appointment will include an evaluation of organisational risk. The results of this will provide Grey with evidence,
for example:
– supporting the appropriateness of the going concern assumption;
– of indicators of obsolescence of goods or impairment of other assets.
■ As the quality of internal audit services should be higher than previously, providing a stronger control environment, the
extent to which Grey may rely on internal audit work could be increased. This would increase the efficiency of the
external audit of the financial statements as the need for substantive procedures should be reduced.
■ However, if internal audit services are performed on a part-time basis (e.g. fitting into the provider’s less busy months)
Grey must evaluate the impact of this on the prevention, detection and control of fraud and error.
■ The internal auditors will provide a body of expertise within RBG with whom Grey can consult on contentious matters.
Tutorial note: Appropriate credit will be given for arguing that less reliance may be placed on internal audit in this year of
change of provider.

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.

正确答案：
(iii) Importance of confidentiality in the financing of the project and the normal duty of transparency.
I have been asked to include a statement in my remarks on the balance between our duty to be transparent whenever
possible and the need for discretion and confidentiality in some situations. In the case of our initial working capital needs
for the Giant Dam Project, the importance of confidentiality in financing is due to the potential for adverse publicity that
may arise for the lender. It is important that R&M have the project adequately financed, especially in the early stages
before the interim payments from the client become fully effective.
In general, of course, we at R&M attempt to observe the highest standards of corporate governance and this involves
adopting a default position of transparency rather than concealment wherever possible. We recognise that transparency
is important to underpin investor confidence and to provide investors with the information they need to make fund
allocation decisions.
Whilst it is normal to disclose the amount of debt we carry at any given point (on the balance sheet), it is rarely normal
practice to disclose the exact sources of those loans. In the case of the financing of initial working capital for the Giant
Dam Project, I’m sure you will realise that in this unique situation, disclosure of the lender’s identity could threaten the
progress of the project. For this reason we must resist any attempts to release this into the public domain. We are aware
of one pressure group that is actively seeking to discover this information in order to disrupt the project’s progress and
we shall be taking all internal measures necessary to ensure they do not obtain the information.
Thank you for listening.

正确答案：

(iii) The marketing director is certainly correct in recognising that success is dependent on levels of service quality provided
by HFG to its clients. However, whilst the number of complaints is an important performance measure, it needs to be
used with caution. The nature of a complaint is, very often, far more indicative of the absence, or a lack, of service
quality. For example, the fact that 50 clients complained about having to wait for a longer time than they expected to
access gymnasium equipment is insignificant when compared to an accident arising from failure to maintain properly a
piece of gymnasium equipment. Moreover, the marketing director ought to be aware that the absolute number of
complaints may be misleading as much depends on the number of clients serviced during any given period. Thus, in
comparing the number of complaints received by the three centres then a relative measure of complaints received per
1,000 client days would be far more useful than the absolute number of complaints received.
The marketing director should also be advised that the number of complaints can give a misleading picture of the quality
of service provision since individuals have different levels of willingness to complain in similar situations.
The marketing director seems to accept the current level of complaints but is unwilling to accept any increase above this
level. This is not indicative of a quality-oriented organisation which would seek to reduce the number of complaints over
time via a programme of ‘continuous improvement’.
From the foregoing comments one can conclude that it would be myopic to focus on the number of client complaints
as being the only performance measure necessary to measure the quality of service provision. Other performance
measures which may indicate the level of service quality provided to clients by HFG are as follows:
– Staff responsiveness assumes critical significance in service industries. Hence the time taken to resolve client
queries by health centre staff is an important indicator of the level of service quality provided to clients.
– Staff appearance may be viewed as reflecting the image of the centres.
– The comfort of bedrooms and public rooms including facilities such as air-conditioning, tea/coffee-making and cold
drinks facilities, and office facilities such as e-mail, facsimile and photocopying.
– The availability of services such as the time taken to gain an appointment with a dietician or fitness consultant.
– The cleanliness of all areas within the centres will enhance the reputation of HFG. Conversely, unclean areas will
potentially deter clients from making repeat visits and/or recommendations to friends, colleagues etc.
– The presence of safety measures and the frequency of inspections made regarding gymnasium equipment within
the centres and compliance with legislation are of paramount importance in businesses like that of HFG.
– The achievement of target reductions in weight that have been agreed between centre consultants and clients.
(Other relevant measures would be acceptable.)

正确答案：
(b) Perfect Shopper currently has a relatively short upstream supply chain. They are bulk purchasers from established suppliers
of branded goods. Their main strength at the moment is to offer these branded goods at discounted prices to neighbourhood
shops that would normally have to pay premium prices for these goods.
In the upstream supply chain, the issue of branding is a significant one. At present, Perfect Shopper only provides branded
goods from established names to its customers. As far as the suppliers are concerned, Perfect Shopper is the customer and
the company’s regional warehouses are supplied as if they were the warehouses of conventional supermarkets. Perfect
Shopper might look at the following restructuring opportunities within this context:
– Examining the arrangements for the delivery of products from suppliers to the regional warehouses. At present this is in
the hands of the suppliers or contractors appointed by suppliers. It appears that when Perfect Shopper was established
it decided not to contract its own distribution. This must now be open to review. It is likely that competitors have
established contractual arrangements with logistics companies to collect products from suppliers. Perfect Shopper must
examine this, accompanied by an investigation into downstream distribution. A significant distribution contract would
probably include the branding of lorries and vans and this would provide an opportunity to increase brand visibility and
so tackle this issue at the same time.
– Contracting the supply and distribution of goods also offers other opportunities. Many integrated logistics contractors also
supply storage and warehousing solutions and it would be useful for Perfect Shopper to evaluate the costs of these.
Essentially, distribution, warehousing and packaging could be outsourced to an integrated logistics company and Perfect
Shopper could re-position itself as a primarily sales and marketing operation.
– Finally, Perfect Shopper must review how it communicates orders and ordering requirements with its suppliers. Their
reliance on supplier deliveries suggests that the relationship is a relatively straightforward one. There may be
opportunities for sharing information and allowing suppliers access to forecasted demand. There are many examples
where organisations have allowed suppliers access to their information to reduce costs and to improve the efficiency of
the supply chain as a whole.
The suggestions listed above assume that Perfect Shopper continues to only supply branded goods. Moving further upstream
in the supply chain potentially moves the company into the manufacture and supply of goods. This will raise a number of
significant issues about the franchise itself.
At present Perfect Shopper has, by necessity, concentrated on branded goods. It has not really had to understand how these
goods sell in specific locations because it has not been able to offer alternatives. The content of the standing order reflects
how the neighbourhood shop wishes to compete in its locality. However, if Perfect Shopper decides to commission its own
brand then the breadth of products is increased. Neighbourhood shops would be able to offer ‘own brand’ products to compete
with supermarkets who also focus on own brand products. It would also increase the visibility of the brand. However, Perfect
Shopper must be sure that this approach is appropriate as a whole. It could easily produce an own brand that reduces the
overall image of the company and hence devalues the franchise. Much more research is needed to assess the viability ofproducing ‘own brand’ goods.

正确答案：
(b) Principal additional information
■ Any service contracts with the directors or other members of the management team (e.g. the quantity surveyor). These
may contain ‘exit’ or other settlement terms in the event that their services are no longer required after a takeover/buyout.
■ Prior period financial statements (to 30 June 2005) disclosing significant accounting policies and the key assumptions
concerning the future (and other key sources of estimation uncertainty) that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities in the year to 30 June 2006.
For example, concerning:
– the outcome on the Sarwar dispute;
– estimates for guarantees/claims for rectification;
– assumptions made in estimating costs to completion (e.g. for increases in costs of materials or labour).
Tutorial note: Under IAS 1 ‘Presentation of Financial Statements’ the judgements made by management that have the
most significant effect on amounts recognised in financial statements (other than those involving estimations) should
also be disclosed.
■ The most recent management accounts and cash flow forecasts to assess the quality of management information being
used for decision-making and control. In particular, in providing Robson with the means of keeping its cash flows within
its overdraft limit.
Tutorial note: Note that Prescott has substantial cash resources. Therefore Robson’s lack of finance might be a reason
why its management are interested in selling the business.
■ A copy of the signed bank agreement for the overdraft facility (and any other agreements with finance providers). Any
breaches in debt covenants might result in penalties of contingent liabilities that Prescott would have to bear if it acquired
Robson.
■ The standard terms of contracts with customers for construction works. In particular, for:
– guarantees given (e.g. for rectification under warranty);
– penalty clauses (e.g. in the event of overruns or non-completion);
– disclaimers (including conditions for invoking force majeure).
Prescott will want to make some allowance for settlement of liabilities arising on contracts already completed/in-progress
when offering a price for Robson.
Tutorial note: A takeover might excuse Robson from fulfilling a contract.
■ Legal/correspondence files dealing with matters such as the claims of the residents of the housing development and
Robson’s claim against Sarwar Services Co. Also, fee notes rendered by Robson’s legal advisers showing the costs
incurred on matters referred to them.
■ Robson’s insurer’s ‘cover note’ to determine Robson’s exposure to claims for rectification work, damages, injuries to
employees, etc.
■ The quantity surveyor’s working papers for the last quarterly count (presumably at 31 March 2006) and the latest
available rolling budgets. Particular attention should be given to loss-making contracts and contracts that have not been
started. (Prescott might seek to settle rather than fulfil them.) The pattern of taking profits on contracts will be of
interest, for example, to determine the accuracy of the quantity surveyor’s estimates.
Tutorial note: A regular pattern of taking too much profit too soon might be due to underestimating costs to completion
or be evidence of cost overruns due to rectification.
■ Type and frequency of constructions undertaken. Prescott is interested in the building and refurbishment of hotels and
leisure facilities. Robson’s experience in this area may not be extensive.
■ Non-current asset register showing location of plant and equipment so that some test checking on physical existence
might be undertaken (if an agreed-upon-procedure).

正确答案：

(a) Except in relation to specifically exempted companies, such as those involved in charitable work, companies are required to indicate that they are operating on the basis of limited liability. Thus private companies are required to end their names, either with the word ‘limited’ or the abbreviation ‘ltd’, and public companies must end their names with the words ‘public limited company’ or the abbreviation ‘plc’. Welsh companies may use the Welsh language equivalents (Companies Act (CA)2006 ss.58, 59 & 60).
Companies Registry maintains a register of business names, and will refuse to register any company with a name that is the same as one already on that index (CA 2006 s.66).
Certain categories of names are, subject to the decision of the Secretary of State, unacceptable per se, as follows:
(i) names which in the opinion of the Secretary of State constitute a criminal offence or are offensive (CA 2006 s.53)
(ii) names which are likely to give the impression that the company is connected with either government or local government authorities (s.54).
(iii) names which include a word or expression specified under the Company and Business Names Regulations 1981 (s.26(2)(b)). This category requires the express approval of the Secretary of State for the use of any of the names or expressions contained on the list, and relates to areas which raise a matter of public concern in relation to their use.
Under s.67 of the Companies Act 2006 the Secretary of State has power to require a company to alter its name under the following circumstances:
(i) where it is the same as a name already on the Registrar’s index of company names.
(ii) where it is ‘too like’ a name that is on that index.
The name of a company can always be changed by a special resolution of the company so long as it continues to comply with the above requirements (s.77).

(b) The tort of passing off was developed to prevent one person from using any name which is likely to divert business their way by suggesting that the business is actually that of some other person or is connected in any way with that other business. It thus enables people to protect the goodwill they have built up in relation to their business activity. In Ewing v Buttercup
Margarine Co Ltd (1917) the plaintiff successfully prevented the defendants from using a name that suggested a link with
his existing dairy company. It cannot be used, however, if there is no likelihood of the public being confused, where for example the companies are conducting different businesses (Dunlop Pneumatic Tyre Co Ltd v Dunlop Motor Co Ltd (1907)
and Stringfellow v McCain Foods GB Ltd (1984). Nor can it be used where the name consists of a word in general use (Aerators Ltd v Tollitt (1902)).
Part 41 of the Companies Act (CA) 2006, which repeals and replaces the Business Names Act 1985, still does not prevent one business from using the same, or a very similar, name as another business so the tort of passing off will still have an application in the wider business sector. However the Act introduced a new procedure to deal specifically with company names. As previously under the CA 1985, a company cannot register with a name that was the same as any already registered (s.665 Companies Act (CA) 2006) and under CA s.67 the Secretary of State may direct a company to change its name if it has been registered in a name that is the same as, or too like a name appearing on the registrar’s index of company names. In addition, however, a completely new system of complaint has been introduced.

(c) Under ss.69–74 of CA 2006 a new procedure has been introduced to cover situations where a company has been registered with a name
(i) that it is the same as a name associated with the applicant in which he has goodwill, or
(ii) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant (s.69).
Section 69 can be used not just by other companies but by any person to object to a company names adjudicator if a company’s name is similar to a name in which the applicant has goodwill. There is list of circumstances raising a presumption that a name was adopted legitimately, however even then, if the objector can show that the name was registered either, to obtain money from them, or to prevent them from using the name, then they will be entitled to an order to require the company to change its name.
Under s.70 the Secretary of State is given the power to appoint company names adjudicators and their staff and to finance their activities, with one person being appointed Chief Adjudicator.
Section 71 provides the Secretary of State with power to make rules for the proceedings before a company names adjudicator.
Section 72 provides that the decision of an adjudicator and the reasons for it, are to be published within 90 days of the decision.
Section 73 provides that if an objection is upheld, then the adjudicator is to direct the company with the offending name to change its name to one that does not similarly offend. A deadline must be set for the change. If the offending name is not changed, then the adjudicator will decide a new name for the company.
Under s.74 either party may appeal to a court against the decision of the company names adjudicator. The court can either uphold or reverse the adjudicator’s decision, and may make any order that the adjudicator might have made.